SCHRODER CAPITAL FUNDS II
N-30D, 1999-03-11
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                                    SCHRODER
                               INTERNATIONAL BOND
                                   PORTFOLIO





                                 ANNUAL REPORT
                               December 31, 1998






                           Schroder Capital Funds II


<PAGE>

- --------------------------------------------------------------------------------
SCHRODER INTERNATIONAL BOND PORTFOLIO
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS
AS OF DECEMBER 31, 1998

<TABLE>
<CAPTION>

                                        FIXED INCOME INVESTMENTS - 94.0%
     <S>                      <C>         <C>                                                  <C>
                            PRINCIPAL
    CURRENCY                 AMOUNT                                                          VALUE (US$)
    --------                ---------                                                        -----------
                                        AUSTRIA - 3.6%
      DEM                     550,000   Republic of Austria, 6.88%, 4/3/00                        $ 344,910
                                                                                               -------------

                                        BELGIUM - 4.5%
      BEF                  13,250,000   Kingdom of Belgium, 9.00%, 6/27/01                          437,582
                                                                                               -------------

                                        CANADA - 5.7%
      GBP                     120,000   Government of Canada, 6.25%, 11/26/04                       215,154
      DEM                     500,000   Province of Ontario, 6.25%, 1/13/04                         334,460
                                                                                               -------------
                                                                                                    549,614
                                                                                               -------------

                                        DENMARK - 5.1%
      DKK                   1,500,000   Kingdom of Denmark, 7.00%, 11/10/24                         302,546
      DKK                   1,100,000   Kingdom of Denmark, 8.00%, 11/15/01                         191,895
                                                                                               -------------
                                                                                                    494,441
                                                                                               -------------

                                        FRANCE - 9.1%
      FRF                   2,000,000   Government of France, 4.75%, 3/12/02                        373,896
      FRF                   2,500,000   Societe Nationale des Chemins de Fer,              
                                             7.75%, 3/1/02                                          503,517
                                                                                               -------------
                                                                                                    877,413
                                                                                               -------------

                                        GERMANY - 22.8%
      DEM                   1,920,000   Bundesobligation, 6.50%, 3/15/00                          1,197,940
      DEM                     750,000   KFW International Finance, 6.25%, 10/15/03                  502,890
      DEM                     660,000   Deutschland Republik, 6.50%, 7/4/27                         495,373
                                                                                               -------------
                                                                                                  2,196,203
                                                                                               -------------

                                        ITALY - 4.0%
      ITL                 570,000,000   Republic of Italy, 10.5%, 7/15/00                           382,634
                                                                                               -------------

                                        NETHERLANDS - 3.5%
      DEM                     500,000   LKB Baden-Wuerttemberg Finance, 6.63%, 8/20/03              338,458
                                                                                               -------------

                                        SPAIN - 4.1%
      ESP                  50,000,000   Government of Spain, 8.40%, 4/30/01                         394,120
                                                                                               -------------

                                        SUPRA-NATIONAL - 15.9%
      DEM                     800,000   Asian Development Bank, 5.50%, 10/24/07                     524,414
      JPY                 100,000,000   International Bank for Reconstruction &            
                                             Development, 5.25%, 3/20/02                          1,008,385
                                                                                               -------------
                                                                                                  1,532,799
                                                                                               -------------

                                        SWEDEN - 5.8%
      SEK                   3,600,000   Government of Sweden, 10.25%, 5/5/03                        558,607
                                                                                               -------------

</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                        1
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER INTERNATIONAL BOND PORTFOLIO
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SCHEDULE OF INVESTMENTS (CONCLUDED)
AS OF DECEMBER 31, 1998
<TABLE>
     <S>                      <C>       <C>                                                    <C>
                            PRINCIPAL
    CURRENCY                 AMOUNT                                                          VALUE (US$)
    --------                ---------                                                        -----------
                                        UNITED KINGDOM - 9.9%
      GBP                     420,000   United Kingdom Treasury, 9.00%, 10/13/08                  $ 953,211
                                                                                               -------------

                                        TOTAL INVESTMENTS - 94.0% (cost $8,473,848)               9,059,992
                                        Other Assets Less Liabilities - 6.0%                        573,506
                                                                                               -------------
                                        TOTAL NET ASSETS - 100.0%                          $         9,633,498
                                                                                               -------------
</TABLE>


