SCHRODER CAPITAL FUNDS /DELAWARE/, 485APOS, 1996-05-01

SCHRODER CAPITAL FUNDS /DELAWARE/
485APOS, 1996-05-01

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<PAGE>

As filed with the Securities and Exchange Commission on May 1, 1996

File No. 2-34215
File No. 811-1911

- ----------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 48

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 29

- ----------------------------------------------------------------------------

SCHRODER CAPTIAL FUNDS (DELAWARE)

(FORMERLY SCHRODER CAPITAL FUNDS INC.)
(Exact Name of Registrant As Specified ____)

Two Portland Square, Portland, Maine 04101
(Address of Principal Executive Office)(Zip Code)

Registrant's Telephone Number, including Area Code: 207-879-1900

- ----------------------------------------------------------------------------

Thomas G. Sheehan, Esq.
Forum Financial Services, Inc.
Two Portland Square, Portland, Maine 04101
(Name and Address of Agent for Service)

Copies of Communications to:
Scott M. Shepard, Esq.
Jacobs Persinger & Parker
77 Water Street, New York, New York 10005

- ----------------------------------------------------------------------------

It is proposed that this filing will become effective:

immediately upon filing pursuant to Rule 485, paragraph(b)

on [ ] pursuant to Rule 485, paragraph(b)
- ----
60 days after filing pursuant to Rule 485, paragraph (a)(i)
- ----
on pursuant to Rule 485, paragraph (a)(i)
- ---- ---------

X 75 days after filing pursuant to Rule 485, paragraph (a)(ii)
- ----
on [ ] pursuant to Rule 485, paragraph (a)(ii)
- ----
this post-effective amendment designates a new effective date for a
- ---- previously filed post-effective amendment.

The Registrant has registered an indefinite number of shares of beneficial
interest under the Securities Act of 1933 (the "1933 Act") pursuant to Rule
24F-2 under the Investment Company Act of 1940 (the "1940 Act"). Accordingly,
no fee is payable herewith. A Rule 24f-2 Notice for the Registrant's fiscal
year ended October 31, 1995 was filed with the Commission on about
December 28, 1995. Schroeder International Smaller Companies Fund of
Registrant is structured as a master-feeder fund. This amendment includes
a manually executed signature page for the master fund.

Effective January 9, 1996, Schroder Capital Funds, Inc. (the "Company"),
a Maryland Corporation, reorganized as Schroder Capital Funds (Delaware)
(the "Trust"), a Delaware business trust. The Trust hereby files this
Post-Effective Amendment to the Registration Statement of the Company and
expressly adopts the Registration Statement of the Company as its own for
all purposes of the 1933 Act, the Securities Exchange Act of 1934, and the
1940 Act.

<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)
FORM N-1A
CROSS REFERENCE SHEET
PART A

Form N-1A
Item No. (Caption) Location in Prospectus (Caption)
- --------- --------- --------------------------------
1. Cover Page Cover Page

2. Synopsis The Fund

3. Condensed Financial Not Applicable
Information

4. General Description of The Fund - Investment Objective;
Registrant Investment Policies; Investment
Restrictions; Special Risk
Considerations; Additional Investment
Policies

5. Management of the Fund Management of the Fund - Board of
Directors, Investment Advisor and
Portfolio Manager; Administrative
Services; Service Organizations; Other
Expenses; Portfolio Transactions; Other
Information - Custodian and Transfer
Agent

5A. Management's Discussion Not Applicable
of Fund Performance

6. Capital Stock and Other Information - Capitalization
Other Securities and Voting; Shareholder Inquiries;
Dividends, Distributions and Taxes

7. Purchase of Securities Investment in the Fund - Being Offered
Purchase of Shares; Retirement Plans;
Individual Retirement Accounts; Net
Asset Value; Management of the Fund -
Distribution

8. Redemption or Repurchase Investment in the Fund - Redemption of
Shares; Net Asset Value

9. Pending Legal Proceedings Not Applicable

<PAGE>
PART B

Form N-1A Location in Statement of Additional
Item No. (Caption) Information (Caption)
- --------- --------- ---------------------

10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information and Other Information - Organization
History

13. Investment Objectives Investment Policies; Investment
and Policies Restrictions

14. Management of the Fund Management - Officers and Directors

15. Control Persons and Not Applicable
Principal Holders of
Securities

16. Investment Advisory and Management - Investment Adviser;
Other Services Officers and Directors; Administrative
Services; Distribution of Fund Shares;
Fees and Expenses; Portfolio
Transactions - Brokerage and Research
Services; Other Information - Custodian
and Transfer Agent; Independent
Accountants

17. Brokerage Allocation Portfolio Transactions
and Other Practices

18. Capital Stock and Other Other Information - Capitalization
Securities and Voting

19. Purchase, Redemption Determination of Net Asset Value Per Share
and Pricing of Securities
Being Offered

20. Tax Status Taxation

21. Underwriters Management Distribution of Fund Shares;
Fees and Expenses

22. Calculation of Performance Other Information - Performance
Data Information

23. Financial Statements Not Applicable

-3-

<PAGE>

PART C. OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements

Not applicable to this filing.

Financial Highlights.

Not applicable to this filing

(b) Exhibits:

NOTE: * INDICATES THAT THE EXHIBIT IS INCORPORATED HEREIN BY REFERENCE. ALL
REFERENCES TO A POST-EFFECTIVE AMENDMENT ("PEA") OR PRE-EFFECTIVE AMENDMENT
("PREEA") ARE TO PEAS AND PREEAS TO REGISTRANT'S REGISTRATION STATEMENT ON FORM
N-1A, FILE NO. 2-34215.

(1)* Trust Instrument of Schroder Capital Funds (Delaware) (the "Trust") (filed
as Exhibit 1 to Registrant's PEA No. 46).

(3) None.

(4) (a) Sections 2.04 and 2.06 of Registrant's Trust Instrument provide as
follows:

"SECTION 2.04 TRANSFER OF SHARES. Except as otherwise
provided by the Trustees, Shares shall be transferable on the
records of the Trust only by the record holder thereof or by his
agent thereunto duly authorized in writing, upon delivery to the
Trustees or the Trust's transfer agent of a duly executed
instrument of transfer and such evidence of the genuineness of
such execution and authorization and of such other matters as may
be required by the Trustees. Upon such delivery the transfer
shall be recorded on the register of the Trust. Until such record
is made, the Shareholder of record shall be deemed to be the
holder of such Shares for all purposes hereunder and neither the
Trustees nor the Trust, nor any transfer agent or registrar nor
any officer, employee or agent of the Trust shall be affected by
any notice of the proposed transfer.

"SECTION 2.06 ESTABLISHMENT OF SERIES. The Trust created
hereby shall consist of one or more Series and separate and
distinct records shall be maintained by the Trust for each Series
and the assets associated with any such Series shall be held and
accounted for separately from the assets of the Trust or any
other Series. The Trustees shall have full power and authority,
in their sole discretion, and without obtaining any prior
authorization or vote of the Shareholders of any Series of the
Trust, to establish and designate and to change in any manner any
such Series of Shares or any classes of initial or additional
Series and to fix such preferences, voting powers, rights and
privileges of such Series or classes thereof as the Trustees may
from time to time determine, to divide or combine the Shares or
any Series or classes thereof into a greater or lesser

<PAGE>

number, to classify or reclassify any issued Shares or any Series
or classes thereof into one or more Series or classes of Shares,
and to take such other action with respect to the Shares as the
Trustees may deem desirable. The establishment and designation of
any Series shall be effective upon the adoption of a resolution
by a majority of the Trustees setting forth such establishment
and designation and the relative rights and preferences of the
Shares of such Series. A Series may issue any number of Shares
and need not issue shares. At any time that there are no Shares
outstanding of any particular Series previously established and
designated, the Trustees may by a majority vote abolish that
Series and the establishment and designation thereof.

"All references to Shares in this Trust Instrument shall be
deemed to be Shares of any or all Series, or classes thereof, as
the context may require. All provisions herein relating to the
Trust shall apply equally to each Series of the Trust, and each
class thereof, except as the context otherwise requires.

"Each Share of a Series of the Trust shall represent an
equal beneficial interest in the net assets of such Series. Each
holder of Shares of a Series shall be entitled to receive his pro
rata share of all distributions made with respect to such Series.
Upon redemption of his Shares, such Shareholder shall be paid
solely out of the funds and property of such Series of the
Trust."

(5)* Form of Investment Advisory Contract between the Trust and Schroder Capital
Management International Inc. with respect to each Fund (filed as Exhibit 5
to Registrant's PEA No. 46).

(6)* Form of Master Distribution Contract and Supplement to be between the Trust
and Schroder Fund Advisors Inc. (filed as Exhibit 6 to Registrant's PEA No.
46).

(8)* Form of Global Custody Agreement to be between the Trust and The Chase
Manhattan Bank, N.A. (filed as Exhibit 8 to Registrant's PEA No. 46).

(9) (a)* Form of Administration Agreement with Schroder Fund Advisors Inc.
with respect to each Fund except Schroder U.S. Equity Fund (filed
as Exhibit 9(a) to Registrant's PEA No. 46).

(b)* Form of Sub-Administration Agreement with Forum Financial Services,
Inc. (filed as Exhibit 9(b) to Registrant's PEA No. 46).

(c)* Form of Transfer Agency Agreement with Forum Financial Corp. (filed
as Exhibit 9(c) to Registrant's PEA No. 46).

(d)* Form of Fund Accounting Agreement with Forum Financial Corp. (filed
as Exhibit 9(d) to Registrant's PEA No. 46).

<PAGE>

(10) Opinion of Jacobs Persinger & Parker as to legality of shares to be issued
by the Trust (to be filed by subsequent post-effective amendment prior to
the effective date of this PEA No. 48).

(11) Not applicable to this filing.

(15) (a)* Form of Master Distribution Plan adopted by Registrant (filed as
Exhibit 15(a) to Registrant's PEA No. 46).

(b)* Form of Distribution Plan Supplement with respect to each Fund (filed
as Exhibit 15(b) to Registrant's PEA No. 46).

Other Exhibits*:

Copies of Powers of Attorney pursuant to which Trustees have signed this
Post-Effective Amendment (filed as Other Exhibits (A) - (F) to PEA No. 44).

Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

None.

Item 26. NUMBER OF HOLDERS OF SECURITIES.

(1) (2)

Number of Record
Holders as of
Title of Class July __,1996
-------------- -------------

Schroder U.S. Equity Fund ___

International Equity Fund ___

Schroder U.S. Smaller Companies Fund ___

Schroder Emerging Markets Fund
Institutional Portfolio ___

Schroder Latin American Fund ___

Schroder International Smaller
Companies Fund ___

Item 27. INDEMNIFICATION.

In accordance with Section 3803 of the Delaware Business Trust Act, SECTION
5.2 of the Registrant's Trust Instrument provides as follows:

"5.2. INDEMNIFICATION.

"(a) Subject to the exceptions and limitations contained in Section
(b) below:

<PAGE>

"(i) Every Person who is, or has been, a Trustee or officer of
the Trust (hereinafter referred to as a "Covered Person") shall be
indemnified by the Trust to the fullest extent permitted by law
against liability and against all expenses reasonably incurred or
paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by
virtue of being or having been a Trustee or officer and against
amounts paid or incurred by him in the settlement thereof;

"(ii) The words "claim," "action," "suit," or "proceeding"
shall apply to all claims, actions, suits or proceedings (civil,
criminal or other, including appeals), actual or threatened while
in office or thereafter, and the words "liability" and "expenses"
shall include, without limitation, attorneys' fees, costs,
judgments, amounts paid in settlement, fines, penalties and other
liabilities.

"(b) No indemnification shall be provided hereunder to a Covered
Person:

"(i) Who shall have been adjudicated by a court or body
before which the proceeding was brought (A) to be liable to the
Trust or its Holders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in
the conduct of the Covered Person's office or (B) not to have
acted in good faith in the reasonable belief that Covered
Person's action was in the best interest of the Trust; or

"(ii) In the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the Trustee's
or officer's office,

"(A) By the court or other body approving the settlement;

"(B) By at least a majority of those Trustees who are
neither Interested Persons of the Trust nor are parties to
the matter based upon a review of readily available facts
(as opposed to a full trial-type inquiry); or

"(C) By written opinion of independent legal counsel based
upon a review of readily available facts (as opposed to a
full trial-type inquiry);

provided, however, that any Holder may, by appropriate legal
proceedings, challenge any such determination by the Trustees or
by independent counsel.

"(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall
not be exclusive of or affect any other rights to which any Covered
Person may now or hereafter be entitled, shall continue as to a person
who has ceased to be a Covered Person and shall inure to the benefit of
the heirs, executors and administrators of such a person. Nothing
contained herein shall affect any rights to indemnification to which
Trust personnel, other than Covered Persons, and other persons may be
entitled by contract or otherwise under law.

"(d) Expenses in connection with the preparation and presentation
of a defense to any claim, action, suit or proceeding of the character
described in paragraph (a) of this Section 5.2 may be paid by the Trust
or Series from time to time prior to final disposition

<PAGE>

thereof upon receipt of an undertaking by or on behalf of such Covered
Person that such amount will be paid over by him to the Trust or Series
if it is ultimately determined that he is not entitled to
indemnification under this Section 5.2; provided, however, that either
(a) such Covered Person shall have provided appropriate security for
such undertaking, (b) the Trust is insured against losses arising out of
any such advance payments or (c) either a majority of the Trustees who
are neither Interested Persons of the Trust nor parties to the matter,
or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed
to a trial-type inquiry or full investigation), that there is reason to
believe that such Covered Person will be found entitled to
indemnification under this Section 5.2.

"(e) Conditional advancing of indemnification monies under this
Section 5.2 for actions based upon the 1940 Act may be made only on the
following conditions: (i) the advances must be limited to amounts used,
or to be used, for the preparation or presentation of a defense to the
action, including costs connected with the preparation of a settlement;
(ii) advances may be made only upon receipt of a written promise by, or
on behalf of, the recipient to repay that amount of the advance which
exceeds that amount which it is ultimately determined that he is
entitled to receive from the Trust by reason of indemnification; and
(iii) (a) such promise must be secured by a surety bond, other suitable
insurance or an equivalent form of security which assures that any
repayments may be obtained by the Trust without delay or litigation,
which bond, insurance or other form of security must be provided by the
recipient of the advance, or (b) a majority of a quorum of the Trust's
disinterested, non-party Trustees, or an independent legal counsel in a
written opinion, shall determine, based upon a review of readily
available facts, that the recipient of the advance ultimately will be
found entitled to indemnification.

"(f) In case any Holder or former Holder of any Series shall
be held to be personally liable solely by reason of the Holder or former
Holder being or having been a Holder of that Series and not because of
the Holder or former Holder acts or omissions or for some other reason,
the Holder or former Holder (or the Holder or former Holder's heirs,
executors, administrators or other legal representatives, or, in the
case of a corporation or other entity, its corporate or other general
successor) shall be entitled out of the assets belonging to the
applicable Series to be held harmless from and indemnified against all
loss and expense arising from such liability. The Trust, on behalf of
the affected Series, shall, upon request by the Holder, assume the
defense of any claim made against the Holder for any act or obligation
of the Series and satisfy any judgment thereon from the assets of the
Series."

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

(a) Schroder Capital Management International Inc. ("SCMI") provides
advisory services to individuals, businesses and other entities (including
registered investment companies). SCMI is a wholly-owned United States
subsidiary of Schroders Incorporated, the wholly-owned United States holding
company subsidiary of Schroders plc. Schroders plc is the holding company parent
of a large worldwide group of banks and financial service companies (referred to
as the "Schroder Group"), with associated companies and branch and
representative offices located in seventeen countries worldwide.

(b) Several of SCMI's officers and/or directors also serve as officers
and/or directors of, or are employed by, various other entities within the
Schroder Group.

<PAGE>

The following are the directors and principal officers of SCMI, including
their business connections which are of a substantial nature. The address of
each company listed, unless otherwise noted, is 33 Gutter Lane, London EC2V 8AS,
United Kingdom. Schroder Capital Management International Limited ("Schroder
Ltd.") is a United Kingdom affiliate of SCMI which provides investment
management services to international clients located principally in the United
States.

I. Peter Sedgwick, Chairman. Mr. Sedgwick is also Vice Chairman of
Schroders PLC, 120 Cheapside, London EC2V 6DS, United Kingdom, the holding
company of the various Schroder companies, Chairman and Director of
Schroder Ltd., Director and Chief Executive Officer of Schroder Investment
Management Limited, an investment management company, Director of Schroder
Investment Management (UK) Limited, Schroder Personal Financial Management
Limited, Schroder Investment Management (Europe) Limited, Schroder
Investment Trust Management Limited and Church, Charity & Local Authorities
Fund Managers Limited, 2 Fore Street, London EC2Y 5AQ, United Kingdom, each
an investment management company, and Director, The Equitable Life
Assurance Company, Walton Street, Aylesbury, Bucks, United Kingdom, a life
assurance company. Mr. Sedgwick is also a director of various nominee
companies and of various unit trust companies, investment trusts and closed
end investment companies for which SCMI and/or its affiliates provide
investment services.

David M. Salisbury, Chief Executive Officer. Mr. Salisbury is also the
Joint Chief Executive Officer and Director of Schroder Ltd. and Director of
Dimensional Fund Advisors Inc., 1299 Ocean Avenue, Santa Monica,
California, an investment advisory company and DFA Securities Inc., a
broker dealer subsidiary of Dimensional Fund Advisors Inc. located at the
same address. Until October 1992 Mr. Salisbury was Chairman of Schroder
Fund Advisors Inc. ("Schroder Advisors"), 787 Seventh Avenue, New York, New
York, a broker dealer. Mr. Salisbury is a director or former director of
various investment trust companies and closed end investment companies for
which SCMI and/or its affiliates provide investment services.

John S. Ager, Director. Mr. Ager is also a Director of Schroder Ltd.

Richard R. Foulkes, Director. Mr. Foulkes is also a Director of Schroder
Ltd.

David Gibson, Director. Mr. Gibson is also a Director of Schroder Ltd. and
Director of Schroder Investment Management Limited.

C. John Govett, Director. Mr. Govett is also a Director of Schroder Ltd.,
Schroder Investment Management Limited, Schroder Personal Investment
Management (investment adviser), Schroder Ventures Limited (investment
adviser) and Schroder Venture International Holdings Limited (investment
adviser). He is Chairman and Director of Schroder Properties Limited. He is
also Director of several investment companies for which SCMI and/or its
affiliates provide investment services.

Sharon L. Haugh, Director. Ms. Haugh is also a Director of Schroder Ltd.
and Director of Schroder Advisors.

Laura E. Luckyn-Malone, Director. Ms. Luckyn-Malone is also a Director of
Schroder Ltd. and President and Director of a closed-end investment company
for which SCMI and/or its affiliates provide investment services.

<PAGE>

Gavin D.L. Ralston, Director. Mr. Ralston is also a Director of Schroder
Ltd.

Mark J. Smith, Director. Mr. Smith is also Director, Schroder Ltd. and
Schroder Investment Management (Guernsey) Limited, an investment management
company, and Director and Vice President of Schroder Advisors. Mr. Smith is
also a director of various investment trusts and open end investment
companies for which SCMI and/or its affiliates provide investment services.

John A. Troiano, Director. Mr. Troiano is also a Director of Schroder Ltd.,
Director of Schroder Advisors and President and Director of open end
investment companies for which Schroder and/or its affiliates provide
investment services.

Jane Lucas, Director. Ms. Lucas is also a director Schroder Wertheim
Investment Services, an affiliate of SCMI.

Andrew R. Barker, First Vice President. Mr. Barker is also First Vice
President of Schroder Ltd.

J. Ann Bonathan, First Vice President. Ms. Bonathan is also First Vice
President of Schroder Ltd. During the last two years, Ms. Bonathan has been
Deputy Head of Custody Operations of SG Warburg, 1 Finsbury Avenue, London,
merchant bankers.

John D. Burns, First Vice President. During the last two years, Mr. Burns
has been First Vice President of Schroder Ltd. and Assistant Director of
Morgan Grenfell Asset Management Ltd., 20 Finsbury Circus, London EC2M 1NB,
an investment adviser.

Heather F. Crighton, Vice President. Ms. Crighton is also Vice President of
Schroder Ltd.

Louise Crouset, First Vice President. Mr. Crouset is also First Vice
President of Schroder Ltd. and, until October 1993, was Vice President of
Wellington Management, an investment adviser.

Robert C. Davy, First Vice President. Mr. Davy is also a Director of
Schroder Ltd. and an officer of open end investment companies for which
SCMI and/or its affiliates provide investment services.

Margaret H. Douglas-Hamilton, Secretary. Ms. Douglas-Hamilton is also First
Vice President and General Counsel of Schroders Incorporated, 787 Seventh
Avenue, New York, New York, the holding company for various United States
based SCMI affiliates. Ms. Douglas-Hamilton is also Secretary to various
SCMI affiliates, including Schroder Advisors.

Abdallah Nauphal, First Vice President.

Joshua Shapiro, First Vice President.

John Stainsby, First Vice President. Mr. Stainsby is also First Vice
President of Schroder Ltd.

Ellen B. Sullivan, First Vice President.

<PAGE>

Fariba Talebi, First Vice President. Ms. Talebi is also an officer of
various open end investment companies for which SCMI and/or its affiliates
provide investment services.

Jan Kees van Heusde, First Vice President. Mr. van Heusde is also First
Vice President of Schroder Ltd.

Patrick Vermeulen, Vice First President. Mr. Vermeulen is also Vice
First President of Schroder Ltd.

Kathleen Adams, Vice President. Ms. Adams is also Vice President of
Schroder Advisors.

Mark J. Astley, Vice President.

William H. Barnes, Vice President. During the last two years, Mr. Barnes
has been a marketer at Nomura Capital Management Ltd., 180 Maiden Lane New
York, NY 10038, and investment adviser.

Susan M. Belson, Vice President.

Alan Gilston, Vice President.

Robert A. Jackowitz, Vice President.

Clare L. Latham, Vice President. During the last two years, Ms. Latham has
been First Vice President of Schroder Ltd. and Analyst at the Bank of
England, Threadneedle Street, London EC2R 8AH.

Catherine A. Mazza, Vice President. During the last two years, Ms. Mazza
has been a Vice President of Alliance Capital, 1345 Sixth Avenue, New York,
NY 10105, an investment adviser.

Robert J. Martorana, Vice President.

Thomas Melendez, Vice President. During the last two years, Mr. Melendez
has been a Vice President of Natwest Securities, 175 Water Street, New
York, NY, an investment adviser.

Ira L. Unschuld, Vice President. Mr. Unschuld is also an officer of various
open end investment companies for which SCMI and/or its affiliates provide
investment services.

