Exhibit (h)(xxxvii)

FORM OF AMENDMENT NO. 8

AMENDMENT NO. 8 dated as of to the CREDIT AGREEMENT dated as of October 6, 2008 (as amended from time to time, the “Agreement”), among the Borrowers listed from time to time on Schedule I thereto, as it may be amended from time to time, the Lenders party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

W I T N E S S E T H:

WHEREAS, the Borrowers have requested that Schroder Global Multi-Asset Income Fund and Schroder Global Strategic Bond Fund (each of such funds hereinafter referred to as the “New Borrower”) be added as “Borrower” under the Agreement;

WHEREAS, the Lenders, the Administrative Agent and the Trusts are agreeable to such requests;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein it is hereby agreed as follows:

1. Definitions. All terms defined in the Agreement shall be used herein as defined in the Agreement unless otherwise defined herein or the context otherwise requires.

2. Amendments.

The New Borrower is hereby added as “Borrower” to the Agreement and, accordingly, Schedule I to the Agreement is hereby deleted in its entirety and replaced with Schedule I to this Amendment.

3. Representations and Warranties. Each Borrower represents and warrants that:

(a) no Default or Event of Default has occurred and is continuing; and

(b) the representations and warranties made by such Borrower in Section 3 of the Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

4. Effect of Amendment. On and after the date this Amendment becomes effective in accordance with Section 4 hereof, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import referring to the Agreement, and each reference in the Notes referring to “the Agreement,” “thereunder,” “thereof,” or words of like import shall mean the Agreement as amended by this Amendment. The Agreement, as amended by this Amendment, is and shall continue to be in full force and effect and is hereby ratified and confirmed in all respects.

5. Miscellaneous. (a) This Amendment shall be effective (as of the date hereof) on the date when:

(i) counterparts of this Amendment shall have been executed by the Trusts, the Lenders and the Administrative Agent;

(ii) each New Borrower shall executed and delivered the joinder in the form of Exhibit 2.13(a) to the Credit Agreement;

(iii) each New Borrower shall have delivered the documents and instruments required to be delivered by the Borrowers pursuant to Section 4.1 of the Credit Agreement, including an opinion of general or special counsel for the New Borrowers; and

(iv) each New Borrower shall have paid to the Administrative Agent a fee $1,500, as required by Section 2.13(a).

(b) This Amendment (i) may be executed in one or more counterparts by the parties hereto, delivery of which by telecopy or emailed pdf shall be effective as delivery of a manually executed counterpart of this Amendment; (ii) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and (iii) shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

Remainder of the Page Left Intentionally Blank

Signature Page to Follow

	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent and a Lender


	By:
	Name:
	Title:


	SCHRODER CAPITAL FUNDS (DELAWARE)
	Schroder International Alpha Fund
	Schroder US Opportunities Fund

	SCHRODER SERIES TRUST
	Schroder International Multi-Cap Value Fund
	Schroder Total Return Fixed Income Fund
	Schroder US Small and Mid Cap Opportunities Fund
	Schroder Emerging Market Equity Fund
	Schroder Absolute Return EMD and Currency Fund
	Schroder Emerging Markets Multi-Sector Bond Fund
	Schroder Emerging Markets Multi-Cap Equity Fund
	Schroder Long Duration Investment Grade Bond Fund
	Schroder Broad Tax-Aware Value Bond Fund
	Schroder Global Multi-Asset Income Fund
	Schroder Global Strategic Bond Fund

	SCHRODER GLOBAL SERIES TRUST
	Schroder North American Equity Fund
	Schroder Global Quality Fund


	By:
	Name: Mark A. Hemenetz
	Title: Authorized Signatory

Schedule I to Amendment No. 8

SCHEDULE I

BORROWERS	% PRO-RATA ALLOCATION

Schroder International Alpha Fund	5.88	%

Schroder U.S. Opportunities Fund	4.02	%

Schroder International Multi-Cap Value Fund	5.96	%

Schroder Total Return Fixed Income Fund	4.46	%

Schroder U.S. Small and Mid Cap Opportunities Fund	1.85	%

Schroder Emerging Market Equity Fund	33.89	%

Schroder North American Equity Fund	21.61	%

Schroder Global Multi-Cap Equity Fund	8.37	%
(formerly Schroder Global Quality Fund)

Schroder Absolute Return EMD and Currency Fund	6.95	%

Schroder Emerging Markets Multi-Sector Bond Fund	0.90	%

Schroder Emerging Markets Multi-Cap Equity Fund	0.69	%

Schroder Long Duration Investment Grade Bond Fund	1.19	%

Schroder Broad Tax-Aware Value Bond Fund	2.77	%

Schroder Global Multi-Asset Income Fund	0.73	%

Schroder Global Strategic Bond Fund	0.73	%