                       FORWARD FOREIGN CURRENCY CONTRACTS

                                CONTRACTS TO SELL
<TABLE>
<S>                      <C>                     <C>                    <C>                    <C>
                                                                              Underlying         Unrealized
                                                                              Face Amount       Appreciation/
Maturity Date           Currency                       Units                   of Value        (Depreciation)
- -------------           --------                       -----                 -----------       --------------
    1/20/99                AUD                         206,677                $ 130,000             $ 3,212
    1/20/99                CAD                         470,000                  304,296              (1,694)
    1/20/99                DEM                       8,813,066                5,245,936             (49,104)
    1/20/99                GBP                         585,183                  975,913               2,700
    1/20/99                SEK                       4,500,000                  563,415               8,065
                                                                            -----------           ----------
                                                                            $ 7,219,560           $ (36,821)
                                                                            -----------           ----------

                                CONTRACTS TO BUY

                                                                              Underlying         Unrealized
                                                                              Face Amount       Appreciation/
Maturity Date           Currency                       Units                   of Value        (Depreciation)
- -------------           --------                       -----                 -----------       --------------
    1/20/99                AUD                         205,242                $ 130,000            $ (4,093)
    1/20/99                CAD                         985,600                  640,000               1,667
    1/20/99                DEM                       7,452,920                4,530,000             (52,158)
    1/20/99                DKK                         160,000                   25,023                 120
    1/20/99                GBP                         235,696                  400,000              (8,016)
    1/20/99                JPY                     243,028,000                2,043,119             115,210
                                                                           ------------           ----------
                                                                            $ 7,768,142            $ 52,730
                                                                           ------------           -----------

                       Net Receivable for Forward Foreign
                      Currency Contracts (Note 2)                                                  $ 15,909
                                                                                                  ==========
</TABLE>

<TABLE>
<CAPTION>
______________________________
CURRENCY ABBREVIATIONS
<S>                                     <C>
AUD - Australian Dollar               FRF - French Franc
BEF - Belgian Franc                   GBP - British Pound
CAD - Canadian Dollar                 ITL - Italian Lira
DEM - German Mark                     JPY - Japanese Yen
DKK - Danish Krone                    SEK - Swedish Krona
ESP - Spanish Peseta
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                        2
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER INTERNATIONAL BOND PORTFOLIO
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1998

<TABLE>
<S>                                                                                                 <C>
ASSETS:
      Investments (Note 2):
         Investments at cost                                                                           $ 8,473,848
         Net unrealized appreciation (depreciation)                                                        586,144
                                                                                                 ------------------
                                 Total Investments at Value                                              9,059,992

      Cash                                                                                                 292,438
      Cash denominated in foreign currencies (cost $7,568)                                                   7,443
      Receivable for forward foreign currency contracts (Note 2)                                            15,909
      Interest and other receivables                                                                       291,868
      Organization costs, net of amortization (Note 2)                                                       4,963
                                                                                                 ------------------

                                 Total Assets                                                            9,672,613
                                                                                                 ------------------

LIABILITIES:
      Payable to subadministrator (Note 3)                                                                   1,071
      Accrued expenses and other liabilities                                                                38,044
                                                                                                 ------------------

                                 Total Liabilities                                                          39,115
                                                                                                 ------------------

                                 Net Assets                                                            $ 9,633,498
                                                                                                 ==================
</TABLE>


    The accompanying notes are an integral part of the financial statements.

                                        3
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER INTERNATIONAL BOND PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                 <C>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998                                                              


INVESTMENT INCOME:
      Interest income                                                                                    $ 857,701
                                                                                                 ------------------

EXPENSES:
      Investment advisory (Note 3)                                                                          70,985
      Administration (Note 3)                                                                               14,197
      Subadministration (Note 3)                                                                            25,000
      Interestholder recordkeeping (Note 3)                                                                 12,131
      Custody                                                                                                4,626
      Accounting (Note 3)                                                                                   67,000
      Legal                                                                                                  2,764
      Audit                                                                                                 27,278
      Trustees                                                                                               1,185
      Amortization of organization costs (Note 2)                                                            1,654
      Miscellaneous                                                                                          5,860
                                                                                                 ------------------
                                 Total Expenses                                                            232,680
      Fees waived and expenses reimbursed (Note 6)                                                        (126,250)
                                                                                                 ------------------
                                 Net Expenses                                                              106,430
                                                                                                 ------------------

NET INVESTMENT INCOME (LOSS)                                                                               751,271
                                                                                                 ------------------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN
      CURRENCY TRANSACTIONS:
      Net realized gain (loss) on investments sold                                                         (20,937)
      Net realized gain (loss) on foreign currency transactions                                           (776,235)
                                                                                                 ------------------
                   Net realized gain (loss) on investments and foreign
                     currency transactions                                                                (797,172)
                                                                                                 ------------------