Dawn M. Vroegop, Vice President. During the last two years, Ms. Vroegop has
been an Associate of A.T. Keaney, Inc., 153 East 53rd Street, New York, NY,
management consultants.

Item 29. PRINCIPAL UNDERWRITERS.

(a) Schroder Fund Advisors, Inc., the Registrant's principal underwriter,
also serves as principal underwriter for WSIS Series Trust.

<PAGE>

(b) Following is information with respect to each officer and
director of Schroder Fund Advisors Inc., the Distributor of the shares of
International Equity Fund, Schroder U.S. Equity Fund, Schroder U.S. Smaller
Companies Fund, Schroder International Smaller Companies Fund, Schroder Emerging
Markets Fund and Schroder Latin American Fund (each a series of the Registrant):

Position and
Name and Principal Position and Offices Offices with
Business Address* with Distributor Registrant
----------------- ---------------- ----------

Laura E. Luckyn-Malone Chairman and Director and
President President

Sharon L. Haugh Director None

Mark J. Smith Director and Vice Director and Vice
President President

John A. Troiano Director Vice President

Margaret H. Douglas-Hamilton Secretary Secretary

Kathleen Adams Vice President None

Catherine A. Mazza Vice President Vice President

Robert Jackowitz Treasurer Treasurer

* Address for each is 787 Seventh Avenue, New York, New York 10019 except
for John A. Troiano and Mark J. Smith each of whose address is 33 Gutter Lane,
London, England.

30. LOCATION OF ACCOUNTS AND RECORDS.

The accounts, books and other documents required to be maintained by
Registrant with respect to Schroder Emerging Markets Fund pursuant to Section
31(a) of the Investment Company Act of 1940 and the Rules thereunder will be
maintained at the offices of Schroder Capital Management International Inc. and
Schroder Fund Advisors Inc., 787 Seventh Avenue, New York, New York 10019 and/or
33 Gutter Lane, London EC2V 8AS, England, except that certain items will be
maintained at the following locations:

(a) Forum Financial Corp., Two Portland Square, Portland, Maine 04101
(shareholder records).

(b) Forum Financial Services, Inc., Two Portland Square, Portland, Maine
04101 (corporate minute book).

Item 31. MANAGEMENT SERVICES.

Inapplicable.

Item 32. UNDERTAKINGS.

Inapplicable.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of New York and the State of New York on the 30th
day of April, 1996.

SCHRODER CAPITAL FUNDS (DELAWARE)

By:
----------------------------------------------
Laura E. Luckyn-Malone
President

Pursuand to the requirements of the Securities Act of 1933, this amendment to
the Registrant's Registration Statement has been signed below by the following
persons in teh capacities indicated on the 30th day of April, 1996.

Signatures Title
---------- -----

(a) Principal Executive Officer

President
-------------------------------- and Director
Laura E. Luckyn-Malone

(b) Principal Financial and
Accounting Officer

Robert Jackowitz Treasurer

By:
-----------------------------
Thomas G. Sheehan, Attorney-in-Fact

Director
--------------------------------
Laura E. Luckyn-Malone

PETER E. GUERNSEY* Director
RALPH E. HANSMANN* Director
JOHN I. HOWELL* Director
HERMANN C. SCHWAB* Director
MARK J. SMITH* Director

*By:
----------------------------
Thomas G. Sheehan, Attorney-in-Fact

<PAGE>

SIGNATURES

SCHRODER CAPITAL FUNDS (DELAWARE)

By: /s/ Laura E. Luckyn-Malone
----------------------------------------------
Laura E. Luckyn-Malone
President

Signatures Title
---------- -----

(a) Principal Executive Officer

/s/ Laura E. Luckyn-Malone President
-------------------------------- and Director
Laura E. Luckyn-Malone

(b) Principal Financial and
Accounting Officer

Robert Jackowitz Treasurer

By:/s/ Thomas G. Sheehan
-----------------------------
Thomas G. Sheehan, Attorney-in-Fact

/s/ Laura E. Luckyn-Malone Director
--------------------------------
Laura E. Luckyn-Malone

PETER E. GUERNSEY* Director
RALPH E. HANSMANN* Director
JOHN I. HOWELL* Director
HERMANN C. SCHWAB* Director
MARK J. SMITH* Director

*By:/s/ Thomas G. Sheenhan
----------------------------
Thomas G. Sheehan, Attorney-in-Fact

<PAGE>

SCHRODER INTERNATIONAL SMALLER COMPANIES FUND
TWO PORTLAND SQUARE
PORTLAND, MAINE 04101

---------------------

ADVISOR SHARES

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GENERAL INFORMATION: (207) 879-8903
ACCOUNT INFORMATION: (800) 344-8332
FAX: (207) 879-6206
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SCHRODER CAPITAL MANAGEMENT INTERNATIONAL INC. - INVESTMENT ADVISER
SCHRODER FUND ADVISORS INC. - ADMINISTRATOR & DISTRIBUTOR

This Prospectus offers Advisor Shares ("Advisor Shares") of Schroder
International Smaller Companies Fund (the "Fund"), a separately-managed,
diversified portfolio of Schroder Capital Funds (Delaware) (the "Trust"), an
open-end management investment company currently consisting of seven separate
portfolios, each of which has different investment objectives and policies.
The Fund's investment objective is long-term capital appreciation through
investment in securities markets outside the United States. Investments in
foreign securities involve special risks in addition to the risks associated
with investments in general and there can be no assurance that the Fund's
objective will be achieved.

THE FUND CURRENTLY SEEKS TO ACHIEVE ITS INVESTMENT OBJECTIVE BY HOLDING, AS
ITS ONLY INVESTMENT SECURITIES, AN INTEREST IN INTERNATIONAL SMALLER COMPANIES
PORTFOLIO (THE "PORTFOLIO"), A SEPARATE PORTFOLIO OF SCHRODER CAPITAL FUNDS
("CORE TRUST"), A REGISTERED OPEN-END MANAGEMENT INVESTMENT COMPANY HAVING
SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE AND POLICIES AS THE FUND. SEE
"OTHER INFORMATION - FUND STRUCTURE."

This prospectus sets forth concisely the information a prospective Investor
should know before investing in the Fund. A Statement of Additional
Information (the "SAI") dated July , 1996 and as supplemented from time to
time containing additional information about the Fund has been filed with the
Securities and Exchange Commission ("SEC") and is hereby incorporated by
reference into this Prospectus. It is available without charge and may be
obtained by writing or calling the Fund at the address and telephone numbers
printed above.

This prospectus should be read and retained for information about the Fund.

THE SHARES OFFERED HEREBY ARE NOT OBLIGATIONS, DEPOSITS, OR ACCOUNTS OF, OR
ENDORSED OR GUARANTEED BY, ANY BANK OR ANY AFFILIATE OF A BANK AND ARE NOT
INSURED OR GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE SYSTEM, OR ANY FEDERAL AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

This Prospectus is dated July , 1996.

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PROSPECTUS SUMMARY

THE FUND. The Fund is a separately managed, diversified portfolio of the
Trust, a Delaware business trust registered as an open-end management
investment company under the Investment Company Act of 1940 (the "Act"). The
Fund's investment objective is long-term capital appreciation through
investment in securities markets outside the U.S. Currently, the Fund seeks
to achieve its investment objective by investing exclusively in the
Portfolio, a series of Schroder Capital Funds ("Core Trust"), itself a
registered open-end management investment company. The Portfolio has
substantially the same investment objective and policies as the Fund.
Accordingly, the investment experience of the Fund will correspond directly
with the investment experience of the Portfolio. The Fund currently offers
two separate classes of shares: Advisor Shares("Advisor Shares") and
Institutional Shares ("Institutional Shares"). Only Advisor Shares are
offered through this Prospectus and are sometimes referred to herein as the
"Shares."

INVESTMENT ADVISER. The Portfolio's investment adviser is Schroder Capital
Management International Inc. ("SCMI"), 787 Seventh Avenue, New York, New
York 10019. The investment advisory fee paid to SCMI by the Portfolio is
borne indirectly by the Fund. See "Management of the Fund" -- Investment
Adviser and Portfolio Manager."

ADMINISTRATOR AND DISTRIBUTOR. Schroder Fund Advisors Inc. ("Schroder
Advisors"), formerly Schroder Capital Distributors, Inc., serves as
Administrator and Distributor of the Fund, and Forum Financial Services, Inc.
("Forum") is the Fund's Sub-Administrator.

PURCHASES AND REDEMPTIONS OF SHARES. Shares may be purchased or redeemed by
mail, by bank-wire and through an investor's broker-dealer or other financial
institution. The minimum initial investment is $ , except that the
minimum for an Individual Retirement Account is $ . The minimum
subsequent investment is $ . See "Investment in the Fund -- Purchase of
Shares" and "- Redemption of Shares."

DIVIDENDS AND DISTRIBUTIONS. The Fund declares and pays as a dividend
substantially all of its net investment income annually and distributes any
net realized long-term capital gain at least annually. Dividend and capital
gain distributions are reinvested automatically in additional shares of the
Fund at net asset value unless the shareholder has notified the Fund in a
Purchase Application or otherwise in writing of the shareholder's election to
receive distributions in cash. See "Dividends, Distributions and Taxes."

RISK CONSIDERATIONS. There can be no assurance that the Fund will achieve
its investment objective, and the Fund's net asset value and total return
will fluctuate based upon changes in the securities it invests in directly or
indirectly through the Portfolio. The Portfolio's objective of investing in
the securities of foreign issuers may involve risks in addition to those
normally associated with investments in the securities of U.S. issuers,
including risks of foreign political and economic instability, adverse
movements in exchange rates, and the imposition or tightening of limitations
on the repatriation of capital. Accordingly, the Fund is not a complete
investment program. See "Additional Investment Policies and Risk
Considerations." By investing solely in the Portfolio, the Fund may achieve
certain efficiencies and economies of scale. Nonetheless,

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this investment could also have potential adverse effects on the Fund. Investors
in the Fund should consider these risks, as described under "Other Information
- -- Fund Structure."

FEE TABLE

The table below shows the estimated costs and expenses that an investor
would incur as a holder of Institutional Shares. There are no transaction
expenses associated with purchases or redemptions of Institutional Shares.

Annual Fund Operating Expenses (as a percentage of average net assets)(1),(2)

Management Fees 1.20%
12b-1 Fees 0.50%
Other Expenses 0.50%
Total Fund Operating Expenses 1.70%

(1) The amount of Management Fees is the annual rate stated in the investment
advisory agreement. The amount of the Other Expenses is an estimate for
the Fund's current fiscal year ending October 31, 1996, assuming that net
assets of the Fund are at least equal to $50 million.

(2) Expenses include the Fund's pro rata portion of all operating expenses
of the Portfolio, which will be borne indirectly by Fund shareholders.
The Trust's Board of Trustees believes that the aggregate per share
expenses of the Fund and the Portfolio will be approximately equal to
the expenses the Fund would incur if its assets were invested directly
in portfolio securities. Investment advisory fees are those incurred by
the Portfolio; as long as the Fund's assets are invested in the
Portfolio, the Fund pays no investment advisory fees directly.

SCMI and Schroder Advisors have voluntarily undertaken to waive a portion of
their fees and assume certain expenses of the Fund to the extent that the
Fund's total expenses exceed 2.20% of the Fund's average daily net assets.
This undertaking cannot be withdrawn except by a majority vote of the
Independent Trustees of the Trust. See "Management - Other Expenses."

EXAMPLE

Based on the expenses listed above, you would pay the following expenses on a
$1,000 investment, assuming (1) a 5% annual return, (2) redemption at the end
of each time period, and (3) reinvestment of all dividends and other
distributions:

1 year $__
3 years $__

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
OR RETURNS, AND ACTUAL EXPENSES OR RETURNS BE MORE OR LESS THAN THOSE SHOWN.
The 5% annual return is not a prediction of the Fund's return, but is required
by the Securities and Exchange Commission for purposes of these calculations.

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INVESTMENT OBJECTIVE AND POLICIES

The Fund is designed for U.S. Investors who seek capital appreciation and
international diversification of their investments by participating in
foreign securities markets. The Fund is not a complete investment program and
investments in the securities of foreign issuers generally involve risks in
addition to risks associated with investments in the securities of U.S.
issuers.

INVESTMENT OBJECTIVE AND THE PORTFOLIO

The investment objective of the Fund is long-term capital appreciation
through investment in securities markets outside the U.S. There is no
assurance that the Fund will achieve its investment objective.

The Fund currently seeks to achieve its investment objective by investing all
of its investment assets in the Portfolio, which has substantially the same
investment objective and policies. Therefore, although the following
discusses the investment policies of the Portfolio (and the responsibilities
of Core Trust's Board of Trustees), it applies equally to the Fund (and the
Trust's Board of Trustees). Additional information concerning the investment
policies of the Fund and Portfolio, including additional fundamental
policies, is contained below and in the SAI.

INVESTMENT POLICIES

As a non-fundamental policy, the Portfolio normally invests at least 65% of
its total assets in equity securities of companies domiciled outside the U.S.
that have market capitalizations under $1 billion at the time of investment.
Investments by the Portfolio are selected by the Portfolio's investment
advisor, Schroder Capital Management International Inc. (the "Advisor"), on
the basis of their potential for capital appreciation without regard for
current income. In seeking the Portfolio's investment objective, the Advisor
will consider the following factors in determining the potential for capital
appreciation: issuers' sensitivity to cyclical factors; issuers' potential
for long-term growth; issuers' financial conditions; whether issuers'
management holds a significant equity position in the issuer; and valuation.
This investment approach provides the Portfolio the opportunity to benefit by
purchasing undervalued equities.

The Portfolio may also invest in debt obligations of the United States and
its subdivisions, foreign governments, international organizations and
foreign corporations and, subject to certain restrictions, in the securities
of closed-end investment companies investing primarily in foreign securities.
The Portfolio may from time to time invest up to 5% of its total assets in
debt securities with relatively high risk and high yields (as compared to
other debt securities meeting the Portfolio's investment criteria). The debt
securities in which the Portfolio invests may be unrated, but will not be in
default at the time of purchase. The value of debt securities generally
varies inversely with interest rate changes. See "Additional Investment
Policies and Risk Considerations."

The Portfolio may purchase preferred stock and convertible debt securities,
including warrants and convertible preferred stock, and may purchase American
Depository Receipts, European

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Depository Receipts, Global Depository Receipts or other similar securities of
foreign issuers. The Portfolio may also enter into foreign exchange contracts,
including forward contracts to purchase or sell foreign currencies, in
anticipation of its currency requirements and to protect against possible
adverse movements in foreign exchange rates. Although such contracts may reduce
the risk of loss to the Portfolio from adverse movements in currency values, the
contracts also limit possible gains from favorable movements. For temporary
defensive purposes, the Portfolio may invest without limitation in (or enter
into repurchase agreements maturing in seven days or less with U.S. banks and
broker-dealers with respect to) short-term debt securities, including U.S.
Government securities, certificates of deposit and bankers' acceptances of U.S.
banks. The Portfolio may also hold cash and time deposits in foreign banks
denominated in any major foreign currency. See "Additional Investment Policies
and Risk Considerations" in the Prospectus and "Investment Policies" in the SAI
for further information about all these types of investments.

Countries in which the Portfolio may invest include, but are not limited to,
Japan, Germany, the United Kingdom, France, Italy, Belgium, Switzerland, the
Netherlands, Hong Kong, Singapore/Malaysia, Australia, Sweden, Norway,
Denmark and Spain. The Portfolio has a non-fundamental policy to invest in
the securities of foreign issuers domiciled in at least three foreign
countries. In general, the Portfolio will invest only in securities of
companies and governments in countries that the Advisor, in its judgment,
considers both politically and economically stable. The Portfolio may invest
more than 25% of its total assets in issuers located in any one country. To
the extent it invests in issuers located in one country, the Portfolio is
susceptible to factors adversely affecting that country. See "Additional
Investment Policies and Risk Considerations."

In selecting securities denominated in foreign currencies, the Advisor will
consider, among other factors, the effect of movement in currency exchange
rates on the U.S. dollar value of such securities. An increase in the value
of a currency will increase the total return to the Portfolio of securities
denominated in such currency. Conversely, a decline in the value of the
currency will reduce the total return. The Portfolio may seek to hedge all
or a portion of the Portfolio's foreign securities through the use of forward
foreign currency contracts. Although such contracts may reduce the risk of
loss to the Portfolio from adverse movements in currency values, the
contracts also limit possible gains from favorable movements. See
"Additional Investment Policies and Risk Considerations" below.

ADDITIONAL INVESTMENT POLICIES AND RISK CONSIDERATIONS

INVESTMENT RESTRICTIONS

The investment objective and all investment policies of each of the Fund and
the Portfolio that are designated as Fundamental may not be changed without
approval of the holders of a majority of the outstanding voting securities of
the Fund or the Portfolio, as applicable. A majority of outstanding voting
securities means the lesser of 67% of the shares present or represented at a
shareholder meeting at which the holders of more than 50% of the outstanding
shares are present or represented, or more than 50% of outstanding shares.
Unless otherwise indicated, all other investment policies are not fundamental
and may be changed by the Board of Trustees without

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shareholder approval of the shareholders of the Fund. Likewise, non-fundamental
investment policies of the Portfolio may be changed by Core Trust's Board of
Trustees without shareholder approval. For more information concerning
shareholder voting, see "Other Information -- Capitalization and Voting"
and "Other Information -- Portfolio Structure."

The following investment restrictions of the Fund, which are the same as
those of the Portfolio, are Fundamental policies:

(1) The Portfolio will not concentrate investments in any particular
industry; therefore, the Portfolio will not purchase the securities of
companies in any one industry if, thereafter, 25% or more of the Portfolio's
total assets would consist of securities of companies in that industry.
(This restriction does not apply to obligations issued or guaranteed by the
United States Government, its agencies or instrumentalities. An investment
of more than 25% of the Portfolio's assets in the securities of issuers
located in one country should not be considered to contravene this policy.)

(2) The Portfolio will not borrow money or pledge its assets in excess of
10% of its total assets taken at market value (including the amount borrowed)
and then only from a bank as a temporary measure for extraordinary or
emergency purposes, including to meet redemptions or to settle securities
transactions. Usually only "leveraged" investment companies may borrow in
excess of 5% of their assets; however, the Portfolio will not borrow to
increase income but only as a temporary measure for extraordinary or
emergency purposes, including to meet redemptions or to settle securities
transactions which may otherwise require untimely dispositions of Portfolio
securities. The Portfolio will not purchase securities while borrowings
exceed 5% of total assets. (For the purpose of this restriction, collateral
arrangements with respect to the writing of options, futures contracts,
options on futures contracts, and collateral arrangements with respect to
initial and variation margin are not deemed to be a pledge of assets and
neither such arrangements nor the purchase or sale of futures or related
options are deemed to be the issuance of a senior security.)

(3) The Portfolio will not make investments for the purpose of exercising
control or management. Investments by the Portfolio in wholly-owned
investment entities created under the laws of certain countries will not be
deemed the making of investments for the purpose of exercising control or
management.

(4) The Portfolio will not purchase more than 10% of the voting securities
of any one issuer. Moreover, the Portfolio will not purchase more than 3% of
the outstanding securities of any closed-end investment company. (Any such
purchase of securities issued by a closed-end investment company will
otherwise be made in full compliance with Sections 12(d)(1)(a)(i), (ii) and
(iii) of the Act.)

(5) Except in those circumstances described below, the Portfolio will not
invest more than 10% of its assets in "restricted securities", which are
securities that cannot be resold to the public without registration under the
Federal securities laws. This policy does not include restricted

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securities that can be sold to the public in foreign markets or that may
eligible for resale to qualified institutional purchasers pursuant to Rule 144A
under the Securities Act of 1933 that are determined to be liquid by the Advisor
pursuant to guidelines adopted by Core Trust's Board of Trustees. Such
guidelines take into account trading activity for such securities and the
availability of reliable pricing information, among other factors. If there
is a lack of trading interest in particular Rule 144A securities, these
securities may be illiquid.

As a non-fundamental policy, the Portfolio will not invest more than 15% of
its total assets in securities that are "illiquid," which are securities that
cannot be disposed of within seven days at their then-current value.
Restricted securities may also be illiquid, depending on whether they can be
resold without registration.

The percentage restrictions described above and in the SAI apply only at the
time of investment and require no action by the Portfolio as a result of
subsequent changes in value of the investments or the size of the Portfolio.
A supplementary list of investment restrictions is contained in the SAI.

INVESTMENT TYPES

COMMON AND PREFERRED STOCK AND WARRANTS. The Portfolio may invest in common
and preferred stock. Common stockholders are the owners of the company
issuing the stock and, accordingly, vote on various corporate governance
matters such as mergers. They are not creditors of the company, but rather,
upon liquidation of the company, are entitled to their pro rata share of the
company's assets after creditors (including fixed income security holders)
and, if applicable, preferred stockholders are paid. Preferred stock is a
class of stock having a preference over common stock as to dividends and, in
the alternative, as to the recovery of investment. A preferred stockholder
is a shareholder in the company and not a creditor of the company, as is a
holder of the company's fixed income securities. Dividends paid to common
and preferred stockholders are distributions of the earnings of the company
and not interest payments, which are expenses of the company. Equity
securities owned by the Portfolio may be traded in the over-the counter
market or on a securities exchange, but may not be traded every day or in the
volume typical of securities traded on a major U.S. national securities
exchange. As a result, disposition by the Portfolio of a security to meet
redemptions by interest holders or otherwise may require the Portfolio to
sell these securities at a discount from market prices, to sell during
periods when disposition is not desirable, or to make many small sales over a
lengthy period of time. The market value of all securities, including equity
securities, is based upon the market's perception of value and not
necessarily the book value of an issuer or other objective measure of a
company's worth. The Portfolio may also invest in warrants, which are
options to purchase an equity security at a specified price (usually
representing a premium over the applicable market value of the underlying
equity security at the time of the warrant's issuance) and usually during a
specified period of time.

ADRS. The Portfolio may invest in certain emerging market issuers exclusively
or primarily through the purchase of sponsored and unsponsored American
Depository Receipts ("ADRs") or other similar securities, such as American
Depository Shares, Global Depository Shares or

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International Depository Receipts; or through investment in government
approved investment companies or other vehicles. ADRs are receipts typically
issued by U.S. banks evidencing ownership of the underlying securities, into
which they are convertible. These securities may or may not be denominated
in the same currency as the underlying securities. Unsponsored ADRs may be
created without the participation of the foreign issuer. Holders of these
ADRs generally bear all the costs of the ADR facility, whereas foreign
issuers typically bear certain costs in a sponsored ADR. The bank or trust
company depository of an unsponsored ADR may be under no obligation to
distribute shareholder communications received from the foreign issuer or to
pass through voting rights.

FOREIGN EXCHANGE CONTRACTS. Changes in foreign currency exchange rates will
affect the U.S. dollar values of securities denominated in currencies other
than the U.S dollar. The rate of exchange between the U.S. dollar and other
currencies fluctuates in response to forces of supply and demand in the
foreign exchange markets. These forces are affected by the international
balance of payments and other economic and financial conditions, government
intervention, speculation and other factors, many of which may be difficult
if not impossible to predict. When investing in foreign securities, the
Portfolio usually effects currency exchange transactions on a spot (i.e.,
cash) basis at the spot rate prevailing in the foreign exchange market. The
Portfolio incurs foreign exchange expenses in converting assets from one
currency to another.

The Portfolio may enter into foreign currency forward contracts or currency
futures or options contracts for the purchase or sale of foreign currency to
"lock in" the U.S. dollar price of the securities denominated in a foreign
currency or the U.S. dollar value of interest and dividends to be paid on
such securities, or to hedge against the possibility that the currency of a
foreign country in which the Portfolio has investments may suffer a decline
against the U.S. dollar. A forward currency contract is an obligation to
purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. This method of attempting to hedge
the value of portfolio securities against a decline in the value of a
currency does not eliminate fluctuations in the underlying prices of the
securities. Although the strategy of engaging in foreign currency
transactions could reduce the risk of loss due to a decline in the value of
the hedged currency, it could also limit the potential gain from an increase
in the value of the currency. The Portfolio does not intend to maintain a
net exposure to such contracts where the fulfillment of the Portfolio's
obligations under such contracts would obligate the Portfolio to deliver an
amount of foreign currency in excess of the value of the Portfolio's
portfolio securities or other assets denominated in the currency. The
Portfolio will not enter into these contracts for speculative purposes and
will not enter into non-hedging currency contracts. These contracts involve
a risk of loss if the Advisor fails to predict currency values correctly.
The Portfolio has no present intention to enter into currency futures or
options contracts but may do so in the future.

Because most of the Portfolio's income will be received and realized in
foreign currencies and the Portfolio will be required to compute and
distribute income in U.S. dollars, a decline in the value of a particular
foreign currency against the U.S. dollar occurring after the Portfolio's
income has been earned and thereafter computed into U.S. dollars may require
the Portfolio to liquidate some portfolio securities to acquire sufficient
U.S. dollars to make such distributions.

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Similarly, if the exchange rate declines between the time the Portfolio incurs
expenses in U.S. dollars and the time such expenses are paid, the Portfolio may
be required to liquidate additional foreign securities to purchase the U.S.
dollars required to meet such expenses.

When-Issued and Delayed Delivery Securities and Forward Commitments. From
time to time, in the ordinary course of business, the Portfolio may purchase
securities on a when-issued or delayed delivery basis or may purchase or sell
securities on a forward commitment basis. When such transactions are
negotiated, the price is fixed at the time of the commitment, but delivery
and payment can take place a month or more after the date of the commitment.
There is no overall limit on the percentage of the Portfolio's assets which
may be committed to the purchase of securities on a when-issued, delayed
delivery or forward commitment basis. An increase in the percentage of the
Portfolio's assets committed to the purchase of securities on a when-issued,
delayed delivery or forward commitment basis may increase the volatility of
the Portfolio's net asset value.

When, As and If Issued Securities. The Portfolio may purchase securities on
a "when, as and if issued" basis under which the issuance of the security
depends upon the occurrence of a subsequent event, such as approval of a
merger, corporate reorganization, leveraged buyout or debt restructuring. If
the anticipated event does not occur and the securities are not issued, the
Portfolio will have lost an investment opportunity. There is no overall
limit on the percentage of the Portfolio's assets which may be committed to
the purchase of securities on a "when, as and if issued" basis. An increase
in the percentage of the Portfolio's assets committed to the purchase of
securities on a "when, as and if issued" basis may increase the volatility of
its net asset value.

SPECIAL RISK CONSIDERATIONS

FOREIGN INVESTMENTS. All investments, domestic and foreign, involve certain
risks. Investment in the securities of foreign issuers may involve risks in
addition to those normally associated with investments in the securities of
U.S. issuers. In general, the Portfolio will invest only in securities of
companies and governments in countries which the Advisor, in its judgment,
considers both politically and economically stable. Nevertheless, all
foreign investments are subject to risks of foreign political and economic
instability, adverse movements in foreign exchange rates, the imposition or
tightening of exchange controls or other limitations on repatriation of
foreign capital and changes in foreign governmental attitudes towards private
investment possibly leading to nationalization, increased taxation or
confiscation of Portfolio assets. To the extent the Portfolio invests
substantially in issuers located in one country or area, such investments may
be subject to greater risk in the event of political or social instability or
adverse economic developments affecting that country or area.

Moreover, (i) dividends payable on foreign securities may be subject to
foreign withholding taxes, thereby reducing the income available for
distribution to the Portfolio's, and thus the Portfolio's, shareholders; (ii)
commission rates payable on foreign portfolio transactions are generally
higher than in the U.S.; (iii) accounting, auditing and financial reporting
standards differ from those in the U.S., and this may mean that less
information about foreign companies may be available than is generally
available about issuers of comparable securities in the U.S.;

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(iv) foreign securities often trade less frequently and with less volume than
U.S. securities and consequently may exhibit greater price volatility; and (v)
foreign securities trading practices, including those involving securities
settlement, may expose the Portfolio to increased risk in the event of a
failed trade or the insolvency of a foreign broker-dealer or registrar.

EMERGING MARKETS. The Portfolio may invest in securities of issuers located
in countries, considered by some to be emerging market countries. The risks
of investing in foreign securities may be greater with respect to securities
of issuers in, or denominated in the currencies of, emerging market
countries. The economies of emerging market countries generally are heavily
dependent upon international trade and, accordingly, have been and may
continue to be adversely affected by trade barriers, exchange controls,
managed adjustments in relative currency values and other protectionist
measures imposed or negotiated by the countries with which they trade. These
economies also have been and may continue to be adversely affected by
economic conditions in the countries with which they trade. The securities
markets of emerging market countries are substantially smaller, less
developed, less liquid and more volatile than the securities markets of the
U.S. and other developed countries. Disclosure and regulatory standards in
many respects are less stringent in emerging market countries than in the
U.S. and other major markets. There also may be a lower level of monitoring
and regulation of emerging market countries than in the U.S. and other major
markets. There also may be a lower level of monitoring and regulation of
emerging markets and the activities of investors in such markets, and
enforcement of existing regulations may be extremely limited. Investing in
local markets, particularly in emerging market countries, may require the
Portfolio to adopt special procedures, seek local government approvals or
take other actions, each of which may involve additional costs to the
Portfolio. Certain emerging market countries may also restrict investment
opportunities in issuers in industries deemed important to national interests.

CURRENCY FLUCTUATIONS AND DEVALUATIONS. Because the Portfolio will invest
heavily in non-U.S. currency denominated securities, changes in foreign
currency exchange rates will affect the value of the Portfolio's investments.
A decline in the value of currencies in which the Portfolio's investments
are denominated against the dollar will result in a corresponding decline in
the dollar value of the Portfolio's assets. This risk tends to be heightened
in the case of investing in certain emerging market countries

GEOGRAPHIC CONCENTRATION. The Portfolio may invest more than 25% of its
total assets in issuers located in any one country. To the extent it invests
in issuers located in one country, the Portfolio is susceptible to factors
adversely affecting that country. In particular, these factors may include
the political and economic developments and foreign exchange rate
fluctuations discussed above. As a result of investing substantially in one
country, the value of the Portfolio's assets may fluctuate more widely than
the value of shares of a comparable Portfolio having a lesser degree of
geographic concentration.

PORTFOLIO TURNOVER. The Portfolio may engage in short-term trading but its
portfolio turnover rate is not expected to exceed 100%. High portfolio
turnover and short-term trading involve correspondingly greater commission
expenses and transaction costs. Also, higher portfolio turnover rates can
make it more difficult for the Portfolio to qualify as a regulated investment

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company for federal income tax purposes and may cause shareholders of the
Portfolio to recognize gains for federal income tax purposes. See "Taxation"
in the SAI.

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES

The business and affairs of the Fund are managed under the direction of the
Board. The business and affairs of the Portfolio are managed under the
direction of the Core Trust Board. The Trustees of both Trust and Core Trust
are Peter E. Guernsey, Ralph E. Hansmann, John I. Howell, Laura E.
Luckyn-Malone, Clarence F. Michalis, Hermann C. Schwab and Mark J. Smith.
Additional information regarding the Trustees and the respective executive
officers of the Trust and Core Trust's may be found in the SAI under the
heading "Management _ Trustees and Officers." The Board and the Core Trust
Board have separately adopted written procedures reasonably appropriate to
deal with potential conflicts of interest.

INVESTMENT ADVISER AND PORTFOLIO MANAGER

The Fund currently invests all of its assets in the Portfolio. SCMI serves as
investment adviser to the Portfolio pursuant to an Investment Advisory
Contract. Through its London, England branch SCMI manages the investment and
reinvestment of the assets the Portfolio and continuously reviews, supervises
and administers the Portfolio's investments. In this regard, it is the
responsibility of SCMI to make decisions relating to the Portfolio's
investments and to place purchase and sale orders regarding investments with
brokers or dealers selected by it in its discretion. For its services with
respect to the Portfolio, SCMI receives a monthly advisory fee equal on an
annual basis to 0.85% of the average daily net assets of the Portfolio, which
the Fund indirectly bears through investment in the Portfolio.

SCMI is a wholly-owned U.S. subsidiary of Schroders Incorporated, the
wholly-owned U.S. holding company subsidiary of Schroders plc. Schroders plc
is the holding company parent of a large world-wide group of banks and
financial services companies (referred to as the "Schroder Group"), with
associated companies and branch and representative offices located in
seventeen countries world-wide. The Schroder Group specializes in providing
investment management services with assets under management currently in
excess of $90 billion.

The investment management team of Mark J. Smith, a Trustee and Vice President
of the Trust and Core Trust, and Laura Luckyn-Malone, a Trustee and President
of the Trust and Core Trust, with the assistance of an SCMI investment
committee, is primarily responsible for the day-to-day management of the
Portfolio's investment portfolio. Mr. Smith, who has managed the Fund's
portfolio since October 1989 and the Portfolio's investments since its
inception, has been a First Vice President of SCMI since April 1990 and a
Director thereof since April 1993. He has been employed by various Schroder
Group companies in the investment research and portfolio management areas
since 1983. Ms. Luckyn-Malone, who joined the Portfolio's investment

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<PAGE>

management team in __________________ 1995, has been a Senior Vice President and
Director of SCMI since 1990.

The Fund began pursuing its investment objective through investment in the
Portfolio on November 1, 1995. The Fund may withdraw its investment from the
Portfolio at any time if the Board determines that it is in the best
interests of the Fund and its shareholders to do so. See "Other Information _
Fund Structure." Accordingly, the Fund has retained SCMI as its investment
adviser to manage the Fund's assets in the event the Fund withdraws its
investment. SCMI does not receive an investment advisory fee with respect to
the Fund so long as the Fund remains completely invested in the Portfolio or
any other investment company. If the Fund resumes directly investing in
portfolio securities, the Fund will pay SCMI a monthly advisory fee equal on
an annual basis to 0.85% of the Fund's average daily net assets. The
investment advisory contract between SCMI and the Trust with respect to the
Fund is the same in all material respects as the Portfolio's Investment
Advisory Contract except as to the parties, the fees payable thereunder, the
circumstances under which fees will be paid and the jurisdiction whose laws
govern the agreement.

ADMINISTRATIVE SERVICES

On behalf of the Fund, the Trust has entered into an Administrative Services
Contract with Schroder Advisors, 787 Seventh Avenue, New York, New York
10019. Schroder Advisors is a wholly-owned subsidiary of SCMI. The Trust and
Schroder Advisors have entered into a Sub-Administration Agreement with
Forum. Pursuant to these agreements, Schroder Advisors and Forum provide
certain management and administrative services necessary for the Fund's
operations, other than the investment management and administrative services
provided to the Fund by SCMI pursuant to the Investment Advisory Contract.
For these services, the Fund pays Schroder Advisors a monthly fee at the
annual rate of 0.20% of the average daily net assets of the Fund. Payment for
Forum's services is made by Schroder Advisors and is not a separate expense
of the Fund. Schroder Advisors and Forum provide similar services to the
Portfolio, for which Schroder Advisors is separately compensated at an annual
rate of 0.15 % of the average daily net assets of the Portfolio, a portion of
which Forum receives for its services with respect to the Portfolio.

DISTRIBUTION PLAN

Schroder Advisors acts as distributor of the Fund's shares. Schroder Advisors
was organized in 1989 and registered as a broker-dealer to serve as an
administrator and distributor of the Fund and other mutual funds. Under the
Distribution Plan (the "Plan") adopted by the Trust on behalf of the Fund,
which is in the form of a reimbursement plan, each month the Trust pays
directly or reimburses Schroder Advisors, as distributor, for costs and
expenses incurred in connection with the distribution of Advisor Shares. Such
payment or reimbursement is subject to a limit on an annual basis to 0.50%
per annum of the Fund's average daily net assets attributable to Advisor
Shares.

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<PAGE>

Payment or reimbursement may be for various types of costs, including: (1)
advertising expenses, (2) costs of printing prospectuses and other materials
to be given or sent to prospective investors, (3) expenses of sales employees
or agents of the Schroder Advisors, including salary, commissions, travel and
related expenses in connection with the distribution of Advisor Shares, (4)
payments to broker-dealers who advise shareholders regarding the purchase,
sale, or retention of Advisor Shares, and (5) payments to banks, trust
companies, broker-dealers (other than Schroder Advisors) or other financial
organizations (collectively, "Service Organizations"). Payments to Service
Organizations are calculated by reference to the average daily net assets of
Advisor Shares held by shareholders who have a brokerage or other service
relationship with the Service Organization receiving such fees. The Fund
will not be liable for distribution expenditures made by Schroder Advisors in
any given year in excess of the maximum amount payable under the Plan in that
year. Costs or expenses in excess of the per annum limit may not be carried
forward to future years. Salary expenses of salesmen who are responsible for
marketing various mutual funds of the Trust may be allocated to such mutual
funds, including the Advisor Shares class of the Fund, that have adopted a
plan similar to that of the Fund on the basis of average daily net assets;
travel expenses may be allocated to, or divided among, the particular mutual
funds of the Trust for which they are incurred.

Among the services provided by Service Organizations are answering customer
inquiries regarding the manner in which purchases, exchanges and redemptions
of shares of the Trust may be effected and other matters pertaining to the
Trust's services; providing necessary personnel and facilities to establish
and maintain shareholder accounts and records; assisting shareholders in
arranging for processing purchase, exchange and redemption transactions;
arranging for the wiring of funds; guaranteeing shareholder signatures in
connection with redemption orders and transfers and changes in
shareholder-designated accounts; integrating periodic statements with other
customer transactions; and providing such other related services as the
shareholder may request.

Some Service Organizations may impose additional or different conditions on
their clients, such as requiring their clients to invest more than the
minimum or subsequent investments specified by the Fund or charging a direct
fee for servicing. If imposed, these fees would be in addition to any amounts
which might be paid to the Service Organization by the Fund. Each Service
Organization has agreed to transmit to its clients a schedule of any such
fees. Shareholders using Service Organizations are urged to consult them
regarding any such fees or conditions.

OTHER EXPENSES

The Fund bears all costs of its operations other than expenses specifically
assumed by Schroder Advisors or SCMI, including those expenses it indirectly
bears through its investment in the Portfolio. The costs borne by the Fund
include legal and accounting expenses; Trustees' fees and expenses; insurance
premiums, custodian and transfer agent fees and expenses; brokerage fees and
expenses; expenses of registering and qualifying the Fund's shares for sale
with the SEC and with various state securities commissions; expenses of
obtaining quotations on portfolio securities and pricing of the Fund's
shares; a portion of the expenses of maintaining the Fund's legal existence
and of shareholders' meetings; and expenses of preparation and

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<PAGE>

distribution to existing shareholders of reports, proxies and prospectuses. See
"Management" in the SAI. Trust expenses directly attributed to the Fund are
charged to the Fund; other expenses are allocated proportionately among all
the portfolios of the Trust in relation to the net assets of each portfolio.
See "Management - Fees and Expenses" in the SAI.

SCMI and Schroder Advisors have voluntarily undertaken to assume certain
expenses of the Fund (or waive their respective fees), which applies to fees
and expenses paid by the Fund as well as fees and expenses paid by the
Portfolio. This undertaking is designed to place a maximum limit on Fund
expenses (excluding taxes, interest, brokerage commissions and other
portfolio transaction expenses and extraordinary expenses) of 1.49% of the
average daily net assets of the Fund attributable to Advisor Shares. This
expense limitation cannot be modified or withdrawn except by a majority vote
of the Trustees of the Trust who are not affiliated with SCMI or Schroder
Advisors ("Independent Trustees"). If expense reimbursements are required,
they will be made on a monthly basis. SCMI will reimburse the Fund for
four-fifths of the amount required and Schroder Advisors, the remaining
one-fifth; provided, however, that neither SCMI nor Schroder Advisors will be
required to make any reimbursements or waive any fees in excess of the fees
payable to them by the Fund on a monthly basis for their respective advisory
and administrative services.

PORTFOLIO TRANSACTIONS

The Investment Advisory Contract authorizes and directs SCMI to place orders
for the purchase and sale of the Portfolio's investments with brokers and
dealers selected by SCMI in its discretion and to seek "best execution" of
such portfolio transactions. The Portfolio may pay higher than the lowest
available commission rates when SCMI believes it is reasonable to do so in
light of the value of the brokerage and research services provided by the
broker effecting the transaction. Commission rates for brokerage transactions
are fixed on many foreign securities exchanges, and this may cause higher
brokerage expenses to accrue to the Portfolio than would be the case for
comparable transactions effected on U.S. securities exchanges.

Subject to the Portfolio's policy of obtaining the best price consistent with
quality of execution on transactions, SCMI may employ Schroder Securities
Limited and its affiliates (collectively, "Schroder Securities"), affiliates
of SCMI, to effect transactions of the Portfolio on certain foreign
securities exchanges. Because of the affiliation between SCMI and Schroder
Securities, the Portfolio's payment of commissions to Schroder Securities is
subject to procedures adopted by Core Trust's board of trustees to provide
that such commissions will not exceed the usual and customary brokers'
commissions. No specific portion of the Portfolio's brokerage will be
directed to Schroder Securities and in no event will Schroder Securities
receive such brokerage in recognition of research services.

Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. and subject to seeking the most favorable price and
execution available and such other policies as the Trustees may determine,
SCMI may consider sales of shares of the Fund as a factor in the selection of
broker-dealers to execute portfolio transactions for the Fund.

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<PAGE>

Although the Portfolio does not currently engage in directed brokerage
arrangements to pay expenses, it may do so in the future. These
arrangements, whereby brokers executing the Portfolio's portfolio
transactions would agree to pay designated expenses of the Portfolio if
brokerage commissions generated by the Portfolio reached certain levels,
might reduce these expenses. As anticipated, these arrangements would not
materially increase the brokerage commissions paid by the Portfolio.
Brokerage commissions are not reflected as Fund expenses, however, in the
Fund's fee table, per share table, and financial statements, and such
expenses might therefore appear lower than actual expenses incurred.

CODE OF ETHICS

The Trust, Core Trust, SCMI, Schroder Advisors, and Schroders Incorporated
have adopted codes of ethics that contain a policy on personal securities
transactions by "access persons," including portfolio managers and investment
analysts. That policy complies in all material respects with the
recommendations set forth in the Report of the Advisory Group on Personal
Investing of the Investment Company Institute, of which the Trust is a member.

INVESTMENT IN THE FUND

PURCHASE OF SHARES

Investors may purchase Advisor Shares directly from the Trust. Prospectuses,
sales material and Account Applications can be obtained from the Trust or
through Forum Financial Corp., the Fund's Transfer Agent. See "Other
Information - Shareholder Inquires." Investments may also be made through
Service Organizations that assist their customers in purchasing shares of the
Fund. Such Service Organizations may charge their customers a service fee for
processing orders to purchase or sell shares of the Fund. Investors wishing
to purchase shares through their accounts at a Service Organization should
contact that organization directly for appropriate instructions.

Shares of the Fund are offered at the net asset value next determined after
receipt of a Purchase Order (at the address set forth below). The minimum
initial investment is $ , except that the minimum initial investment for
an Individual Retirement Account is $ . The minimum subsequent investment
is $ . All purchase payments are invested in full and fractional shares.
The Fund is authorized to reject any purchase order.

Initial and subsequent purchases may be made by mailing a check (in U.S.
dollars), payable to Schroder International Smaller Companies Fund, to:

Schroder International Smaller Companies Fund
P.O. Box 446
Portland, Maine 04112

For initial purchases, the check must be accompanied by a completed Account
Application in proper form.

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<PAGE>

Investors and Service Organizations (on behalf of their customers) may
transmit purchase payments by Federal Reserve Bank wire directly to the Fund
as follows:

Chase Manhattan Bank
New York, NY
ABA No.: 021000021
For Credit To: Forum Financial Corp.
Acct. No.: 910-2-718187
Ref.: Schroder International Smaller Companies Fund
Account of: (shareholder name)
Account Number: (shareholder account number)

The wire order must specify the name of the Fund, the account name and
number, address, confirmation number, amount to be wired, name of the wiring
bank and name and telephone number of the person to be contacted in
connection with the order. If the initial investment is by wire, an account
number will be assigned and an Account Application must be completed and
mailed to the Fund. Wire orders received prior to 4:00 p.m. (New York City
Time) on a Fund Business Day will be processed at the net asset value
determined as of that day. Wire orders received after 4:00 p.m. (New York
City Time) will be processed at the net asset value determined as of the next
Fund Business Day.

For each shareholder of record, the Fund's Transfer Agent, as the
shareholder's agent, establishes an open account to which all shares
purchased are credited, together with any dividends and capital gain
distributions that are paid in additional shares. Although most shareholders
elect not to receive share certificates, certificates for full shares can be
obtained by specific written request to the Fund's Transfer Agent. No
certificates are issued for fractional shares.

RETIREMENT PLANS

Shares of the Fund are offered in connection with tax-deferred retirement
plans. Applications forms and further information about these plans,
including applicable fees, are available upon request. Before investing in
the Fund through one of these plans, investors should consult their tax
advisors.