      Net change in unrealized appreciation (depreciation) on investments                                1,328,529
      Net change in unrealized appreciation (depreciation) on foreign
         currency transactions                                                                              33,915
                                                                                                 ------------------
                   Net change in unrealized appreciation (depreciation) on
                      investments and foreign currency transactions                                      1,362,444
                                                                                                 ------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN
      CURRENCY TRANSACTIONS                                                                                565,272
                                                                                                 ------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                        $ 1,316,543
                                                                                                 ==================

</TABLE>


    The accompanying notes are an integral part of the financial statements.

                                        4
<PAGE>

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SCHRODER INTERNATIONAL BOND PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                        <C>                <C>
STATEMENTS OF CHANGES IN NET ASSETS
                                                                          For the                For the
                                                                         Year Ended             Year Ended
                                                                       December 31, 1998    December 31, 1997
                                                                      ------------------    -------------------

NET ASSETS, BEGINNING OF PERIOD                                            $ 16,515,402             $ 3,000,100
                                                                     -------------------   ---------------------

OPERATIONS:
      Net investment income (loss)                                              751,271                 580,748
      Net realized gain (loss) on investments and foreign currency                                     (551,808)
         transactions                                                          (797,172)
      Net change in unrealized appreciation (depreciation) on
         investments and foreign currency transactions                        1,362,444                (752,540)
                                                                     -------------------   ---------------------
      Net increase (decrease) in net assets resulting from operations         1,316,543                (723,600)
                                                                     -------------------   ---------------------

TRANSACTIONS IN INVESTORS' BENEFICIAL INTERESTS:
      Contributions                                                           4,891,436              18,113,652
      Withdrawals                                                           (13,089,883)             (3,874,750)
                                                                     -------------------   ---------------------
      Net increase (decrease) from transactions in investors'
         beneficial interests                                                (8,198,447)             14,238,902
                                                                     -------------------   ---------------------

      Net increase (decrease) in net assets                                  (6,881,904)             13,515,302
                                                                     -------------------   ---------------------

NET ASSETS, END OF PERIOD                                                   $ 9,633,498            $ 16,515,402
                                                                     ===================   =====================
</TABLE>





<TABLE>
<S>                                                                     <C>                       <C>

FINANCIAL HIGHLIGHTS                                                       For the                For the
                                                                         Year Ended             Year Ended
                                                                       December 31, 1998    December 31, 1997
                                                                       -----------------    -----------------

         NET ASSETS AT END OF PERIOD (IN THOUSANDS)                        $9,633                $16,515

         RATIOS TO AVERAGE NET ASSETS:
             Expenses including reimbursement/waiver of fees               0.75%                  0.75%
             Expenses excluding reimbursement/waiver of fees               1.64%                  1.99%
             Net investment income (loss) including reimbursement/
                   waiver of fees                                          5.29%                  5.42%

         PORTFOLIO TURNOVER RATE                                            140%                   112%
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                        5
<PAGE>

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SCHRODER INTERNATIONAL BOND PORTFOLIO
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS

NOTE 1.  ORGANIZATION

       Schroder  Capital Funds II ("Schroder  Core") was organized as a Delaware
business trust on December 27, 1996.  Schroder  Core,  which is registered as an
open-end management  investment company under the Investment Company Act of 1940
(the "Act"), currently has one investment portfolio.  Included in this report is
Schroder International Bond Portfolio ("Portfolio"),  which is a non-diversified
portfolio  that  commenced  operations  on December  31,  1996.  Under its Trust
Instrument,  Schroder  Core is  authorized  to  issue  an  unlimited  number  of
interests  without par value.  Interests in the  Portfolio  are sold without any
sales  charges  in  private  placement   transactions  to  qualified  investors,
including open-end management investment companies.

NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES

       These  financial  statements  are prepared in accordance  with  generally
accepted  accounting  principles,  which  require  management  to  make  certain
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities,  disclosure of contingent assets and liabilities at the date of the
financial  statements,  and the reported amounts of increase and decrease in net
assets from  operations  during the fiscal  period.  Actual results could differ
from those estimates.