INDIVIDUAL RETIREMENT ACCOUNTS

The Fund may be used as an investment vehicle for an Individual Retirement
Account ("IRA"). An IRA plan naming The First National Bank of Boston as
custodian is available from the Trust or the Fund's Transfer Agent. The
minimum initial investment for an IRA is $ ; the minimum subsequent
investment is $ . IRAs are available to individuals who receive
compensation or earned income, and their spouses, whether or not they are
active participants in a tax-qualified or government-approved retirement
plan. An IRA contribution by an individual who participates, or whose spouse
participates, in a tax-qualified or government-approved

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<PAGE>

retirement plan may not be deductible depending upon the individual's income.
Individuals also my establish an IRA to receive a "rollover" contribution of
distributions from another IRA or a qualified plan. Tax advice should be
obtained before effecting a rollover.

REDEMPTION OF SHARES

Shares of the Fund are redeemed at their next determined net asset value
following receipt by the Fund (at the address set forth above under "Purchase
of Shares") of a redemption request in proper form. See "Net Asset Value."
Redemption requests may be made between 9:00 a.m. and 6:00 p.m. (New York
City Time) on each day that the New York Stock Exchange is open for trading.
Redemption requests that are received prior to 4:00 p.m. (New York City Time)
will be processed at the net asset value determined as of that day.
Redemption requests that are received after 4:00 p.m. (New York City Time)
will be processed at the net asset value determined the next day that the New
York Stock Exchange is open for trading.

BY TELEPHONE. Redemption requests may be made by telephoning the Transfer
Agent at the Account Information telephone number on the cover page of this
Prospectus. A shareholder must provide the Transfer Agent with the
shareholder's account number, the exact name in which the shares are
registered and some additional form of identification such as a password. A
redemption by telephone may be made only if the telephone redemption
privilege option has been elected on the Account Application. In an effort to
prevent unauthorized or fraudulent redemption requests by telephone,
reasonable procedures will be followed by the Transfer Agent to confirm that
such instructions are genuine. If such procedures are followed, neither the
Transfer Agent nor the Trust will be liable for any losses due to
unauthorized or fraudulent redemption requests. Shares for which certificates
have been issued may not be redeemed by telephone. In times of drastic
economic or market changes, it may be difficult to make redemptions by
telephone. If a shareholder cannot reach the Transfer Agent by telephone,
redemption requests may be mailed or hand-delivered to the Transfer Agent.

WRITTEN REQUESTS. Redemptions may be made by letter to the Fund specifying
the dollar amount or number of shares to be redeemed and the shareholder
account number. The letter must also be signed in exactly the same way the
account is registered (if there is more than one owner of the shares, all
must sign) and, in [certain cases], signatures must be guaranteed by an
institution that is acceptable to the Fund's Transfer Agent. Such
institutions include certain banks, brokers, dealers (including municipal and
government securities brokers and dealers), credit unions and savings
associations. (Notaries public are not acceptable.) Further documentation,
such as copies of corporate resolutions and instruments of authority, may be
requested from corporations, administrators, executors, personal
representatives, directors or custodians to evidence the authority of the
person or entity making the redemption request. Questions concerning the need
for signature guarantees or documentation of authority should be directed to
the Fund at the above address or by calling the Account Information telephone
number appearing on the cover of this Prospectus.

If shares to be redeemed are held in certificate form, the certificates must
be enclosed with the redemption request and the assignment form on the back of
the certificates, or an assignment

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<PAGE>

separate from the certificates (but accompanied by the certificates), must be
signed by all owners in exactly the same way the owners' names are written on
the face of the certificates. Requirements for signature guarantees and/or
documentation of authority as described above could also apply. For your
protection, the Fund suggests that certificates be sent by registered mail.

ADDITIONAL REDEMPTION INFORMATION. Checks for redemption proceeds will
normally be mailed within seven days, but no check will be mailed until all
checks in payment for the purchase of the shares to be redeemed have been
cleared, which may take up to 15 calendar days. Unless other instructions are
given in proper form, a check for the proceeds of a redemption will be sent
to the shareholder's address of record.

The Fund may suspend the right of redemption during any period when (i)
trading on the New York Stock Exchange is restricted or that exchange is
closed, (ii) the SEC has by order permitted such suspension, or (iii) an
emergency, as defined by rules of the SEC, exists making disposal of
portfolio investments or determination of the Fund's NAV not reasonably
practicable.

If the Board determines that it would be detrimental to the best interest of
the remaining shareholders of the Fund to make payment wholly or partly in
cash, the Fund may redeem shares in whole or in part by a distribution in
kind of securities from the portfolio of the Fund, in lieu of cash, in
conformity with applicable rules of the SEC. The Fund will, however, redeem
shares solely in cash up to the lesser of $250,000 or 1% of net assets during
any 90-day period for any one shareholder. In the event that payment for
redeemed shares is made wholly or partly in portfolio securities, the
shareholder may be subject to additional risks and costs in converting the
securities to cash. See "Additional Purchase and Redemption Information _
Redemption in Kind" in the SAI.

The proceeds of a redemption may be more or less than the amount invested
and, therefore, a redemption may result in a gain or loss for Federal income
tax purposes.

Due to the relatively high cost of maintaining smaller accounts, the Fund
reserves the right to redeem shares in any account (other than an IRA) if at
any time the account does not have a value of at least $2,000, unless the
value of the account fell below that amount solely as a result of market
activity. Shareholders will be notified that the value of the account is less
than $2,000 and be allowed at least 30 days to make an additional investment
to increase the account balance to at least $2,000.

NET ASSET VALUE

The net asset value per share of the Fund is calculated at 4:00 p.m. (New
York City Time), Monday through Friday, each day that the New York Stock
Exchange is open for trading, (a "Fund Business Day"), which excludes the
following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and

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<PAGE>

Christmas Day. Net asset value per share is calculated by dividing the aggregate
value of the Fund's assets less all liabilities by the number of shares of the
Fund outstanding.

Portfolio securities listed on recognized stock exchanges are valued at the
last reported sale price, prior to the time when the securities are valued,
on the exchange on which the securities are principally traded. Listed
securities traded on recognized stock exchanges where last sale prices are
not available are valued at mid-market prices. 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. 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 Core Trust Board.

Trading in securities on European and Far Eastern exchanges and
over-the-counter markets may not take place on every day that the New York
Stock Exchange is open for trading. Furthermore, trading takes place in
various foreign markets on days on which the Fund's net asset value is not
calculated. If events materially affecting the value of foreign securities
occur between the time when their price is determined and the time when net
asset value is calculated, such securities will be valued at fair value as
determined in good faith by using methods approved by Core Trust's Board of
Trustees.

All assets and liabilities of the Portfolio denominated in foreign currencies
are valued in U.S. dollars based on the exchange rate last quoted by a major
bank prior to the time when the net asset value of the Fund is calculated.

DIVIDENDS, DISTRIBUTIONS AND TAXES

THE FUND

The Fund intends to continue to comply with the provisions of Subchapter M of
the Internal Revenue Code of 1986, as amended (the "Code"), applicable to
regulated investment companies. The Fund intends to distribute substantially
all of its net investment income and its net realized long term capital gain
at least annually and, therefore, intends not to be subject to Federal income
tax.

The Fund intends to elect, pursuant to Section 853 of the Code if the Fund is
eligible to do so, to permit shareholders to take a credit (or a deduction)
for foreign income taxes paid by the Fund. You should include as gross income
in their Federal income tax returns both cash dividends received from the
Fund and also the amount that the Fund advises is your pro rata portion of
foreign income taxes paid with respect to, or withheld from, dividends and
interest paid to the Fund from its foreign investments. You then would be
entitled, subject to certain limitations, to take a foreign tax credit
against your Federal income tax liability for the amount of such foreign
taxes or else to deduct such foreign taxes as an itemized deduction from
gross income.

The Fund intends to declare and pay as a dividend substantially all of its
net investment income annually and to distribute any net realized long-term
capital gain at least annually. Dividend and

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<PAGE>

capital gains distributions will be reinvested automatically in additional
shares of the Fund at net asset value unless the shareholder has notified
the Fund in his Account Application or otherwise in writing of his election
to receive distributions in cash.

Dividend and capital gain distributions are made on a per share basis. After
every distribution the value of a share declines by the amount of the
distribution. Purchases made shortly before a distribution include in the
purchase price the amount of the distribution, which will be returned to the
Investor in the form of a taxable dividend or capital gains distribution.

For Federal income tax purposes, distributions of the Fund's net taxable
income will be taxable to shareholders as ordinary income whether they are
invested in additional shares or received in cash. Distributions of any net
capital gains designated by the Fund as capital gain dividends will be
taxable as long-term capital gain, regardless of how long a shareholder has
held the shares and whether they are invested in additional shares or
received in cash. Each year the Trust will notify shareholders of the tax
status of dividends and distributions.

Earnings of the Fund not distributed on a timely basis in accordance with a
calendar year distribution requirement are subject to a non-deductible 4%
excise tax. To prevent imposition of this tax, the Fund intends to comply
with this distribution requirement.

The Fund generally will be required to withhold Federal income tax at a rate
of 31% ("backup withholding") from dividends paid to shareholders if (i) the
payee fails to furnish and to certify the payee's correct taxpayer
identification number or social security number, (ii) the IRS notifies the
Fund that the payee has failed to report properly certain interest and
dividend income to the IRS and to respond to notices to that effect or (iii)
when required to do so, the payee fails to certify that he is not subject to
backup withholding.

Depending on the residence of the shareholder for tax purposes, distributions
may also be subject to state and local taxes, including withholding taxes.
Shareholders should consult their own tax advisors as to the tax consequences
of ownership of shares of the Fund in their particular circumstances.

THE PORTFOLIO

The Portfolio is not required to pay Federal income taxes on its net
investment income and capital gain, as it is treated as a partnership for
Federal income tax purposes. All interest, dividends and gain and losses of
the Portfolio are deemed to have been "passed through" to the Fund in
proportion to its holdings of the Portfolio, regardless of whether such
interest, dividends or gain have been distributed by the Portfolio or losses
have been realized by the Portfolio. Investment income received by the Fund
from sources within foreign countries may be subject to foreign income or
other taxes. The Fund intends to elect, if eligible to do so, to permit its
shareholders to take a credit (or a deduction) for foreign income and other
taxes paid by the Portfolio. Shareholders of the Fund will be notified of
their share of those taxes and will be required to include that amount as
income. In that event, shareholders may be entitled to claim a credit or
deduction for those taxes.

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<PAGE>

OTHER INFORMATION

CAPITALIZATION AND VOTING

The Trust was originally organized as a Maryland corporation on July 30, 1969
and on January 9, 1996 was reorganized as a Delaware business trust. The
Trust was formerly known as "Schroder Capital Funds, Inc." The Trust is
registered as an open-end management investment company under the Act and has
authority to issue an unlimited number of shares of beneficial interest. The
Board may, without shareholder approval, divide the authorized shares into an
unlimited number of separate portfolios or series (such as the Fund) and may
divide portfolios or series into classes of shares (such as the Advisor
Shares class), and the costs of doing so will be borne by the Trust. The
Trust currently consists of seven separate portfolios, each of which has
separate investment objectives and policies, and 13 classes of shares, two of
which represent interests in to the Fund.

Shares are fully paid and non-assessable, and have no preferences as to
conversion, exchange, dividends, retirement or other features. Shares have no
pre-emptive rights. They have non-cumulative voting rights, which means that
the holders of more than 50% of the shares voting for the election of
Trustees can elect 100% of the Trustees if they choose to do so. A
shareholder is entitled to one vote for each full share held (and a
fractional vote for each fractional share held) standing in his name on the
books of the Trust. On matters requiring shareholder approval, shareholders
of the Trust are entitled to vote only with respect to matters that affect
the interest of the Fund or class of shares they hold, except as otherwise
required by applicable law.

There will normally be no meetings of shareholders to elect Trustees unless
and until such time as less than a majority of the Trustees holding office
have been elected by shareholders. However, the holders of not less than a
majority of the outstanding shares of the Trust may remove any person serving
as a Trustee and the Board will call a special meeting of shareholders to
consider removal of one or more Trustees if requested in writing to do so by
the holders of not less than 10% of the outstanding shares of the Trust.

From time to time, certain shareholders may own a large percentage of the
shares of the Fund. Accordingly, those shareholders may be able to greatly
affect (if not determine) the outcome of a shareholder vote.

REPORTS

The Trust sends to each shareholder of the Fund a semi-annual report and an
audited annual report, each of which includes a list of the investment
securities held by the Fund.

PERFORMANCE INFORMATION

The Fund may, from time to time include quotations of its total return in
advertisements or reports to shareholders or prospective investors.
Quotations of average annual total return for the Fund will be expressed in
terms of the average annual compounded rate of return of a

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hypothetical investment in the Fund over a period of 1, 5 and 10 years. Total
return quotations reflect the deduction of a proportional share of Fund expenses
(on an annual basis), and assume that all dividends and distributions are
reinvested when paid.

Performance information for the Fund may be compared to various unmanaged
securities indices, groups of mutual funds tracked by mutual fund ratings
services, or other general economic indicators. Unmanaged indices may assume
the reinvestment of dividends but generally do not reflect deductions for
administrative and management costs and expenses.

Performance information for the Fund represents only past performance and
does not necessarily indicate future results. Performance information should
be considered in light of the Fund's investment objective and policies,
characteristics and quality of the Fund's investments, and the market
conditions during the given time period, and should not be considered as a
representation of what may be achieved in the future. For a description of
the methods used to determine total return for the Fund, see the SAI.

CUSTODIAN AND TRANSFER AGENT

The Chase Manhattan Bank, N.A. is custodian of the Fund's and of the
Portfolio's assets. Forum Financial Corp. serves as the Fund's Transfer and
Dividend Disbursing Agent.

SHAREHOLDER INQUIRIES

Inquiries about the Fund, including the Fund's past performance, should be
directed to:

Schroder International Smaller Companies Fund
P.O. Box 446
Portland, Maine 04112

Information about specific shareholder accounts may be obtained from the
Transfer Agent by calling (800) 344-8332.

CERTAIN SERVICE ORGANIZATION

The Glass-Steagall Act and other applicable laws and regulations provide that
banks may not engage in the business of underwriting, selling or distributing
securities. There is currently no precedent prohibiting banks from performing
administrative and shareholder servicing functions as Service Organizations.
However, judicial or administrative decisions or interpretations of such
laws, as well as changes in either Federal or state regulations relating to
the permissible activities of banks and their subsidiaries or affiliates,
could prevent a bank Service Organization from continuing to perform all or
part of its servicing activities. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain shareholders of the Fund
and alternative means for continuing the servicing of such shareholders would
be sought. It is not expected that shareholders would suffer any adverse
financial consequences as a result of any of these occurrences.

-22-

<PAGE>

FUND STRUCTURE

OTHER CLASS OF SHARES. The Fund has two classes of shares, Advisor Shares and
Institutional Shares. Institutional Shares are offered by a separate
prospectus to corporations, institutions, and fiduciaries, including
fiduciary, agency, and custodial clients of bank trust departments, trust
companies, and their affiliates. Institutional Shares incur less expenses
than Advisor Shares. Except for certain differences, each share of each
class represents an undivided, proportionate interest in the Fund. Each
share of the Fund is entitled to participate equally in dividends and other
distributions and the proceeds of any liquidation of the Fund except that,
due to the differing expenses borne by the two classes, the amount of
dividends and other distribution will differ between the classes.
Information about Institutional Shares is available from the Fund by calling
Forum Financial Corp. at (207) 879-8903.

THE PORTFOLIO. The Fund seeks to achieve its investment objective by
investing all of its investable assets in the Portfolio, which has
substantially the same investment objective and policies as the Fund.
Accordingly, the Portfolio directly acquires its own securities and the Fund
acquires an indirect interest in those securities. The Portfolio is a
separate series of Core Trust, a business trust organized under the laws of
the State of Delaware in September 1995. Core Trust is registered under the
Act as an open-end management investment company and currently has four
separate portfolios. The assets of the Portfolio, a diversified portfolio,
belong only to, and the liabilities of the Portfolio are borne solely by, the
Portfolio and no other portfolio of Core Trust.

The investment objective and fundamental investment policies of the Fund and
the Portfolio can be changed only with shareholder approval. See "Investment
Objective," "Investment Policies," and "Management of the Fund" for a
complete description of the Portfolio's investment objective, policies,
restrictions, management, and expenses.

The Fund's investment in the Portfolio is in the form of a non-transferable
beneficial interest. As of the date of this Prospectus, the Fund is the only
institutional Investor that has invested all of its assets in the Portfolio.
The Portfolio may permit other investment companies or institutional
investors to invest in it. All investors in the Portfolio will invest on the
same terms and conditions as the Fund and will pay a proportionate share of
the Portfolio's expenses.

The Portfolio normally will not hold meetings of investors except as required
by the Act. Each Investor in the Portfolio will be entitled to vote in
proportion to its relative beneficial interest in the Portfolio. On most
issues subject to a vote of investors, as required by the Act and other
applicable law, the Fund will solicit proxies from shareholders of the Fund
and will vote its interest in the Portfolio in proportion to the votes cast
by its shareholders. If there are other investors in the Portfolio, there can
be no assurance that any issue that receives a majority of the votes cast by
Fund shareholders will receive a majority of votes cast by all investors in
the Portfolio; indeed, if other investors hold a majority interest in the
Portfolio, they could hold have voting control of the Portfolio.

-23-

<PAGE>

The Portfolio will not sell its shares directly to members of the general
public. Another Investor in the Portfolio, such as an investment company,
that might sell its shares to members of the general public would not be
required to sell its shares at the same public offering price as the Fund,
and could have different advisory and other fees and expenses than the Fund.
Therefore, Fund shareholders may have different returns than shareholders in
another investment company that invests exclusively in the Portfolio. There
is currently no such other investment company that offers its shares to
members of the general public. Information regarding any such funds in the
future will be available from Core Trust by calling Forum Financial Corp. at
(207) 879-8903.

CERTAIN RISKS OF INVESTING IN THE PORTFOLIO. The Fund's investment in the
Portfolio may be affected by the actions of other large investors in the
Portfolio, if any. For example, if the Portfolio had a large Investor other
than the Fund that redeemed its interest in the Portfolio, the Portfolio's
remaining investors (including the Fund) might, as a result, experience
higher pro rata operating expenses, thereby producing lower returns.

The Fund may withdraw its entire investment from the Portfolio at any time,
if the Board determines that it is in the best interests of the Fund and its
shareholders to do so. The Fund might withdraw, for example, if there were
other investors in the Portfolio with power to, and who did by a vote of the
shareholders of all investors (including the Fund), change the investment
objective or policies of the Portfolio in a manner not acceptable to the
Board. A withdrawal could result in a distribution in kind of portfolio
securities (as opposed to a cash distribution) by the Portfolio. That
distribution could result in a less diversified portfolio of investments for
the Fund and could affect adversely the liquidity of the Fund's portfolio. If
the Fund decided to convert those securities to cash, it usually would incur
brokerage fees or other transaction costs. If the Fund withdrew its
investment from the Portfolio, the Board would consider what action might be
taken, including the management of the Fund's assets in accordance with its
investment objective and policies by the Adviser and Schroder, the Fund's
investment adviser and subadviser, respectively, or the investment of all of
the Fund's investable assets in another pooled investment entity having
substantially the same investment objective as the Fund. The inability of the
Fund to find a suitable replacement investment, in the event the Board
decided not to permit the Adviser and Schroder to manage the Fund's assets,
could have a significant impact on shareholders of the Fund.

Each Investor in the Portfolio, including the Fund, will be liable for all
obligations of the Portfolio, but not any other portfolio of Core Trust. The
risk to an Investor in the Portfolio of incurring financial loss on account
of such liability, however, would be limited to circumstances in which the
Portfolio was unable to meet its obligations. Upon liquidation of the
Portfolio, investors would be entitled to share pro rata in the net assets of
the Portfolio available for distribution to investors.

-24-

<PAGE>

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

ADMINISTRATOR & DISTRIBUTOR
Schroder Fund Advisors Inc.
787 Seventh Avenue
New York, New York 10019

SUB-ADMINISTRATOR
Forum Financial Services, Inc.
Two Portland Square
Portland, Maine 04101

CUSTODIAN
The Chase Manhattan Bank, N.A.
Global Custody Division
Woolgate House, Coleman Street
London EC2P 2HD, United Kingdom

TRANSFER AND DIVIDEND DISBURSING AGENT
Forum Financial Corp.
P.O. Box 446
Portland, Maine 04112

INDEPENDENT ACCOUNTANTS
[ACCOUNTANT]
L.L.P. One Post Office Square
Boston, Massachusetts 02109

-25-

<PAGE>

Table of Contents

PROSPECTUS SUMMARY. . . . . . . . . . . . . . . .
The Fund. . . . . . . . . . . . . . . . . . . . .
Investment Adviser. . . . . . . . . . . . . . . .
Administrative Services . . . . . . . . . . . . .
Purchases and Redemptions . . . . . . . . . . . .
Risk Considerations . . . . . . . . . . . . . . .
Fee Table . . . . . . . . . . . . . . . . . . . .
FINANCIAL HIGHLIGHTS. . . . . . . . . . . . . . .
INVESTMENT OBJECTIVE
AND POLICIES. . . . . . . . . . . . . . . . . .
Investment Objective. . . . . . . . . . . . . . .
Investment Policies . . . . . . . . . . . . . . .
ADDITIONAL INVESTMENT POLICIES. . . . . . . . . .
RISK CONSIDERATIONS . . . . . . . . . . . . . .
Investment Restrictions . . . . . . . . . . . . .
Investment Types. . . . . . . . . . . . . . . . .
Risk Considerations . . . . . . . . . . . . . . .
MANAGEMENT OF THE FUND. . . . . . . . . . . . . .
Board of Trustees . . . . . . . . . . . . . . . .
Investment Adviser and Portfolio Manager. . . . .
Administrative Services . . . . . . . . . . . . .
Distribution Plan . . . . . . . . . . . . . . . .
Other Expenses. . . . . . . . . . . . . . . . . .
Portfolio Transactions. . . . . . . . . . . . . .
Code of Ethics. . . . . . . . . . . . . . . . . .
INVESTMENT IN THE FUND. . . . . . . . . . . . . .
Purchase of Shares. . . . . . . . . . . . . . . .
Retirement Plans. . . . . . . . . . . . . . . . .
Individual Retirement Accounts. . . . . . . . . .
Redemption of Shares. . . . . . . . . . . . . . .
Net Asset Value . . . . . . . . . . . . . . . . .
DIVIDENDS, DISTRIBUTIONS
AND TAXES. . . . . . . . . . . . . . . . . . . .
The Fund. . . . . . . . . . . . . . . . . . . . .
The Portfolio . . . . . . . . . . . . . . . . . .
OTHER INFORMATION . . . . . . . . . . . . . . . .
Capitalization and Voting . . . . . . . . . . . .
Reports . . . . . . . . . . . . . . . . . . . . .
Performance Information . . . . . . . . . . . . .
Custodian and Transfer Agent. . . . . . . . . . .
Shareholder Inquires. . . . . . . . . . . . . . .
Certain Shareholder Servicing Organizations . . .
Fund Structure. . . . . . . . . . . . . . . . . .