       The  following  represent  the  significant  accounting  policies  of the
Portfolio:

INVESTMENT VALUATION

       Portfolio  securities  listed on recognized stock exchanges are valued at
the last  reported  sales  price on the  exchange  on which the  securities  are
principally traded. Listed securities traded on recognized stock exchanges where
last  sales  prices are not  available  are valued at the last sale price on the
preceding  day or at the mean of the closing bid and ask  ("mid-market  price").
Securities traded in over-the-counter markets, or listed securities for which no
trade is reported on the valuation  date, are valued at the most recent reported
mid-market  price.  Prices  used  for  valuations   generally  are  provided  by
independent pricing services. Domestic short-term investments, having a maturity
of 60 days or less,  are valued at amortized  cost,  which  approximates  market
value.  Foreign  short-term  investments are valued at the current market price,
then marked to market to recognize  any gain or loss on the  transaction.  Other
securities and assets for which market  quotations are not readily available are
valued at fair value as determined  in good faith using methods  approved by the
Schroder  Core's Board of Trustees.  As of December 31, 1998,  the Portfolio did
not hold a position in any fair valued securities.

SECURITY TRANSACTIONS AND INVESTMENT INCOME

       Investment transactions are accounted for on trade date. Interest income,
including  accretion  of  discount,  is recorded as earned.  Identified  cost of
investments sold is used to determine  realized gain and loss for both financial
statement and federal income tax purposes.  Foreign  interest income amounts and
realized  capital gain and loss are converted to U.S. dollar  equivalents  using
foreign exchange rates in effect at the date of the transactions.

     Foreign  currency  amounts are translated into U.S.  dollars at the mean of
the bid and asked prices of such currencies against U.S. dollars as follows: (i)
assets and  liabilities  at the rate of  exchange  at the end of the  respective
period;  and (ii)  purchases and sales of securities  and income and expenses at
the rate of exchange  prevailing on the dates of such transactions.  The portion
of the results of operations arising from changes in the



                                        6
<PAGE>

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SCHRODER INTERNATIONAL BOND PORTFOLIO
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

exchange rates and the portion due to  fluctuations  arising from changes in the
market prices of securities  are not isolated.  Such  fluctuations  are included
with the net realized and unrealized gain or loss on investments.

       The  Portfolio  may enter into  forward  contracts  to  purchase  or sell
foreign currencies to protect the U.S. dollar value of the underlying  portfolio
of  securities  against  the effect of  possible  adverse  movements  in foreign
exchange rates.  Risks  associated  with such contracts  include the movement in
value of the foreign currency relative to the U.S. dollar and the ability of the
counterparty  to  perform.  Fluctuations  in the  value  of such  contracts  are
recorded  daily as unrealized  gain or loss;  realized gain or loss includes net
gain or loss on contracts that have terminated by settlement or by the Portfolio
entering into offsetting commitments.

ORGANIZATION COSTS

       Costs incurred by the Portfolio in connection with its  organization  are
amortized on a straight line basis over a five-year period.

NOTE 3.  INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISER

     Schroder Capital  Management  International Inc. ("SCMI") is the investment
adviser to the Portfolio.  Pursuant to an Investment Advisory Agreement, SCMI is
entitled to receive compensation at an annual rate, payable monthly, of 0.50% of
the Portfolio's average daily net assets.

ADMINISTRATOR AND SUBADMINISTRATOR

       The  administrator  of the  Portfolio  is  Schroder  Fund  Advisors  Inc.
("Schroder  Advisors").  For its  services,  Schroder  Advisors  is  entitled to
receive  compensation  at an  annual  rate,  payable  monthly,  of  0.10% of the
Portfolio's  average daily net assets. The  subadministrator of the Portfolio is
Forum  Administrative  Services,  LLC  ("FAdS").  FAdS is  entitled  to  receive
compensation at an annual rate,  payable  monthly,  of 0.075% of the Portfolio's
average  daily net  assets,  subject to an annual  minimum  of  $25,000  for its
services.

OTHER SERVICE PROVIDERS

       Forum Accounting  Services,  LLC ("FAcS") performs  portfolio  accounting
services  for the  Portfolio  and is  entitled to receive  compensation  for its
services in the amount of $60,000 per year,  plus certain other  charges,  based
upon the  number  and  types  of  portfolio  transactions.  FAcS  also  provides
interestholder  recordkeeping  services to the  Portfolio  for which it receives
$12,000 per year, plus certain other charges.

NOTE 4.  PURCHASES AND SALES OF SECURITIES

       The  cost  of  securities  purchased  and  the  proceeds  from  sales  of
securities (excluding  short-term  securities) for the period ended December 31,
1998, were $22,224,990 and $29,698,947, respectively.