-26-

<PAGE>

SCHRODER INTERNATIONAL SMALLER COMPANIES FUND
TWO PORTLAND SQUARE
PORTLAND, MAINE 04101

____________

INSTITUTIONAL SHARES

- --------------------------------------------------------------------------------
GENERAL INFORMATION: (207) 879-8903
ACCOUNT INFORMATION: (800) 344-8332
FAX: (207) 879-6206
- --------------------------------------------------------------------------------

SCHRODER CAPITAL MANAGEMENT INTERNATIONAL INC. - INVESTMENT ADVISER
SCHRODER FUND ADVISORS INC. - ADMINISTRATOR & DISTRIBUTOR

This Prospectus offers Institutional Shares ("Institutional Shares") of Schroder
International Smaller Companies Fund (the "Fund"), a separately-managed,
diversified portfolio of Schroder Capital Funds (Delaware) (the "Trust"), an
open-end management investment company currently consisting of seven separate
portfolios, each of which has different investment objectives and policies. The
Fund's investment objective is long-term capital appreciation through investment
in securities markets outside the United States. Investments in foreign
securities involve special risks in addition to the risks associated with
investments in general and there can be no assurance that the Fund's objective
will be achieved.

THE FUND CURRENTLY SEEKS TO ACHIEVE ITS INVESTMENT OBJECTIVE BY HOLDING, AS
ITS ONLY INVESTMENT SECURITIES, AN INTEREST IN INTERNATIONAL SMALLER
COMPANIES PORTFOLIO (THE "PORTFOLIO"), A SEPARATE PORTFOLIO OF SCHRODER
CAPITAL FUNDS ("CORE TRUST"), A REGISTERED OPEN-END MANAGEMENT INVESTMENT
COMPANY HAVING SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE AND POLICIES AS
THE FUND. SEE "OTHER INFORMATION -- FUND STRUCTURE."

This prospectus sets forth concisely the information a prospective Investor
should know before investing in the Fund. A Statement of Additional Information
(the "SAI") dated July __, 1996 and as supplemented from time to time containing
additional information about the Fund has been filed with the Securities and
Exchange Commission ("SEC") and is hereby incorporated by reference into this
Prospectus. It is available without charge and may be obtained by writing or
calling the Fund at the address and telephone numbers printed above.

This prospectus should be read and retained for information about the Fund.

This Prospectus is dated July __, 1996.

<PAGE>

PROSPECTUS SUMMARY

THE FUND. The Fund is a separately managed, diversified portfolio of the Trust,
a Delaware business trust registered as an open-end management investment
company under the Investment Company Act of 1940 (the "Act"). The Fund's
investment objective is long-term capital appreciation through investment in
securities markets outside the U.S. Currently, the Fund seeks to achieve its
investment objective by investing exclusively in the Portfolio, a series of
Schroder Capital Funds ("Core Trust"), itself a registered open-end management
investment company. The Portfolio has substantially the same investment
objective and policies as the Fund. Accordingly, the investment experience of
the Fund will correspond directly with the investment experience of the
Portfolio. The Fund currently offers two separate classes of shares:
Institutional Shares("Institutional Shares") and Advisor Shares ("Advisor
Shares"). Only Institutional Shares are offered through this Prospectus and are
sometimes referred to herein as the "Shares."

INVESTMENT ADVISER. The Portfolio's investment adviser is Schroder Capital
Management International Inc. ("SCMI"), 787 Seventh Avenue, New York, New York
10019. The investment advisory fee paid to SCMI by the Portfolio is borne
indirectly by the Fund. See "Management of the Fund -- Investment Adviser and
Portfolio Manager."

PURCHASES AND REDEMPTIONS OF SHARES. Shares may be purchased or redeemed by
mail, by bank-wire and through an investor's broker-dealer or other financial
institution. The minimum initial investment is $____, except that the minimum
for an Individual Retirement Account is $____. The minimum subsequent
investment is $____. See "Investment in the Fund -- Purchase of Shares" and "--
Redemption of Shares."

DIVIDENDS AND DISTRIBUTIONS. The Fund declares and pays as a dividend
substantially all of its net investment income annually and distributes any net
realized long-term capital gain at least annually. Dividend and capital gain
distributions are reinvested automatically in additional shares of the Fund at
net asset value unless the shareholder has notified the Fund in a Purchase
Application or otherwise in writing of the shareholder's election to receive
distributions in cash. See "Dividends, Distributions and Taxes."

RISK CONSIDERATIONS. There can be no assurance that the Fund will achieve its
investment objective, and the Fund's net asset value and total return will
fluctuate based upon changes in the securities it invests in directly or
indirectly through the Portfolio. The Portfolio's objective of investing in the
securities of foreign issuers may involve risks in addition to those normally
associated with investments in the securities of U.S. issuers, including risks
of foreign political and economic instability, adverse movements in exchange
rates, and the imposition or tightening of limitations on the repatriation of
capital. Accordingly, the Fund is not a complete investment

-2-
<PAGE>

program. See "Additional Investment Policies and Risk Considerations." By
investing solely in the Portfolio, the Fund may achieve certain efficiencies and
economies of scale. Nonetheless, this investment could also have potential
adverse effects on the Fund. Investors in the Fund should consider these risks,
as described under "Other Information - Fund Structure."

FEE TABLE

The table below shows the estimated costs and expenses that an investor would
incur as a holder of Institutional Shares. There are no transaction expenses
associated with purchases or redemptions of Institutional Shares.

Annual Fund Operating Expenses (as a percentage of average net assets)(1),(2)
Management Fees. . . . . . . . . . . . . . . . . . . . .1.20%
12b-1 Fees . . . . . . . . . . . . . . . . . . . . . . .0.00%
Other Expenses . . . . . . . . . . . . . . . . . . . . .0.50%
Total Fund Operating Expenses. . . . . . . . . . . . . .1.70%

(1) The amount of Management Fees is the annual rate stated in the
investment advisory agreement. The amount of the Other Expenses is
an estimate for the Fund's current fiscal year ending October 31,
1996, assuming that net assets of the Fund are at least equal to $50
million.

(2) Expenses include the Fund's pro rata portion of all operating
expenses of the Portfolio, which will be borne indirectly by Fund
shareholders. The Trust's Board of Trustees believes that the
aggregate per share expenses of the Fund and the Portfolio will be
approximately equal to the expenses the Fund would incur if its
assets were invested directly in portfolio securities. Investment
advisory fees are those incurred by the Portfolio; as long as the
Fund's assets are invested in the Portfolio, the Fund pays no
investment advisory fees directly.

SCMI and Schroder Advisors have voluntarily undertaken to waive a portion of
their fees and assume certain expenses of the Fund to the extent that the Fund's
total expenses exceed 1.70% of the Fund's average daily net assets. This
undertaking cannot be withdrawn except by a majority vote of the Independent
Trustees of the Trust. See "Management -- Other Expenses."

EXAMPLE

Based on the expenses listed above, you would pay the following expenses on a
$1,000 investment, assuming (1) a 5% annual return, (2) redemption at the end of
each time period, and (3) reinvestment of all dividends and other distributions:

1 year . . . . . $__
3 years. . . . . $__

-3-
<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

The Fund is designed for U.S. Investors who seek capital appreciation and
international diversification of their investments by participating in foreign
securities markets. The Fund is not a complete investment program and
investments in the securities of foreign issuers generally involve risks in
addition to risks associated with investments in the securities of U.S. issuers.

INVESTMENT OBJECTIVE AND THE PORTFOLIO

The investment objective of the Fund is long-term capital appreciation through
investment in securities markets outside the U.S. There is no assurance that the
Fund will achieve its investment objective.

The Fund currently seeks to achieve its investment objective by investing all of
its investment assets in the Portfolio, which has substantially the same
investment objective and policies. Therefore, although the following discusses
the investment policies of the Portfolio (and the responsibilities of Core
Trust's Board of Trustees), it applies equally to the Fund (and the Trust's
Board of Trustees). Additional information concerning the investment policies
of the Fund and Portfolio, including additional fundamental policies, is
contained below and in the SAI.

INVESTMENT POLICIES

As a non-fundamental policy, the Portfolio normally invests at least 65% of its
total assets in equity securities of companies domiciled outside the U.S. that
have market capitalizations under $1 billion at the time of investment.
Investments by the Portfolio are selected by the Portfolio's investment advisor,
Schroder Capital Management International Inc. (the "Advisor"), on the basis of
their potential for capital appreciation without regard for current income. In
seeking the Portfolio's investment objective, the Advisor will consider the
following factors in determining the potential for capital appreciation:
issuers' sensitivity to cyclical factors; issuers' potential for long-term
growth; issuers' financial conditions; whether issuers' management holds a
significant equity position in the issuer; and valuation. This investment
approach provides the Portfolio the opportunity to benefit by purchasing
undervalued equities.

The Portfolio may also invest in debt obligations of the United States and its
subdivisions, foreign governments, international organizations and foreign
corporations and, subject to certain restrictions, in the securities of closed-
end investment companies investing primarily in foreign securities. The
Portfolio may from time to time invest up to 5% of its total assets in debt
securities with relatively high risk and high yields (as compared to other debt
securities meeting the Portfolio's investment criteria). The debt securities in
which the Portfolio invests may be unrated, but will not be in default at the
time of purchase. The value of debt securities generally varies inversely with
interest rate changes. See "Additional Investment Policies and Risk
Considerations."

The Portfolio may purchase preferred stock and convertible debt securities,
including warrants and convertible preferred stock, and may purchase American
Depository Receipts, European

-4-
<PAGE>

Countries in which the Portfolio may invest include, but are not limited to,
Japan, Germany, the United Kingdom, France, Italy, Belgium, Switzerland, the
Netherlands, Hong Kong, Singapore/Malaysia, Australia, Sweden, Norway, Denmark
and Spain. The Portfolio has a non-fundamental policy to invest in the
securities of foreign issuers domiciled in at least three foreign countries. In
general, the Portfolio will invest only in securities of companies and
governments in countries that the Advisor, in its judgment, considers both
politically and economically stable. The Portfolio may invest more than 25% of
its total assets in issuers located in any one country. To the extent it invests
in issuers located in one country, the Portfolio is susceptible to factors
adversely affecting that country. See "Additional Investment Policies and Risk
Considerations."

In selecting securities denominated in foreign currencies, the Advisor will
consider, among other factors, the effect of movement in currency exchange rates
on the U.S. dollar value of such securities. An increase in the value of a
currency will increase the total return to the Portfolio of securities
denominated in such currency. Conversely, a decline in the value of the
currency will reduce the total return. The Portfolio may seek to hedge all or a
portion of the Portfolio's foreign securities through the use of forward foreign
currency contracts. Although such contracts may reduce the risk of loss to the
Portfolio from adverse movements in currency values, the contracts also limit
possible gains from favorable movements. See "Additional Investment Policies
and Risk Considerations" below.

ADDITIONAL INVESTMENT POLICIES AND RISK CONSIDERATIONS

INVESTMENT RESTRICTIONS

The investment objective and all investment policies of each of the Fund and the
Portfolio that are designated as Fundamental may not be changed without approval
of the holders of a majority of the outstanding voting securities of the Fund or
the Portfolio, as applicable. A majority of outstanding voting securities means
the lesser of 67% of the shares present or represented at a shareholder meeting
at which the holders of more than 50% of the outstanding shares are present or
represented, or more than 50% of outstanding shares. Unless otherwise
indicated, all other investment policies are not fundamental and may be changed
by the Board of Trustees without

-5-
<PAGE>

The following investment restrictions of the Fund, which are the same as those
of the Portfolio, are Fundamental policies:

(1) The Portfolio will not concentrate investments in any particular industry;
therefore, the Portfolio will not purchase the securities of companies in any
one industry if, thereafter, 25% or more of the Portfolio's total assets would
consist of securities of companies in that industry. (This restriction does not
apply to obligations issued or guaranteed by the United States Government, its
agencies or instrumentalities. An investment of more than 25% of the
Portfolio's assets in the securities of issuers located in one country should
not be considered to contravene this policy.)

(2) The Portfolio will not borrow money or pledge its assets in excess of 10%
of its total assets taken at market value (including the amount borrowed) and
then only from a bank as a temporary measure for extraordinary or emergency
purposes, including to meet redemptions or to settle securities transactions.
Usually only "leveraged" investment companies may borrow in excess of 5% of
their assets; however, the Portfolio will not borrow to increase income but only
as a temporary measure for extraordinary or emergency purposes, including to
meet redemptions or to settle securities transactions which may otherwise
require untimely dispositions of Portfolio securities. The Portfolio will not
purchase securities while borrowings exceed 5% of total assets. (For the
purpose of this restriction, collateral arrangements with respect to the writing
of options, futures contracts, options on futures contracts, and collateral
arrangements with respect to initial and variation margin are not deemed to be a
pledge of assets and neither such arrangements nor the purchase or sale of
futures or related options are deemed to be the issuance of a senior security.)

(3) The Portfolio will not make investments for the purpose of exercising
control or management. Investments by the Portfolio in wholly-owned investment
entities created under the laws of certain countries will not be deemed the
making of investments for the purpose of exercising control or management.

(4) The Portfolio will not purchase more than 10% of the voting securities of
any one issuer. Moreover, the Portfolio will not purchase more than 3% of the
outstanding securities of any closed-end investment company. (Any such purchase
of securities issued by a closed-end investment company will otherwise be made
in full compliance with Sections 12(d)(1)(a)(i), (ii) and (iii) of the Act.)

-6-
<PAGE>

securities that can be sold to the public in foreign markets or that may
eligible for resale to qualified institutional purchasers pursuant to Rule 144A
under the Securities Act of 1933 that are determined to be liquid by the Advisor
pursuant to guidelines adopted by Core Trust's Board of Trustees. Such
guidelines take into account trading activity for such securities and the
availability of reliable pricing information, among other factors. If there is a
lack of trading interest in particular Rule 144A securities, these securities
may be illiquid.

As a non-fundamental policy, the Portfolio will not invest more than 15% of its
total assets in securities that are "illiquid," which are securities that cannot
be disposed of within seven days at their then-current value. Restricted
securities may also be illiquid, depending on whether they can be resold without
registration.

The percentage restrictions described above and in the SAI apply only at the
time of investment and require no action by the Portfolio as a result of
subsequent changes in value of the investments or the size of the Portfolio. A
supplementary list of investment restrictions is contained in the SAI.

INVESTMENT TYPES

COMMON AND PREFERRED STOCK AND WARRANTS. The Portfolio may invest in common and
preferred stock. Common stockholders are the owners of the company issuing the
stock and, accordingly, vote on various corporate governance matters such as
mergers. They are not creditors of the company, but rather, upon liquidation of
the company, are entitled to their pro rata share of the company's assets after
creditors (including fixed income security holders) and, if applicable,
preferred stockholders are paid. Preferred stock is a class of stock having a
preference over common stock as to dividends and, in the alternative, as to the
recovery of investment. A preferred stockholder is a shareholder in the company
and not a creditor of the company, as is a holder of the company's fixed income
securities. Dividends paid to common and preferred stockholders are
distributions of the earnings of the company and not interest payments, which
are expenses of the company. Equity securities owned by the Portfolio may be
traded in the over-the counter market or on a securities exchange, but may not
be traded every day or in the volume typical of securities traded on a major
U.S. national securities exchange. As a result, disposition by the Portfolio of
a security to meet redemptions by interest holders or otherwise may require the
Portfolio to sell these securities at a discount from market prices, to sell
during periods when disposition is not desirable, or to make many small sales
over a lengthy period of time. The market value of all securities, including
equity securities, is based upon the market's perception of value and not
necessarily the book value of an issuer or other objective measure of a
company's worth. The Portfolio may also invest in warrants, which are options
to purchase an equity security at a specified price (usually representing a
premium over the applicable market value of the underlying equity security at
the time of the warrant's issuance) and usually during a specified period of
time.

ADRS. The Portfolio may invest in certain emerging market issuers exclusively or
primarily through the purchase of sponsored and unsponsored American Depository
Receipts ("ADRs") or other similar securities, such as American Depository
Shares, Global Depository Shares or

-7-
<PAGE>

International Depository Receipts; or through investment in government approved
investment companies or other vehicles. ADRs are receipts typically issued by
U.S. banks evidencing ownership of the underlying securities, into which they
are convertible. These securities may or may not be denominated in the same
currency as the underlying securities. Unsponsored ADRs may be created without
the participation of the foreign issuer. Holders of these ADRs generally bear
all the costs of the ADR facility, whereas foreign issuers typically bear
certain costs in a sponsored ADR. The bank or trust company depository of an
unsponsored ADR may be under no obligation to distribute shareholder
communications received from the foreign issuer or to pass through voting
rights.

FOREIGN EXCHANGE CONTRACTS. Changes in foreign currency exchange rates will
affect the U.S. dollar values of securities denominated in currencies other than
the U.S dollar. The rate of exchange between the U.S. dollar and other
currencies fluctuates in response to forces of supply and demand in the foreign
exchange markets. These forces are affected by the international balance of
payments and other economic and financial conditions, government intervention,
speculation and other factors, many of which may be difficult if not impossible
to predict. When investing in foreign securities, the Portfolio usually effects
currency exchange transactions on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign exchange market. The Portfolio incurs foreign
exchange expenses in converting assets from one currency to another.

The Portfolio may enter into foreign currency forward contracts or currency
futures or options contracts for the purchase or sale of foreign currency to
"lock in" the U.S. dollar price of the securities denominated in a foreign
currency or the U.S. dollar value of interest and dividends to be paid on such
securities, or to hedge against the possibility that the currency of a foreign
country in which the Portfolio has investments may suffer a decline against the
U.S. dollar. A forward currency contract is an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract agreed upon by the parties, at a price set at the time
of the contract. This method of attempting to hedge the value of portfolio
securities against a decline in the value of a currency does not eliminate
fluctuations in the underlying prices of the securities. Although the strategy
of engaging in foreign currency transactions could reduce the risk of loss due
to a decline in the value of the hedged currency, it could also limit the
potential gain from an increase in the value of the currency. The Portfolio
does not intend to maintain a net exposure to such contracts where the
fulfillment of the Portfolio's obligations under such contracts would obligate
the Portfolio to deliver an amount of foreign currency in excess of the value of
the Portfolio's portfolio securities or other assets denominated in the
currency. The Portfolio will not enter into these contracts for speculative
purposes and will not enter into non-hedging currency contracts. These
contracts involve a risk of loss if the Advisor fails to predict currency values
correctly. The Portfolio has no present intention to enter into currency
futures or options contracts but may do so in the future.

Because most of the Portfolio's income will be received and realized in foreign
currencies and the Portfolio will be required to compute and distribute income
in U.S. dollars, a decline in the value of a particular foreign currency against
the U.S. dollar occurring after the Portfolio's income has been earned and
thereafter computed into U.S. dollars may require the Portfolio to liquidate
some portfolio securities to acquire sufficient U.S. dollars to make such
distributions.

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<PAGE>

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES AND FORWARD COMMITMENTS. From time
to time, in the ordinary course of business, the Portfolio may purchase
securities on a when-issued or delayed delivery basis or may purchase or sell
securities on a forward commitment basis. When such transactions are
negotiated, the price is fixed at the time of the commitment, but delivery and
payment can take place a month or more after the date of the commitment. There
is no overall limit on the percentage of the Portfolio's assets which may be
committed to the purchase of securities on a when-issued, delayed delivery or
forward commitment basis. An increase in the percentage of the Portfolio's
assets committed to the purchase of securities on a when-issued, delayed
delivery or forward commitment basis may increase the volatility of the
Portfolio's net asset value.

WHEN, AS AND IF ISSUED SECURITIES. The Portfolio may purchase securities on a
"when, as and if issued" basis under which the issuance of the security depends
upon the occurrence of a subsequent event, such as approval of a merger,
corporate reorganization, leveraged buyout or debt restructuring. If the
anticipated event does not occur and the securities are not issued, the
Portfolio will have lost an investment opportunity. There is no overall limit
on the percentage of the Portfolio's assets which may be committed to the
purchase of securities on a "when, as and if issued" basis. An increase in the
percentage of the Portfolio's assets committed to the purchase of securities on
a "when, as and if issued" basis may increase the volatility of its net asset
value.

SPECIAL RISK CONSIDERATIONS

FOREIGN INVESTMENTS. All investments, domestic and foreign, involve certain
risks. Investment in the securities of foreign issuers may involve risks in
addition to those normally associated with investments in the securities of U.S.
issuers. In general, the Portfolio will invest only in securities of companies
and governments in countries which the Advisor, in its judgment, considers both
politically and economically stable. Nevertheless, all foreign investments are
subject to risks of foreign political and economic instability, adverse
movements in foreign exchange rates, the imposition or tightening of exchange
controls or other limitations on repatriation of foreign capital and changes in
foreign governmental attitudes towards private investment possibly leading to
nationalization, increased taxation or confiscation of Portfolio assets. To the
extent the Portfolio invests substantially in issuers located in one country or
area, such investments may be subject to greater risk in the event of political
or social instability or adverse economic developments affecting that country or
area.

Moreover, (i) dividends payable on foreign securities may be subject to foreign
withholding taxes, thereby reducing the income available for distribution to the
Portfolio's, and thus the Portfolio's, shareholders; (ii) commission rates
payable on foreign portfolio transactions are generally higher than in the U.S.;
(iii) accounting, auditing and financial reporting standards differ from those
in the U.S., and this may mean that less information about foreign companies may
be available than is generally available about issuers of comparable securities
in the U.S.;

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<PAGE>

(iv) foreign securities often trade less frequently and with less volume than
U.S. securities and consequently may exhibit greater price volatility; and (v)
foreign securities trading practices, including those involving securities
settlement, may expose the Portfolio to increased risk in the event of a failed
trade or the insolvency of a foreign broker-dealer or registrar.

EMERGING MARKETS. The Portfolio may invest in securities of issuers located in
countries, considered by some to be emerging market countries. The risks of
investing in foreign securities may be greater with respect to securities of
issuers in, or denominated in the currencies of, emerging market countries. The
economies of emerging market countries generally are heavily dependent upon
international trade and, accordingly, have been and may continue to be adversely
affected by trade barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated by the
countries with which they trade. These economies also have been and may
continue to be adversely affected by economic conditions in the countries with
which they trade. The securities markets of emerging market countries are
substantially smaller, less developed, less liquid and more volatile than the
securities markets of the U.S. and other developed countries. Disclosure and
regulatory standards in many respects are less stringent in emerging market
countries than in the U.S. and other major markets. There also may be a lower
level of monitoring and regulation of emerging market countries than in the U.S.
and other major markets. There also may be a lower level of monitoring and
regulation of emerging markets and the activities of investors in such markets,
and enforcement of existing regulations may be extremely limited. Investing in
local markets, particularly in emerging market countries, may require the
Portfolio to adopt special procedures, seek local government approvals or take
other actions, each of which may involve additional costs to the Portfolio.
Certain emerging market countries may also restrict investment opportunities in
issuers in industries deemed important to national interests.

CURRENCY FLUCTUATIONS AND DEVALUATIONS. Because the Portfolio will invest
heavily in non-U.S. currency denominated securities, changes in foreign currency
exchange rates will affect the value of the Portfolio's investments. A decline
in the value of currencies in which the Portfolio's investments are denominated
against the dollar will result in a corresponding decline in the dollar value of
the Portfolio's assets. This risk tends to be heightened in the case of
investing in certain emerging market countries

GEOGRAPHIC CONCENTRATION. The Portfolio may invest more than 25% of its total
assets in issuers located in any one country. To the extent it invests in
issuers located in one country, the Portfolio is susceptible to factors
adversely affecting that country. In particular, these factors may include the
political and economic developments and foreign exchange rate fluctuations
discussed above. As a result of investing substantially in one country, the
value of the Portfolio's assets may fluctuate more widely than the value of
shares of a comparable Portfolio having a lesser degree of geographic
concentration.

PORTFOLIO TURNOVER. The Portfolio may engage in short-term trading but its
portfolio turnover rate is not expected to exceed 100%. High portfolio turnover
and short-term trading involve correspondingly greater commission expenses and
transaction costs. Also, higher portfolio turnover rates can make it more
difficult for the Portfolio to qualify as a regulated investment

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<PAGE>

company for federal income tax purposes and may cause shareholders of the
Portfolio to recognize gains for federal income tax purposes. See "Taxation" in
the SAI.

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES

The business and affairs of the Fund are managed under the direction of the
Board. The business and affairs of the Portfolio are managed under the
direction of the Core Trust Board. The Trustees of both Trust and Core Trust
are Peter E. Guernsey, Ralph E. Hansmann, John I. Howell, Laura E. Luckyn-
Malone, Clarence F. Michalis, Hermann C. Schwab and Mark J. Smith. Additional
information regarding the Trustees and the respective executive officers of the
Trust and Core Trust's may be found in the SAI under the heading "Management --
Trustees and Officers." The Board and the Core Trust Board have separately
adopted written procedures reasonably appropriate to deal with potential
conflicts of interest.

INVESTMENT ADVISER AND PORTFOLIO MANAGER

The Fund currently invests all of its assets in the Portfolio. SCMI serves as
investment adviser to the Portfolio pursuant to an Investment Advisory Contract.
Through its London, England branch SCMI manages the investment and reinvestment
of the assets the Portfolio and continuously reviews, supervises and administers
the Portfolio's investments. In this regard, it is the responsibility of SCMI to
make decisions relating to the Portfolio's investments and to place purchase and
sale orders regarding investments with brokers or dealers selected by it in its
discretion. For its services with respect to the Portfolio, SCMI receives a
monthly advisory fee equal on an annual basis to 0.85% of the average daily net
assets of the Portfolio, which the Fund indirectly bears through investment in
the Portfolio.

SCMI is a wholly-owned U.S. subsidiary of Schroders Incorporated, the wholly-
owned U.S. holding company subsidiary of Schroders plc. Schroders plc is the
holding company parent of a large world-wide group of banks and financial
services companies (referred to as the "Schroder Group"), with associated
companies and branch and representative offices located in seventeen countries
world-wide. The Schroder Group specializes in providing investment management
services with assets under management currently in excess of $90 billion.

The investment management team of Mark J. Smith, a Trustee and Vice President of
the Trust and Core Trust, and Laura Luckyn-Malone, a Trustee and President of
the Trust and Core Trust, with the assistance of an SCMI investment committee,
is primarily responsible for the day-to-day management of the Portfolio's
investment portfolio. Mr. Smith, who has managed the Fund's portfolio since
October 1989 and the Portfolio's investments since its inception, has been a
First Vice President of SCMI since April 1990 and a Director thereof since April
1993. He has been employed by various Schroder Group companies in the investment
research and portfolio management areas since 1983. Ms. Luckyn-Malone, who
joined the Portfolio's investment

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<PAGE>

management team in ____________ 1995, has been a Senior Vice President and
Director of SCMI since 1990.

The Fund began pursuing its investment objective through investment in the
Portfolio on November 1, 1995. The Fund may withdraw its investment from the
Portfolio at any time if the Board determines that it is in the best interests
of the Fund and its shareholders to do so. See "Other Information -- Fund
Structure." Accordingly, the Fund has retained SCMI as its investment adviser
to manage the Fund's assets in the event the Fund withdraws its investment.
SCMI does not receive an investment advisory fee with respect to the Fund so
long as the Fund remains completely invested in the Portfolio or any other
investment company. If the Fund resumes directly investing in portfolio
securities, the Fund will pay SCMI a monthly advisory fee equal on an annual
basis to 0.85% of the Fund's average daily net assets. The investment advisory
contract between SCMI and the Trust with respect to the Fund is the same in all
material respects as the Portfolio's Investment Advisory Contract except as to
the parties, the fees payable thereunder, the circumstances under which fees
will be paid and the jurisdiction whose laws govern the agreement.

ADMINISTRATIVE SERVICES

On behalf of the Fund, the Trust has entered into an Administrative Services
Contract with Schroder Advisors, 787 Seventh Avenue, New York, New York 10019.
Schroder Advisors is a wholly-owned subsidiary of SCMI. The Trust and Schroder
Advisors have entered into a Sub-Administration Agreement with Forum. Pursuant
to these agreements, Schroder Advisors and Forum provide certain management and
administrative services necessary for the Fund's operations, other than the
investment management and administrative services provided to the Fund by SCMI
pursuant to the Investment Advisory Contract. For these services, the Fund pays
Schroder Advisors a monthly fee at the annual rate of 0.20% of the average daily
net assets of the Fund. Payment for Forum's services is made by Schroder
Advisors and is not a separate expense of the Fund. Schroder Advisors and Forum
provide similar services to the Portfolio, for which Schroder Advisors is
separately compensated at an annual rate of 0.15 % of the average daily net
assets of the Portfolio, a portion of which Forum receives for its services with
respect to the Portfolio.

DISTRIBUTION PLAN

Schroder Advisors acts as distributor of the Fund's shares. Schroder Advisors
was organized in 1989 and registered as a broker-dealer to serve as an
administrator and distributor of the Fund and other mutual funds. Under the
Distribution Plan (the "Plan") adopted by the Trust on behalf of the Fund, which
is in the form of a reimbursement plan, the Trust is authorized generally to pay
directly or reimburses Schroder Advisors, as distributor, for costs and expenses
incurred in connection with the distribution of Institutional Shares. Such
payment or reimbursement is subject to a limit on an annual basis to 0.50% per
annum of the Fund's average daily net assets attributable to Institutional
Shares. The Fund will make no payment under the Distribution Plan with respect
to Institutional Shares until the Board further so authorizes.

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<PAGE>

Payment or reimbursement may be for various types of costs, including: (1)
advertising expenses, (2) costs of printing prospectuses and other materials to
be given or sent to prospective investors, (3) expenses of sales employees or
agents of the Schroder Advisors, including salary, commissions, travel and
related expenses in connection with the distribution of Institutional Shares,
(4) payments to broker-dealers who advise shareholders regarding the purchase,
sale, or retention of Institutional Shares, and (5) payments to banks, trust
companies, broker-dealers (other than Schroder Advisors) or other financial
organizations (collectively, "Service Organizations"). Payments to Service
Organizations are calculated by reference to the average daily net assets of
Institutional Shares held by shareholders who have a brokerage or other service
relationship with the Service Organization receiving such fees. The Fund will
not be liable for distribution expenditures made by Schroder Advisors in any
given year in excess of the maximum amount payable under the Plan in that year.
Costs or expenses in excess of the per annum limit may not be carried forward to
future years. Salary expenses of salesmen who are responsible for marketing
various mutual funds of the Trust may be allocated to such mutual funds,
including the Institutional Shares class of the Fund, that have adopted a plan
similar to that of the Fund on the basis of average daily net assets; travel
expenses may be allocated to, or divided among, the particular mutual funds of
the Trust for which they are incurred.

Among the services provided by Service Organizations are answering customer
inquiries regarding the manner in which purchases, exchanges and redemptions of
shares of the Trust may be effected and other matters pertaining to the Trust's
services; providing necessary personnel and facilities to establish and maintain
shareholder accounts and records; assisting shareholders in arranging for
processing purchase, exchange and redemption transactions; arranging for the
wiring of funds; guaranteeing shareholder signatures in connection with
redemption orders and transfers and changes in shareholder-designated accounts;
integrating periodic statements with other customer transactions; and providing
such other related services as the shareholder may request.

Some Service Organizations may impose additional or different conditions on
their clients, such as requiring their clients to invest more than the minimum
or subsequent investments specified by the Fund or charging a direct fee for
servicing. If imposed, these fees would be in addition to any amounts which
might be paid to the Service Organization by the Fund. Each Service Organization
has agreed to transmit to its clients a schedule of any such fees. Shareholders
using Service Organizations are urged to consult them regarding any such fees or
conditions.

OTHER EXPENSES

The Fund bears all costs of its operations other than expenses specifically
assumed by Schroder Advisors or SCMI, including those expenses it indirectly
bears through its investment in the Portfolio. The costs borne by the Fund
include legal and accounting expenses; Trustees' fees and expenses; insurance
premiums, custodian and transfer agent fees and expenses; brokerage fees and
expenses; expenses of registering and qualifying the Fund's shares for sale with
the SEC and with various state securities commissions; expenses of obtaining
quotations on portfolio securities and pricing of the Fund's shares; a portion
of the expenses of maintaining

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<PAGE>

the Fund's legal existence and of shareholders' meetings; and expenses of
preparation and distribution to existing shareholders of reports, proxies and
prospectuses. See "Management" in the SAI. Trust expenses directly attributed
to the Fund are charged to the Fund; other expenses are allocated
proportionately among all the portfolios of the Trust in relation to the net
assets of each portfolio. See "Management - Fees and Expenses" in the SAI.

SCMI and Schroder Advisors have voluntarily undertaken to assume certain
expenses of the Fund (or waive their respective fees), which applies to fees and
expenses paid by the Fund as well as fees and expenses paid by the Portfolio.
This undertaking is designed to place a maximum limit on Fund expenses
(excluding taxes, interest, brokerage commissions and other portfolio
transaction expenses and extraordinary expenses) of 0.99% of the average daily
net assets of the Fund attributable to Institutional Shares. This expense
limitation cannot be modified or withdrawn except by a majority vote of the
Trustees of the Trust who are not affiliated with SCMI or Schroder Advisors
("Independent Trustees"). If expense reimbursements are required, they will be
made on a monthly basis. SCMI will reimburse the Fund for four-fifths of the
amount required and Schroder Advisors, the remaining one-fifth; provided,
however, that neither SCMI nor Schroder Advisors will be required to make any
reimbursements or waive any fees in excess of the fees payable to them by the
Fund on a monthly basis for their respective advisory and administrative
services.

PORTFOLIO TRANSACTIONS

The Investment Advisory Contract authorizes and directs SCMI to place orders for
the purchase and sale of the Portfolio's investments with brokers and dealers
selected by SCMI in its discretion and to seek "best execution" of such
portfolio transactions. The Portfolio may pay higher than the lowest available
commission rates when SCMI believes it is reasonable to do so in light of the
value of the brokerage and research services provided by the broker effecting
the transaction. Commission rates for brokerage transactions are fixed on many
foreign securities exchanges, and this may cause higher brokerage expenses to
accrue to the Portfolio than would be the case for comparable transactions
effected on U.S. securities exchanges.

Subject to the Portfolio's policy of obtaining the best price consistent with
quality of execution on transactions, SCMI may employ Schroder Securities
Limited and its affiliates (collectively, "Schroder Securities"), affiliates of
SCMI, to effect transactions of the Portfolio on certain foreign securities
exchanges. Because of the affiliation between SCMI and Schroder Securities, the
Portfolio's payment of commissions to Schroder Securities is subject to
procedures adopted by Core Trust's board of trustees to provide that such
commissions will not exceed the usual and customary brokers' commissions. No
specific portion of the Portfolio's brokerage will be directed to Schroder
Securities and in no event will Schroder Securities receive such brokerage in
recognition of research services.

Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. and subject to seeking the most favorable price and
execution available and such other policies as the Trustees may determine, SCMI
may consider sales of shares of the Fund as a factor in the selection of broker-
dealers to execute portfolio transactions for the Fund.

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<PAGE>

Although the Portfolio does not currently engage in directed brokerage
arrangements to pay expenses, it may do so in the future. These arrangements,
whereby brokers executing the Portfolio's portfolio transactions would agree to
pay designated expenses of the Portfolio if brokerage commissions generated by
the Portfolio reached certain levels, might reduce these expenses. As
anticipated, these arrangements would not materially increase the brokerage
commissions paid by the Portfolio. Brokerage commissions are not reflected as
Fund expenses, however, in the Fund's fee table, per share table, and financial
statements, and such expenses might therefore appear lower than actual expenses
incurred.

CODE OF ETHICS

The Trust, Core Trust, SCMI, Schroder Advisors, and Schroders Incorporated have
adopted codes of ethics that contain a policy on personal securities
transactions by "access persons," including portfolio managers and investment
analysts. That policy complies in all material respects with the recommendations
set forth in the Report of the Advisory Group on Personal Investing of the
Investment Company Institute, of which the Trust is a member.

INVESTMENT IN THE FUND

PURCHASE OF SHARES

Investors may purchase Institutional Shares directly from the Trust.
Prospectuses, sales material and Account Applications can be obtained from the
Trust or through Forum Financial Corp., the Fund's Transfer Agent. See "Other
Information -- Shareholder Inquires." Investments may also be made through
Service Organizations that assist their customers in purchasing shares of the
Fund. Such Service Organizations may charge their customers a service fee for
processing orders to purchase or sell shares of the Fund. Investors wishing to
purchase shares through their accounts at a Service Organization should contact
that organization directly for appropriate instructions.

Shares of the Fund are offered at the net asset value next determined after
receipt of a Purchase Order (at the address set forth below). The minimum
initial investment is $____, except that the minimum initial investment for an
Individual Retirement Account is $____. The minimum subsequent investment is
$____. All purchase payments are invested in full and fractional shares. The
Fund is authorized to reject any purchase order.

Initial and subsequent purchases may be made by mailing a check (in U.S.
dollars), payable to Schroder International Smaller Companies Fund, to:

Schroder International Smaller Companies Fund
P.O. Box 446
Portland, Maine 04112

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<PAGE>

For initial purchases, the check must be accompanied by a completed Account
Application in proper form.

Investors and Service Organizations (on behalf of their customers) may transmit
purchase payments by Federal Reserve Bank wire directly to the Fund as follows:

The wire order must specify the name of the Fund, the account name and number,
address, confirmation number, amount to be wired, name of the wiring bank and
name and telephone number of the person to be contacted in connection with the
order. If the initial investment is by wire, an account number will be assigned
and an Account Application must be completed and mailed to the Fund. Wire orders
received prior to 4:00 p.m. (New York City Time) on a Fund Business Day will be
processed at the net asset value determined as of that day. Wire orders received
after 4:00 p.m. (New York City Time) will be processed at the net asset value
determined as of the next Fund Business Day.

For each shareholder of record, the Fund's Transfer Agent, as the shareholder's
agent, establishes an open account to which all shares purchased are credited,
together with any dividends and capital gain distributions that are paid in
additional shares. Although most shareholders elect not to receive share
certificates, certificates for full shares can be obtained by specific written
request to the Fund's Transfer Agent. No certificates are issued for fractional
shares.

RETIREMENT PLANS

Shares of the Fund are offered in connection with tax-deferred retirement plans.
Applications forms and further information about these plans, including
applicable fees, are available upon request. Before investing in the Fund
through one of these plans, investors should consult their tax advisors.

INDIVIDUAL RETIREMENT ACCOUNTS

The Fund may be used as an investment vehicle for an Individual Retirement
Account ("IRA"). An IRA plan naming The First National Bank of Boston as
custodian is available from the Trust or the Fund's Transfer Agent. The minimum
initial investment for an IRA is $____; the minimum subsequent investment is
$____. IRAs are available to individuals who receive compensation or earned
income, and their spouses, whether or not they are active participants in a tax-
qualified or government-approved retirement plan. An IRA contribution by an
individual

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<PAGE>

who participates, or whose spouse participates, in a tax-qualified or
government-approved retirement plan may not be deductible depending upon the
individual's income. Individuals also may establish an IRA to receive a
"rollover" contribution of distributions from another IRA or a qualified plan.
Tax advice should be obtained before effecting a rollover.

REDEMPTION OF SHARES

Shares of the Fund are redeemed at their next determined net asset value
following receipt by the Fund (at the address set forth above under "Purchase of
Shares") of a redemption request in proper form. See "Net Asset Value."
Redemption requests may be made between 9:00 a.m. and 6:00 p.m. (New York City
Time) on each day that the New York Stock Exchange is open for trading.
Redemption requests that are received prior to 4:00 p.m. (New York City Time)
will be processed at the net asset value determined as of that day. Redemption
requests that are received after 4:00 p.m. (New York City Time) will be
processed at the net asset value determined the next day that the New York Stock
Exchange is open for trading.

BY TELEPHONE. Redemption requests may be made by telephoning the Transfer Agent
at the Account Information telephone number on the cover page of this
Prospectus. A shareholder must provide the Transfer Agent with the shareholder's
account number, the exact name in which the shares are registered and some
additional form of identification such as a password. A redemption by telephone
may be made only if the telephone redemption privilege option has been elected
on the Account Application. In an effort to prevent unauthorized or fraudulent
redemption requests by telephone, reasonable procedures will be followed by the
Transfer Agent to confirm that such instructions are genuine. If such procedures
are followed, neither the Transfer Agent nor the Trust will be liable for any
losses due to unauthorized or fraudulent redemption requests. Shares for which
certificates have been issued may not be redeemed by telephone. In times of
drastic economic or market changes, it may be difficult to make redemptions by
telephone. If a shareholder cannot reach the Transfer Agent by telephone,
redemption requests may be mailed or hand-delivered to the Transfer Agent.

WRITTEN REQUESTS. Redemptions may be made by letter to the Fund specifying the
dollar amount or number of shares to be redeemed and the shareholder account
number. The letter must also be signed in exactly the same way the account is
registered (if there is more than one owner of the shares, all must sign) and,
in [CERTAIN CASES], signatures must be guaranteed by an institution that is
acceptable to the Fund's Transfer Agent. Such institutions include certain
banks, brokers, dealers (including municipal and government securities brokers
and dealers), credit unions and savings associations. (Notaries public are not
acceptable.) Further documentation, such as copies of corporate resolutions and
instruments of authority, may be requested from corporations, administrators,
executors, personal representatives, directors or custodians to evidence the
authority of the person or entity making the redemption request. Questions
concerning the need for signature guarantees or documentation of authority
should be directed to the Fund at the above address or by calling the Account
Information telephone number appearing on the cover of this Prospectus.

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<PAGE>

If shares to be redeemed are held in certificate form, the certificates must be
enclosed with the redemption request and the assignment form on the back of the
certificates, or an assignment separate from the certificates (but accompanied
by the certificates), must be signed by all owners in exactly the same way the
owners' names are written on the face of the certificates. Requirements for
signature guarantees and/or documentation of authority as described above could
also apply. For your protection, the Fund suggests that certificates be sent by
registered mail.

ADDITIONAL REDEMPTION INFORMATION. Checks for redemption proceeds will normally
be mailed within seven days, but no check will be mailed until all checks in
payment for the purchase of the shares to be redeemed have been cleared, which
may take up to 15 calendar days. Unless other instructions are given in proper
form, a check for the proceeds of a redemption will be sent to the shareholder's
address of record.

The Fund may suspend the right of redemption during any period when (i) trading
on the New York Stock Exchange is restricted or that exchange is closed, (ii)
the SEC has by order permitted such suspension, or (iii) an emergency, as
defined by rules of the SEC, exists making disposal of portfolio investments or
determination of the Fund's NAV not reasonably practicable.

If the Board determines that it would be detrimental to the best interest of the
remaining shareholders of the Fund to make payment wholly or partly in cash, the
Fund may redeem shares in whole or in part by a distribution in kind of
securities from the portfolio of the Fund, in lieu of cash, in conformity with
applicable rules of the SEC. The Fund will, however, redeem shares solely in
cash up to the lesser of $250,000 or 1% of net assets during any 90-day period
for any one shareholder. In the event that payment for redeemed shares is made
wholly or partly in portfolio securities, the shareholder may be subject to
additional risks and costs in converting the securities to cash. See "Additional
Purchase and Redemption Information -- Redemption in Kind" in the SAI.

The proceeds of a redemption may be more or less than the amount invested and,
therefore, a redemption may result in a gain or loss for Federal income tax
purposes.

Due to the relatively high cost of maintaining smaller accounts, the Fund
reserves the right to redeem shares in any account (other than an IRA) if at any
time the account does not have a value of at least $2,000, unless the value of
the account fell below that amount solely as a result of market activity.
Shareholders will be notified that the value of the account is less than $2,000
and be allowed at least 30 days to make an additional investment to increase the
account balance to at least $2,000.

NET ASSET VALUE

The net asset value per share of the Fund is calculated at 4:00 p.m. (New York
City Time), Monday through Friday, each day that the New York Stock Exchange is
open for trading, (a "Fund Business Day"), which excludes the following
holidays: New Year's Day, Presidents'

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<PAGE>

Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day. Net asset value per share is calculated by dividing the
aggregate value of the Fund's assets less all liabilities by the number of
shares of the Fund outstanding.

Portfolio securities listed on recognized stock exchanges are valued at the last
reported sale price, prior to the time when the securities are valued, on the
exchange on which the securities are principally traded. Listed securities
traded on recognized stock exchanges where last sale prices are not available
are valued at mid-market prices. 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. 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 Core Trust
Board.