       For federal income tax purposes,  the tax basis of investment  securities
owned,  the aggregate  gross  unrealized  appreciation  and the aggregate  gross
unrealized depreciation as of December 31, 1998, were $8,493,563,  $689,600, and
$123,171, respectively.

                                        7
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER INTERNATIONAL BOND PORTFOLIO
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

NOTE 5.  FEDERAL TAXES

       The  Portfolio  is not  required  to pay  federal  income  tax on its net
investment  income and net capital gain  because it is treated as a  partnership
for federal income tax purposes. All interest,  dividends,  gain and loss of the
Portfolio  are  deemed  to  have  been  "passed   through"  to  the  Portfolio's
interestholders in proportion to their holdings of the Portfolio,  regardless of
whether such interest, dividends or gain have been distributed by the Portfolio.

NOTE 6.  WAIVER OF FEES AND REIMBURSEMENT OF EXPENSES

       SCMI,  Schroder  Advisors,  FAdS and FAcS voluntarily waived a portion of
their fees and assumed certain expenses of the Portfolio so that the Portfolio's
total expenses  would not exceed 0.75% of its average daily net assets.  For the
period ended December 31, 1998, SCMI,  Schroder  Advisors,  FAdS and FAcS waived
fees of $70,985, $14,197, $19,960 and $21,108, respectively.

NOTE 7.  BENEFICIAL INTEREST

       At  December  31,   1998,   there  was  one   interestholder,   otherwise
unaffiliated with the Portfolio, owning a 96.44% interest in the Portfolio.

NOTE 8.  CONCENTRATION OF RISK

       The  Portfolio  may invest  more than 25% of its total  assets in issuers
located in any one  country.  To the extent  that it does so, the  Portfolio  is
susceptible  to a range of factors  that could  adversely  affect that  country,
including  political  and  economic   developments  and  foreign   exchange-rate
fluctuations.  As a result of investing a substantial  amount of its assets in a
single country,  the value of the  Portfolio's  assets may fluctuate more widely
than the value of shares of a comparable fund with a lesser degree of geographic
concentration.   The  Portfolio  also  invests  in  countries  with  limited  or
developing  capital  markets.  Investments in such countries may involve greater
risks than investments in more developed markets.


                                        8
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER INTERNATIONAL BOND PORTFOLIO
- --------------------------------------------------------------------------------

REPORT OF INDEPENDENT ACCOUNTANTS

To the  Trustees  of  Schroder  Capital  Funds  II  and  Investors  of  Schroder
International Bond Portfolio:

In our opinion, the accompanying statement of assets and liabilities,  including
the schedule of  investments,  and the related  statements of operations  and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material  respects,  the financial  position of the Schroder  International Bond
Portfolio (a portfolio of Schroder  Capital Funds II) at December 31, 1998,  and
the results of its  operations,  the changes in its net assets and the financial
highlights for the periods  indicated,  in conformity  with  generally  accepted
accounting  principles.  These  financial  statements  and financial  highlights
(hereafter referred to as "financial  statements") are the responsibility of the
Portfolio's  management;  our  responsibility  is to express an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
financial  statements in accordance with generally accepted auditing  standards,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation  of  securities  at December  31, 1998 by  correspondence  with the
custodian  and  brokers,  provide a reasonable  basis for the opinion  expressed
above.





Boston, Massachusetts                         PricewaterhouseCoopers LLP
February 5, 1999



                                        9
<PAGE>
TRUSTEES
David N. Dinkins
Peter E. Guernsey
Sharon L. Haugh
John I. Howell
Peter S. Knight
William L. Means
Clarence F. Michalis
Hermann C. Schwab
Mark J. Smith

INVESTMENT ADVISER
Schroder Capital Management International Inc.
787 Seventh Avenue, 34th Floor
New York, New York 10019

ADMINISTRATOR AND DISTRIBUTOR
Schroder Fund Advisors Inc.
787 Seventh Avenue, 34th Floor
New York, New York 10019

CUSTODIAN
The Chase Manhattan Bank
Global Custody Division
125 London Wall
London EC2Y 5AJ, United Kingdom

TRANSFER AND DIVIDEND
DISBURSING AGENT
Forum Shareholder Services, LLC
Two Portland Square
Portland, Maine 04101

COUNSEL
Ropes & Gray
One International Place
Boston, Massachusetts 02110

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
One Post Office Square
Boston, Massachusetts 02109






This  report  is for  the  information  of  the  shareholders  of  the  Schroder
International  Bond Fund. Its use in connection  with any offering of the Fund's
shares is  authorized  only in case of a  concurrent  or prior  delivery  of the
Fund's current prospectus.



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