Trading in securities on European and Far Eastern exchanges and over-the-counter
markets may not take place on every day that the New York Stock Exchange is open
for trading. Furthermore, trading takes place in various foreign markets on days
on which the Fund's net asset value is not calculated. If events materially
affecting the value of foreign securities occur between the time when their
price is determined and the time when net asset value is calculated, such
securities will be valued at fair value as determined in good faith by using
methods approved by Core Trust's Board of Trustees.

DIVIDENDS, DISTRIBUTIONS AND TAXES

THE FUND

The Fund intends to continue to comply with the provisions of Subchapter M of
the Internal Revenue Code of 1986, as amended (the "Code"), applicable to
regulated investment companies. The Fund intends to distribute substantially all
of its net investment income and its net realized long term capital gain at
least annually and, therefore, intends not to be subject to Federal income tax.

The Fund intends to elect, pursuant to Section 853 of the Code if the Fund is
eligible to do so, to permit shareholders to take a credit (or a deduction) for
foreign income taxes paid by the Fund. You should include as gross income in
their Federal income tax returns both cash dividends received from the Fund and
also the amount that the Fund advises is your pro rata portion of foreign income
taxes paid with respect to, or withheld from, dividends and interest paid to the
Fund from its foreign investments. You then would be entitled, subject to
certain limitations, to take a foreign tax credit against your Federal income
tax liability for the amount of such foreign taxes or else to deduct such
foreign taxes as an itemized deduction from gross income.

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<PAGE>

The Fund intends to declare and pay as a dividend substantially all of its net
investment income annually and to distribute any net realized long-term capital
gain at least annually. Dividend and capital gains distributions will be
reinvested automatically in additional shares of the Fund at net asset value
unless the shareholder has notified the Fund in his Account Application or
otherwise in writing of his election to receive distributions in cash.

For Federal income tax purposes, distributions of the Fund's net taxable income
will be taxable to shareholders as ordinary income whether they are invested in
additional shares or received in cash. Distributions of any net capital gains
designated by the Fund as capital gain dividends will be taxable as long-term
capital gain, regardless of how long a shareholder has held the shares and
whether they are invested in additional shares or received in cash. Each year
the Trust will notify shareholders of the tax status of dividends and
distributions.

Earnings of the Fund not distributed on a timely basis in accordance with a
calendar year distribution requirement are subject to a non-deductible 4% excise
tax. To prevent imposition of this tax, the Fund intends to comply with this
distribution requirement.

The Fund generally will be required to withhold Federal income tax at a rate of
31% ("backup withholding") from dividends paid to shareholders if (i) the payee
fails to furnish and to certify the payee's correct taxpayer identification
number or social security number, (ii) the IRS notifies the Fund that the payee
has failed to report properly certain interest and dividend income to the IRS
and to respond to notices to that effect or (iii) when required to do so, the
payee fails to certify that he is not subject to backup withholding.

Depending on the residence of the shareholder for tax purposes, distributions
may also be subject to state and local taxes, including withholding taxes.
Shareholders should consult their own tax advisors as to the tax consequences of
ownership of shares of the Fund in their particular circumstances.

THE PORTFOLIO

The Portfolio is not required to pay Federal income taxes on its net investment
income and capital gain, as it is treated as a partnership for Federal income
tax purposes. All interest, dividends and gain and losses of the Portfolio are
deemed to have been "passed through" to the Fund in proportion to its holdings
of the Portfolio, regardless of whether such interest, dividends or gain have
been distributed by the Portfolio or losses have been realized by the Portfolio.
Investment income received by the Fund from sources within foreign countries may
be subject to foreign income or other taxes. The Fund intends to elect, if
eligible to do so, to permit its shareholders to take a credit (or a deduction)
for foreign income and other taxes paid by the Portfolio. Shareholders of the
Fund will be notified of their share of those taxes and will

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<PAGE>

be required to include that amount as income. In that event, shareholders may be
entitled to claim a credit or deduction for those taxes.

OTHER INFORMATION

CAPITALIZATION AND VOTING

The Trust was originally organized as a Maryland corporation on July 30, 1969
and on January 9, 1996 was reorganized as a Delaware business trust. The Trust
was formerly known as "Schroder Capital Funds, Inc." The Trust is registered as
an open-end management investment company under the Act and has authority to
issue an unlimited number of shares of beneficial interest. The Board may,
without shareholder approval, divide the authorized shares into an unlimited
number of separate portfolios or series (such as the Fund) and may divide
portfolios or series into classes of shares (such as the Institutional Shares
class), and the costs of doing so will be borne by the Trust. The Trust
currently consists of seven separate portfolios, each of which has separate
investment objectives and policies, and 13 classes of shares, two of which
represent interests in to the Fund.

Shares are fully paid and non-assessable, and have no preferences as to
conversion, exchange, dividends, retirement or other features. Shares have no
pre-emptive rights. They have non-cumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of Trustees can
elect 100% of the Trustees if they choose to do so. A shareholder is entitled to
one vote for each full share held (and a fractional vote for each fractional
share held) standing in his name on the books of the Trust. On matters requiring
shareholder approval, shareholders of the Trust are entitled to vote only with
respect to matters that affect the interest of the Fund or class of shares they
hold, except as otherwise required by applicable law.

There will normally be no meetings of shareholders to elect Trustees unless and
until such time as less than a majority of the Trustees holding office have been
elected by shareholders. However, the holders of not less than a majority of the
outstanding shares of the Trust may remove any person serving as a Trustee and
the Board will call a special meeting of shareholders to consider removal of one
or more Trustees if requested in writing to do so by the holders of not less
than 10% of the outstanding shares of the Trust.

From time to time, certain shareholders may own a large percentage of the shares
of the Fund. Accordingly, those shareholders may be able to greatly affect (if
not determine) the outcome of a shareholder vote.

REPORTS

The Trust sends to each shareholder of the Fund a semi-annual report and an
audited annual report, each of which includes a list of the investment
securities held by the Fund.

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<PAGE>

PERFORMANCE INFORMATION

The Fund may, from time to time include quotations of its total return in
advertisements or reports to shareholders or prospective Advisors. Quotations of
average annual total return for the Fund will be expressed in terms of the
average annual compounded rate of return of a hypothetical investment in the
Fund over a period of 1, 5 and 10 years. Total return quotations reflect the
deduction of a proportional share of Fund expenses (on an annual basis), and
assume that all dividends and distributions are reinvested when paid.

Performance information for the Fund may be compared to various unmanaged
securities indices, groups of mutual funds tracked by mutual fund ratings
services, or other general economic indicators. Unmanaged indices may assume the
reinvestment of dividends but generally do not reflect deductions for
administrative and management costs and expenses.

Performance information for the Fund represents only past performance and does
not necessarily indicate future results. Performance information should be
considered in light of the Fund's investment objective and policies,
characteristics and quality of the Fund's investments, and the market conditions
during the given time period, and should not be considered as a representation
of what may be achieved in the future. For a description of the methods used to
determine total return for the Fund, see the SAI.

CUSTODIAN AND TRANSFER AGENT

The Chase Manhattan Bank, N.A. is custodian of the Fund's and of the Portfolio's
assets. Forum Financial Corp. serves as the Fund's Transfer and Dividend
Disbursing Agent.

SHAREHOLDER INQUIRIES

Inquiries about the Fund, including the Fund's past performance, should be
directed to:

Schroder International Smaller Companies Fund
P.O. Box 446
Portland, Maine 04112

Information about specific shareholder accounts may be obtained from the
Transfer Agent by calling (800) 344-8332.

CERTAIN SERVICE ORGANIZATION

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<PAGE>

continuing to perform all or part of its servicing activities. If a bank were
prohibited from so acting, its shareholder clients would be permitted to remain
shareholders of the Fund and alternative means for continuing the servicing of
such shareholders would be sought. It is not expected that shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.

FUND STRUCTURE

OTHER CLASSES OF SHARES. The Fund has two classes of shares, Institutional
Shares and Advisor Shares. Advisor Shares are offered by a separate prospectus
to individual investors, in most cases through Service Organizations. Advisor
Shares incur more expenses than Institutional Shares. Except for certain
differences, each share of each class represents an undivided, proportionate
interest in the Fund. Each share of the Fund is entitled to participate equally
in dividends and other distributions and the proceeds of any liquidation of the
Fund except that, due to the differing expenses borne by the two classes, the
amount of dividends and other distribution will differ between the classes.
Information about Advisor Shares is available from the Fund by calling Forum
Financial Corp. at (207) 879-8903.

THE PORTFOLIO. The Fund seeks to achieve its investment objective by investing
all of its investable assets in the Portfolio, which has substantially the same
investment objective and policies as the Fund. Accordingly, the Portfolio
directly acquires its own securities and the Fund acquires an indirect interest
in those securities. The Portfolio is a separate series of Core Trust, a
business trust organized under the laws of the State of Delaware in September
1995. Core Trust is registered under the Act as an open-end management
investment company and currently has four separate portfolios. The assets of the
Portfolio, a diversified portfolio, belong only to, and the liabilities of the
Portfolio are borne solely by, the Portfolio and no other portfolio of Core
Trust.

The investment objective and fundamental investment policies of the Fund and the
Portfolio can be changed only with shareholder approval. See "Investment
Objective," "Investment Policies," and "Management of the Fund" for a complete
description of the Portfolio's investment objective, policies, restrictions,
management, and expenses.

The Fund's investment in the Portfolio is in the form of a non-transferable
beneficial interest. As of the date of this Prospectus, the Fund is the only
institutional Investor that has invested all of its assets in the Portfolio. The
Portfolio may permit other investment companies or institutional investors to
invest in it. All investors in the Portfolio will invest on the same terms and
conditions as the Fund and will pay a proportionate share of the Portfolio's
expenses.

The Portfolio normally will not hold meetings of investors except as required by
the Act. Each Investor in the Portfolio will be entitled to vote in proportion
to its relative beneficial interest in the Portfolio. On most issues subject to
a vote of investors, as required by the Act and other applicable law, the Fund
will solicit proxies from shareholders of the Fund and will vote its interest in
the Portfolio in proportion to the votes cast by its shareholders. If there are
other investors in the Portfolio, there can be no assurance that any issue that
receives a majority of the

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<PAGE>

votes cast by Fund shareholders will receive a majority of votes cast by all
investors in the Portfolio; indeed, if other investors hold a majority interest
in the Portfolio, they could hold have voting control of the Portfolio.

The Portfolio will not sell its shares directly to members of the general
public. Another Investor in the Portfolio, such as an investment company, that
might sell its shares to members of the general public would not be required to
sell its shares at the same public offering price as the Fund, and could have
different advisory and other fees and expenses than the Fund. Therefore, Fund
shareholders may have different returns than shareholders in another investment
company that invests exclusively in the Portfolio. There is currently no such
other investment company that offers its shares to members of the general
public. Information regarding any such funds in the future will be available
from Core Trust by calling Forum Financial Corp. at (207) 879-8903.

CERTAIN RISKS OF INVESTING IN THE PORTFOLIO. The Fund's investment in the
Portfolio may be affected by the actions of other large investors in the
Portfolio, if any. For example, if the Portfolio had a large Investor other than
the Fund that redeemed its interest in the Portfolio, the Portfolio's remaining
investors (including the Fund) might, as a result, experience higher pro rata
operating expenses, thereby producing lower returns.

The Fund may withdraw its entire investment from the Portfolio at any time, if
the Board determines that it is in the best interests of the Fund and its
shareholders to do so. The Fund might withdraw, for example, if there were other
investors in the Portfolio with power to, and who did by a vote of the
shareholders of all investors (including the Fund), change the investment
objective or policies of the Portfolio in a manner not acceptable to the Board.
A withdrawal could result in a distribution in kind of portfolio securities (as
opposed to a cash distribution) by the Portfolio. That distribution could result
in a less diversified portfolio of investments for the Fund and could affect
adversely the liquidity of the Fund's portfolio. If the Fund decided to convert
those securities to cash, it usually would incur brokerage fees or other
transaction costs. If the Fund withdrew its investment from the Portfolio, the
Board would consider what action might be taken, including the management of the
Fund's assets in accordance with its investment objective and policies by the
Adviser and Schroder, the Fund's investment adviser and subadviser,
respectively, or the investment of all of the Fund's investable assets in
another pooled investment entity having substantially the same investment
objective as the Fund. The inability of the Fund to find a suitable replacement
investment, in the event the Board decided not to permit the Adviser and
Schroder to manage the Fund's assets, could have a significant impact on
shareholders of the Fund.

Each Investor in the Portfolio, including the Fund, will be liable for all
obligations of the Portfolio, but not any other portfolio of Core Trust. The
risk to an Investor in the Portfolio of incurring financial loss on account of
such liability, however, would be limited to circumstances in which the
Portfolio was unable to meet its obligations. Upon liquidation of the Portfolio,
investors would be entitled to share pro rata in the net assets of the Portfolio
available for distribution to investors.

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<PAGE>

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

ADMINISTRATOR & DISTRIBUTOR
Schroder Fund Advisors Inc.
787 Seventh Avenue
New York, New York 10019

SUB-ADMINISTRATOR
Forum Financial Services, Inc.
Two Portland Square
Portland, Maine 04101

CUSTODIAN
The Chase Manhattan Bank, N.A.
Global Custody Division
Woolgate House, Coleman Street
London EC2P 2HD, United Kingdom

TRANSFER AND DIVIDEND DISBURSING AGENT
Forum Financial Corp.
P.O. Box 446
Portland, Maine 04112

INDEPENDENT ACCOUNTANTS
[ACCOUNTANT] L.L.P.
One Post Office Square
Boston, Massachusetts 02109

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<PAGE>

Table of Contents

PROSPECTUS SUMMARY . . . . . . . . . . . . . . . .
The Fund . . . . . . . . . . . . . . . . . . . . .
Investment Adviser . . . . . . . . . . . . . . . .
Administrative Services. . . . . . . . . . . . . .
Purchases and Redemptions. . . . . . . . . . . . .
Risk Considerations. . . . . . . . . . . . . . . .
Fee Table. . . . . . . . . . . . . . . . . . . . .
FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . .
INVESTMENT OBJECTIVE
AND POLICIES . . . . . . . . . . . . . . . . . .
Investment Objective . . . . . . . . . . . . . . .
Investment Policies. . . . . . . . . . . . . . . .
ADDITIONAL INVESTMENT POLICIES
RISK CONSIDERATIONS. . . . . . . . . . . . . . .
Investment Restrictions. . . . . . . . . . . . . .
Investment Types . . . . . . . . . . . . . . . . .
Risk Considerations. . . . . . . . . . . . . . . .
MANAGEMENT OF THE FUND . . . . . . . . . . . . . .
Board of Trustees. . . . . . . . . . . . . . . . .
Investment Adviser and Portfolio Manager . . . . .
Administrative Services. . . . . . . . . . . . . .
Distribution Plan. . . . . . . . . . . . . . . . .
Other Expenses . . . . . . . . . . . . . . . . . .
Portfolio Transactions
Code of Ethics . . . . . . . . . . . . . . . . . .
INVESTMENT IN THE FUND . . . . . . . . . . . . . .
Purchase of Shares . . . . . . . . . . . . . . . .
Retirement Plans . . . . . . . . . . . . . . . . .
Individual Retirement Accounts . . . . . . . . . .
Redemption of Shares . . . . . . . . . . . . . . .
Net Asset Value. . . . . . . . . . . . . . . . . .
DIVIDENDS, DISTRIBUTIONS
AND TAXES. . . . . . . . . . . . . . . . . . . .
The Fund . . . . . . . . . . . . . . . . . . . . .
The Portfolio. . . . . . . . . . . . . . . . . . .
OTHER INFORMATION. . . . . . . . . . . . . . . . .
Capitalization and Voting. . . . . . . . . . . . .
Reports. . . . . . . . . . . . . . . . . . . . . .
Performance Information. . . . . . . . . . . . . .
Custodian and Transfer Agent . . . . . . . . . . .
Shareholder Inquires . . . . . . . . . . . . . . .
Certain Shareholder Servicing Organizations. . . .
Fund Structure . . . . . . . . . . . . . . . . . .

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<PAGE>

SCHRODER INTERNATIONAL SMALLER COMPANIES FUND
TWO PORTLAND SQUARE
PORTLAND, MAINE 04101

- --------------------------------------------------------------------------------

GENERAL INFORMATION: (207) 879-8903
ACCOUNT INFORMATION: (800) 344-8332
FAX: (207) 879-6206

- --------------------------------------------------------------------------------

SCHRODER CAPITAL MANAGEMENT INTERNATIONAL INC. - INVESTMENT ADVISER
SCHRODER FUND ADVISORS INC. - ADMINISTRATOR AND DISTRIBUTOR

STATEMENT OF ADDITIONAL INFORMATION

Schroder International Smaller Companies Fund (the "Fund") is a diversified,
separately-managed portfolio of Schroder Capital Funds (Delaware) (the "Trust"),
an open-end management investment company currently consisting of seven separate
portfolios, each of which has different investment objectives and policies.

The Fund's investment objective is is long-term capital appreciation through
investment in securities markets outside the United States. There is no
assurance that the Fund will achieve this objective. Furthermore, investing in
securities of foreign issuers involves special risks in addition to those
associated with investments in securities of U.S. issuers. See "The Fund -
Special Risk Considerations." The Fund currently seeks to achieve its
investment objective by holding, as its only investment securities, the
securities of International Smaller Comanies Portfolio (the "Portfolio"), a
separate portfolio of a registered open-end management investment company ("Core
Trust").

Institutional Shares of the Fund are offered for sale at net asset value with no
sales charge as an investment vehicle for individuals, institutions,
corporations and fiduciaries. Advisor Shares of the Fund are offered to
individual investors, in most cases through Service Organizations (as defined
herein). Advisor Shares incur more expenses than Institutional Shares.

This Statement of Additional Information ("SAI") is not a prospectus and is only
authorized for distribution when preceded or accompanied by the Prospectus for
the Fund dated July __, 1996 (the "Prospectus"). This SAI contains additional
and more detailed information than that set forth in the Prospectus and should
be read in conjunction with the Prospectus. The Prospectus and SAI for the Fund
may be obtained without charge by writing or calling the Fund at the address and
information numbers printed above.

July __, 1996

<PAGE>

TABLE OF CONTENTS

INTRODUCTION . . . . . . . . . . . . .

INVESTMENT POLICIES
Introduction . . . . . . . . . . . . .
Foreign Securities . . . . . . . . . .
Depository Receipts. . . . . . . . . .
Use of Forward Contracts in Foreign
Exchange Transactions. . . . . . . .
U.S. Government Securities . . . . . .
Bank Obligations . . . . . . . . . . .
Short-Term Debt Securities . . . . . .
Repurchase Agreements. . . . . . . . .

INVESTMENT RESTRICTIONS. . . . . . . .

MANAGEMENT
Officers and Trustees. . . . . . . . .
Investment Adviser . . . . . . . . . .
Administrative Services. . . . . . . .
Distribution of Fund Shares. . . . . .
Service Organizations. . . . . . . . .
Portfolio Accounting . . . . . . . . .
Fees and Expenses. . . . . . . . . . .

PORTFOLIO TRANSACTIONS
Investment Decisions . . . . . . . . .
Brokerage and Research Services. . . .

ADDITIONAL PURCHASE AND
REDEMPTION INFORMATION
Redemption in Kind . . . . . . . . . .

TAXATION . . . . . . . . . . . . . . .

OTHER INFORMATION
Organization . . . . . . . . . . . . .
Capitalization and Voting. . . . . . .
Principal Shareholders . . . . . . . .
Custody of Fund Assets . . . . . . . .
Transfer Agent and Dividend
Disbursing Agent . . . . . . . . . .
Performance Information. . . . . . . .
Independent Accountants. . . . . . . .
Counsel. . . . . . . . . . . . . . . .
Registration Statement . . . . . . . .

FINANCIAL STATEMENTS . . . . . . . . .

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<PAGE>

INTRODUCTION

The Fund was originally organized in 1996 as a separate portfolio of the Trust.
References in this SAI to the Fund with respect to periods prior to the
effective date of the Reorganization mean as it was constituted as a portfolio
of Fund Source.

INVESTMENT POLICIES

INTRODUCTION

The following information supplements the discussion found under "Investment
Objectives" and "Investment Policies" in the Prospectus. The Fund currently
seeks to achieve its investment objective by investing all of its investment
assets in the Portfolio, which has the same investment objective and policies.
As the Fund has the same investment policies as the Portfolio and currently
invests all of its assets in the Portfolio, investment policies are discussed
with respect to the Portfolio only.

As a non-fundamental policy, the Portfolio normally invests at least 65% of its
total assets in equity securities of companies domiciled outside the U.S. that
have market capitalizations under $1 billion at the time of investment,
including common and preferred stock, convertible securities, depository
receipts, and warrants or rights to purchase such equity securities.
Investments also may be made in debt obligations of foreign governments,
corporations and international or supranational organizations (and their
agencies or instrumentalities).

For temporary defensive purposes, to accumulate cash for investments, or to meet
anticipated redemptions, the Portfolio may invest in (or enter into repurchase
agreements with banks and broker dealers with respect to) short-term debt
securities, including Treasury bills and other U.S. Government securities, and
certificates of deposit and bankers' acceptances of U.S. banks. The Portfolio
may also hold cash and time deposits in foreign banks, denominated in any major
foreign currency.

In anticipation of foreign exchange requirements and to avoid losses due to
adverse movements in foreign currency exchange rates, the Portfolio also may
enter into forward contracts to purchase and sell foreign currencies.

FOREIGN SECURITIES

Investment in the securities of foreign issuers may involve risks in addition to
those normally associated with investments in the securities of U.S. issuers.
There may be less publicly available information about foreign issuers than is
available for U.S. issuers, and foreign auditing, accounting and financial
reporting practices may differ from U.S. practices. Foreign securities markets
may be less active than U.S. markets, trading may be thin and consequently
securities prices may be more volatile. The Portfolio's investment adviser,
Schroder Capital Management International, Inc. ("SCMI" or "Adviser") will, in
general, invest only in securities of companies and governments of countries
which, in its judgment, are both politically and economically stable.
Nevertheless, all foreign investments are subject to risks of foreign political
and economic instability, adverse movements in foreign exchange rates, the
imposition or tightening of exchange controls or other limitations on the
repatriation of foreign capital and changes in foreign governmental attitudes
toward private investment, possibly leading to nationalization, increased
taxation, or confiscation of Portfolio assets.

DEPOSITORY RECEIPTS

Investments in securities of foreign issuers may on occasion be in the form of
sponsored or unsponsored American Depository Receipts ("ADRs") or European
Depository Receipts ("EDRs"), or other similar securities convertible into
securities of foreign issuers. These securities may not necessarily be
denominated in the same currency as the securities into which they may be
converted. ADRs are receipts typically issued in the United States by a bank or
trust company, evidencing ownership of the underlying securities. EDRs are
typically issued in Europe under a similar arrangement. Generally, ADRs, in
registered form, are designed for use in the U.S. securities markets and EDRs,
in bearer form, are designed for use in European securities markets.
Unsponsored ADRs may be created

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<PAGE>

without the participation of the foreign issuer. Holders of these ADRs
generally bear all the costs of the ADR facility, whereas foreign issuers
typically bear certain costs in a sponsored ADR. The bank or trust company
depository of an unsponsored ADR may be under no obligation to distribute
shareholder communications received from the foreign issuer or to pass through
voting rights.

USE OF FORWARD CONTRACTS IN FOREIGN EXCHANGE TRANSACTIONS

To protect or "hedge" against adverse movements in foreign currency exchange
rates, the Portfolio may invest in forward contracts to purchase or sell an
agreed-upon amount of a specified currency at a future date, which may be any
fixed number of days from the date of the contract agreed upon by the parties,
at a price set at the time of the contract. Such contracts are traded in the
interbank market conducted directly between currency traders (usually large
commercial banks) and their customers. A forward contract generally has no
deposit requirement, and no commissions are charged at any stage for trades.
Although such contracts tend to minimize the risk of loss due to a decline in
the value of the currency which is sold, they expose the Portfolio to the risk
that the counterparty is unable to perform and they tend to limit commensurately
any potential gain which might result should the value of such currency increase
during the contract period.

U.S. GOVERNMENT SECURITIES

The Portfolio may invest in obligations issued or guaranteed by the U.S.
Government or its agencies or instrumentalities which have remaining maturates
not exceeding one year. Agencies and instrumentalities which issue or guarantee
debt securities and which have been established or sponsored by the U.S.
Government include the Bank for Cooperatives, the Export-Import Bank, the
Federal Farm Credit System, the Federal Home Loan Banks, the Federal Home Loan
Mortgage Corporation, the Federal Intermediate Credit Banks, the Federal Land
Banks, the Federal National Mortgage Association, the Government National
Mortgage Association and the Student Loan Marketing Association. Except for
obligations issued by the U.S. Treasury and the Government National Mortgage
Association, none of the obligations of the other agencies or instrumentalities
referred to above are backed by the full faith and credit of the U.S.
Government.

BANK OBLIGATIONS

The Portfolio may invest in obligations of U.S. banks (including certificates of
deposit and bankers' acceptances) having total assets at the time of purchase in
excess of $1 billion. Such banks must be members of the Federal Deposit
Insurance Corporation or the Federal Savings and Loan Insurance Corporation.

The Portfolio also may invest in certificates of deposit issued by foreign
banks, denominated in any major foreign currency. The Portfolio will invest in
instruments issued by foreign banks which, in the view of SCMI and the Trustees
of Core Trust, are of credit-worthiness and financial stature in their
respective countries comparable to U.S. banks used by the Portfolio.

A certificate of deposit is an interest-bearing negotiable certificate issued by
a bank against funds deposited in the bank. A bankers' acceptance is a short-
term draft drawn on a commercial bank by a borrower, usually in connection with
an international commercial transaction. Although the borrower is liable for
payment of the draft, the bank unconditionally guarantees to pay the draft at
its face value on the maturity date.

SHORT-TERM DEBT SECURITIES

The Portfolio may invest in commercial paper, that is short-term unsecured
promissory notes issued in bearer form by bank holding companies, corporations
and finance companies. The commercial paper purchased by the Portfolio for
temporary defensive purposes consists of direct obligations of domestic issuers
which, at the time of investment, are rated "P-1" by Moody's Investors Service,
Inc. ("Moody's") or "A-1" by Standard & Poor's Corporation ("S&P"), or
securities which, if not rated, are issued by companies having an outstanding
debt issue currently rated Aa by Moody's or AAA or AA by S&P. The rating "P-1"
is the highest commercial paper rating assigned by Moody's and the rating "A-1"
is the highest commercial paper ratings assigned by S&P.

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<PAGE>

REPURCHASE AGREEMENTS

The Portfolio may invest in securities subject to repurchase agreements with
U.S. banks or broker-dealers maturing in seven days or less. In a typical
repurchase agreement the seller of a security commits itself at the time of the
sale to repurchase that security from the buyer at a mutually agreed-upon time
and price. The repurchase price exceeds the sale price, reflecting an agreed-
upon interest rate effective for the period the buyer owns the security subject
to repurchase. The agreed-upon rate is unrelated to the interest rate on that
security. SCMI will monitor the value of the underlying security at the time
the transaction is entered into and at all times during the term of the
repurchase agreement to insure that the value of the security always equals or
exceeds the repurchase price. In the event of default by the seller under the
repurchase agreement, the Portfolio may have difficulties in exercising its
rights to the underlying securities and may incur costs and experience time
delays in connection with the disposition of such securities. To evaluate
potential risks, SCMI reviews the credit-worthiness of those banks and dealers
with which the Portfolio enters into repurchase agreements.

INVESTMENT RESTRICTIONS

The following investment restrictions restate or are in addition to those
described under "Investment Restrictions" and "Investment Policies" in the
Prospectus. The following investment restrictions of the Fund, which are the
same as those of the Portfolio, are Fundamental policies:

(a) The Portfolio will not invest more than 5% of its assets in the securities
of any single issuer. This restriction does not apply to securities issued
by the U.S. Government, its agencies or instrumentalities.

(b) The Portfolio will not purchase more than 10% of the voting securities of
any one issuer. Moreover, the Portfolio will not purchase more than 3% of
the outstanding securities of any closed-end investment company. (Any such
purchase of securities issued by a closed-end investment company will
otherwise be made in full compliance with Sections 12(d)(1)(a)(i), (ii) and
(iii) of the Investment Company Act of the 1940 Act.)

(c) The Portfolio will not concentrate investments in any particular industry;
therefore, the Portfolio will not purchase the securities of companies in
any one industry if, thereafter, 25% or more of the Portfolio's total
assets would consist of securities of companies in that industry. (This
restriction does not apply to obligations issued or guaranteed by the
United States Government, its agencies or instrumentalities. An investment
of more than 25% of the Portfolio's assets in the securities of issuers
located in one country should not be considered to contravene this policy.)

(d) The Portfolio will not borrow money or pledge its assets in excess of 10%
of its total assets taken at market value (including the amount borrowed)
and then only from a bank as a temporary measure for extraordinary or
emergency purposes, including to meet redemptions or to settle securities
transactions. Usually only "leveraged" investment companies may borrow in
excess of 5% of their assets; however, the Portfolio will not borrow to
increase income but only as a temporary measure for extraordinary or
emergency purposes, including to meet redemptions or to settle securities
transactions which may otherwise require untimely dispositions of Portfolio
securities. The Portfolio will not purchase securities while borrowings
exceed 5% of total assets. (For the purpose of this restriction,
collateral arrangements with respect to the writing of options, futures
contracts, options on futures contracts, and collateral arrangements with
respect to initial and variation margin are not deemed to be a pledge of
assets and neither such arrangements nor the purchase or sale of futures or
related options are deemed to be the issuance of a senior security.)

(e) The Portfolio will not make investments for the purpose of exercising
control or management. Investments by the Portfolio in wholly-owned
investment entities created under the laws of certain countries will not be
deemed the making of investments for the purpose of exercising control or
management.

-5-
<PAGE>

(f) The Portfolio will not purchase more than 10% of the voting securities of
any one issuer. Moreover, the Portfolio will not purchase more than 3% of
the outstanding securities of any closed-end investment company. (Any such
purchase of securities issued by a closed-end investment company will
otherwise be made in full compliance with Sections 12(d)(1)(a)(i), (ii) and
(iii) of the Act.)

(g) Except in those circumstances described below, the Portfolio will not
invest more than 10% of its assets in "restricted securities", which are
securities that cannot be resold to the public without registration under
the Federal securities laws. This policy does not include restricted
securities that can be sold to the public in foreign markets or that may
eligible for resale to qualified institutional purchasers pursuant to Rule
144A under the Securities Act of 1933 that are determined to be liquid by
the Advisor pursuant to guidelines adopted by Core Trust's Board of
Trustees. Such guidelines take into account trading activity for such
securities and the availability of reliable pricing information, among
other factors. If there is a lack of trading interest in particular Rule
144A securities, these securities may be illiquid.

As a non-fundamental policy, the Portfolio will not invest more than 15% of
its total assets in securities that are "illiquid," which are securities
that cannot be disposed of within seven days at their then-current value.
Restricted securities may also be illiquid, depending on whether they can
be resold without registration.

(h) Purchase securities on margin or sell short.

(i) Purchase or sell real estate, provided that the Portfolio may invest in
securities issued by companies which invest in real estate or interests
therein.

(j) Make loans to other persons, provided that for purposes of this
restriction, entering into repurchase agreements, acquiring corporate debt
securities and investing in U.S. Government obligations, short-term
commercial paper, certificates of deposit and bankers' acceptances shall
not be deemed to be the making of a loan.

(k) Invest in commodities; commodity contracts other than foreign currency
forward contracts; or oil, gas and other mineral resource, lease, or
arbitrage transactions.

(l) Write, purchase or sell options or puts, calls, straddles, spreads, or
combinations thereof.

(m) Underwrite securities issued by other persons except to the extent that, in
connection with the disposition of its portfolio investments, it may be
deemed to be an underwriter under U.S. securities laws.

(n) Invest in warrants, valued at the lower of cost or market, more than 5% of
the value of the Portfolio's net assets (included within that amount, but
not to exceed 2% of the value of the Portfolio's net assets, may be
warrants which are not listed on the New York or American Stock Exchange.
(Warrants acquired by the Portfolio in units or attached to securities may
be deemed to be without value.)

(o) As a non-fundamental policy, invest in or hold securities of any issuer if
officers or Trustees of the Company or SCMI individually owning more than
0.5% of the securities of such issuer together own more than 5% of the
securities of such issuer.

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<PAGE>

MANAGEMENT

OFFICERS AND TRUSTEES

The following information relates to the principal occupations of each Trustee
and executive officer of the Trust during the past five years and shows the
nature of any affiliation with SCMI. Each of these individuals currently serves
in the same capacity for Core Trust.

PETER E. GUERNSEY, Oyster Bay, New York - a Trustee of the Trust - Insurance
Consultant since August 1986; prior thereto Senior Vice President, Marsh &
McLennan, Inc., insurance brokers.

RALPH E. HANSMANN, 40 Wall Street, New York, New York - a Trustee of the Trust -
Private investor; Director, First Eagle Fund of America, Inc.; Director, Verde
Exploration, Ltd.; Trustee Emeritus, Institute for Advanced Study; Trustee and
Treasurer, New York Public Library; Life Trustee, Hamilton College.

JOHN I. HOWELL, 7 Riverside Road, Greenwich, Connecticut - a Trustee of the
Trust - Private Consultant since February 1987; Director, American International
Group, Inc.; Director, American International Life Assurance Company of New
York.

LAURA E. LUCKYN-MALONE(a) (b) (c), 787 Seventh Avenue, New York, New York -
President and a Trustee of the Trust - Managing Director of SCMI since October
1995; Director of SWIS since July 1995; prior thereto, Director and Senior Vice
President of SCMI since February 1990; Director and President, Schroder
Advisors.

CLARENCE F. MICHALIS, 44 East 64th Street, New York, New York - a Trustee of the
Trust - Chairman of the Board of Directors, Josiah Macy, Jr. Foundation
(charitable foundation).

HERMANN C. SCHWAB, 787 Seventh Avenue, New York, New York - Chairman (Honorary)
and a Trustee of the Trust - retired since March, 1988; prior thereto,
consultant to SCMI since February 1, 1984.

MARK J. SMITH(a) (b), 33 Gutter Lane, London, England - a Vice President and a
Trustee of the Trust - First Vice President of SCMI since April 1990; Director
and Vice President, Schroder Advisors.

ROBERT G. DAVY, 787 Seventh Avenue, New York, New York - a Vice-President of the
Trust - Director of SCMI and Schroder Capital Management International Ltd.
since 1994; First Vice President of SCMI since July, 1992; prior thereto,
employed by various affiliates of Schroders plc in various positions in the
investment research and portfolio management areas since 1986.

RICHARD R. FOULKES, 787 Seventh Avenue, New York, New York - a Vice President of
the Trust; Deputy Chairman of SCMI since October 1995; Director of SCMI since
1979, Director of Schroder Capital Management International Ltd. since 1989, and
Executive Vice President of both of these entities.

JOHN Y. KEFFER, 2 Portland Square, Portland, Maine - a Vice President of the
Trust. President of Forum Financial Services, Inc., the Fund's sub-
administrator, and Forum Financial Corp., the Fund's transfer and dividend
disbursing agent and fund accountant.

JANE P. LUCAS, (c) 787 Seventh Avenue, New York, New York - Vice President of
the Trust - Director and Senior Vice President SCMI; Director of SWIS since
September 1995; Assistant Director Schroder Investment Management Ltd. since
June 1991.

CATHERINE A. MAZZA, 787 Seventh Avenue, New York, New York - a Vice President of
the Trust - Senior Vice President Schroder Advisors since December 1995; Vice
President of SCMI since October 1994; prior thereto, held various marketing
positions at Alliance Capital, an investment adviser, since July 1985.

-7-
<PAGE>

FARIBA TALEBI, 787 Seventh Avenue, New York, New York - a Vice President of the
Trust - First Vice President of SCMI since April 1993, employed in various
positions in the investment research and portfolio management areas since 1987.

JOHN A. TROIANO(b), 787 Seventh Avenue, New York, New York - a Vice President of
the Trust - Managing Director of SCMI since October 1995; Director of Schroder
Advisors since October 1992, Director and Senior Vice President of SCMI since
1991; prior thereto, employed by various affiliates of SCMI in various positions
in the investment research and portfolio management areas since 1981.

IRA L. UNSCHULD, 787 Seventh Avenue, New York, New York - a Vice President of
the Trust - a Vice President of SCMI since April, 1993 and an Associate from
July, 1990 to April, 1993; prior to July, 1990, employed by various financial
institutions as a securities or financial analyst.

ROBERT JACKOWITZ(b) (c), 787 Seventh Avenue, New York, New York - Treasurer of
the Trust - Vice President of SWIS since September 1995; Treasurer of SWIS and
Schroder Advisers since July 1995; Vice President of SCMI since June 1995; and
Assistant Treasurer of Schroders Incorporated since January 1993.

MARGARET H. DOUGLAS-HAMILTON(b) (c), 787 Seventh Avenue, New York, New York -
Secretary of the Trust - Secretary of SWIS since July 1995; Secretary of
Schroder Advisers since April 1990; First Vice President and General Counsel of
Schroders Incorporated(b) since May 1987; prior thereto, partner of Sullivan &
Worcester, a law firm.

DAVID I. GOLDSTEIN, 2 Portland Square, Portland, Maine - Assistant Treasurer and
Assistant Secretary of the Trust - Counsel, Forum Financial Services, Inc. Since
1991; prior thereto, associate at Kirkpatrick & Lockhart, Washington, D.C.

THOMAS G. SHEEHAN, 2 Portland Square, Portland, Maine - Assistant Treasurer and
Assistant Secretary of the Trust - Counsel, Forum Financial Services, Inc. since
1993; prior thereto, Special Counsel, U.S. Securities and Exchange Commission,
Division of Investment Management, Washington, D.C.

BARBARA GOTTLIEB(c), 787 Seventh Avenue, New York, New York - Assistant
Secretary of the Trust - Assistant Vice President of SWIS since July 1995 prior
thereto held various positions with SWIS affiliates.

GERARDO MACHADO, 787 Seventh Avenue, New York, New York - Assistant Secretary of
the Trust - Associate, SCMI.

(a) Interested Trustee of the Trust within the meaning of the 1940 Act.

(b) Schroder Fund Advisors, Inc. ("Schroder Advisors") is a wholly-owned
subsidiary of SCMI, which is a wholly-owned subsidiary of Schroders
Incorporated, which in turn is an indirect, wholly-owned U.S. subsidiary of
Schroders plc.

(c) Schroder Wertheim Investment Services, Inc. ("SWIS") is a wholly-owned
subsidiary of Schroder Wertheim Holdings Incorporated which is a wholly-owned
subsidiary of Schroders, Incorporated, which in turn is an indirect wholly-owned
U.S. subsidiary of Schroders plc.

Officers and Trustees who are interested persons of the Trust receive no salary,
fees or compensation from the Fund. Independent Trustees of the Trust receive
an annual fee of $1,000 and a fee of $250 for each meeting of the Board attended
by them except in the case of Mr. Schwab, who receives an annual fee of $1,500
and a fee of $500 for each meeting attended. The Fund has no bonus, profit
sharing, pension or retirement plans.

The following table provides the fees paid to each Trustee of the Trust for the
fiscal year ended October 31, 1995.

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<PAGE>

Name of Trustee Aggregate Pension or Estimated Annual Total
Compensation Retirement Benefits Upon Compensation
From Trust Benefits Accrued Retirement From Trust And
As Part of Trust Fund Complex
Expenses Paid To Trustees
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mr. Guernsey $4,000 $0 $0 $4000
Mr. Hansmann 3,500 0 0 3,500
Mr. Howell 4,000 0 0 4,000
Ms. Luckyn-Malone 0 0 0 0
Mr. Michalis 3,000 0 0 3,000
Mr. Schwab 7,000 0 0 7,000
Mr. Smith 0 0 0 0

</TABLE>

As of April ___, 1996 the officers and Trustees of the Trust owned, in the
aggregate, less than 1% of the Fund's outstanding shares.

Although the Trust is a Delaware business trust, certain of its Trustees or
officers are residents of the United Kingdom and substantially all of their
assets may be located outside of the U.S. As a result it may be difficult for
U.S. investors to effect service upon such persons within the U.S., or to
realize judgments of courts of the U.S. predicated upon civil liabilities of
such persons under the Federal securities laws of the U.S. The Trust has been
advised that there is substantial doubt as to the enforceability in the United
Kingdom of such civil remedies and criminal penalties as are afforded by the
Federal securities laws of the U.S. Also it is unclear if extradition treaties
now in effect between the U.S. and the United Kingdom would subject such persons
to effective enforcement of the criminal penalties of such acts.

INVESTMENT ADVISER

SCMI, 787 Seventh Avenue, New York, New York, 10019, serves as Adviser to the
Portfolio pursuant to an Investment Advisory Contract dated August 1, 1989.
SCMI is a wholly-owned U.S. subsidiary of Schroders Incorporated, the wholly-
owned U.S. holding company subsidiary of Schroders plc. Schroders plc is the
holding company parent of a large worldwide group of banks and financial service
companies (referred to as the "Schroder Group"), with associated companies and
branch and representative offices located in seventeen countries worldwide. The
Schroder Group specializes in providing investment management services, with
Group funds under management currently in excess of $100 billion.

Pursuant to the Investment Advisory Contract, SCMI is responsible for managing
the investment and reinvestment of the assets included in the Fund and for
continuously reviewing, supervising and administering the Fund's investments.
In this regard, it is the responsibility of SCMI to make decisions relating to
the Fund's investments and to place purchase and sale orders regarding such
investments with brokers or dealers selected by it in its discretion. SCMI also
furnishes to the Board of Trustees, which has overall responsibility for the
business and affairs of the Trust, periodic reports on the investment
performance of the Fund.

Under the terms of the Investment Advisory Contract, SCMI is required to manage
the Fund's investment portfolio in accordance with applicable laws and
regulations. In making its investment decisions, SCMI does not use material
information that may be in its possession or in the possession of its
affiliates.

The Investment Advisory Contract will continue in effect provided such
continuance is approved annually (i) by the holders of a majority of the
outstanding voting securities of the Fund or by the Board and (ii) by a majority
of the Trustees who are not parties to such Contract or "interested persons" (as
defined in the 1940 Act) of any such party. The Investment Advisory Contract
may be terminated without penalty by vote of the Trustees or the shareholders of
the Fund on 60 days' written notice to the Adviser, or by the Adviser on 60
days' written notice to the Trust and it will terminate automatically if
assigned. The Investment Advisory Contract also provides that, with respect to
the

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<PAGE>

Fund, neither SCMI nor its personnel shall be liable for any error of judgment
or mistake of law or for any act or omission in the performance of its or their
duties to the Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of the SCMI's or their duties or by reason of
reckless disregard of its or their obligations and duties under the Investment
Advisory Contract.

For its services, the Fund pays SCMI a fee of 0.85% of its average daily net
assets.

The Fund currently invests all of its assets in the Portfolio. SCMI will not
receive an investment advisory fee with respect to the Fund so long as the Fund
remains completely invested in the Portfolio or any other investment company.
The Fund may withdraw its investment from the Portfolio at any time if the Board
determines that it is in the best interests of the Fund and its shareholders to
do so. Accordingly, the Fund retains SCMI as its investment adviser to manage
the Fund's assets in the event the Fund so withdraws its investment.

The investment advisory contract between Core Trust and SCMI with respect to the
Portfolio is the same in all material respects as the Fund's Investment Advisory
Contract except as to the parties, the circumstances under which fees will be
paid, the jurisdiction whose laws govern the agreement and fees payable
thereunder. For its investment advisory services under the Investment Advisory
Contract with respect to the Portfolio, SCMI receives an advisory fee of 0.85%
of the Portfolio's average daily net assets.

ADMINISTRATIVE SERVICES

On behalf of the Fund, the Trust has entered into an Administrative Services
Contract with Schroder Fund Advisors Inc. ("Schroder Advisors"), 787 Seventh
Avenue, New York, New York 10019. The Trust and Schroder Advisors have entered
into a Sub-Administration Agreement with Forum Financial Services, Inc.
("Forum"). Pursuant to their agreements, Schroder Advisors and Forum provide
certain management and administrative services necessary for the Fund's
operations, other than the investment management and administrative services
provided to the Fund by SCMI pursuant to the Investment Advisory Contract,
including among other things, (i) preparation of shareholder reports and
communications, (ii) regulatory compliance, such as reports to and filings with
the Securities and Exchange Commission and state securities commissions, and
(iii) general supervision of the operation of the Fund, including coordination
of the services performed by the Fund's investment adviser, transfer agent,
custodian, independent accountants, legal counsel and others. Schroder Advisors
is a wholly-owned subsidiary of SCMI, and is a registered broker-dealer
organized to act as administrator and distributor of mutual funds. Effective
July 5, 1995, Schroder Advisors changed its name from Schroder Capital
Distributors Inc.

For these services, Schroder Advisors receives from the Fund a fee, payable
monthly, at the annual rate of 0.20% of the Fund's average daily net assets.
Payment for Forum's services is made by Schroder Advisors and is not a separate
expense of the Fund.

The Administrative Services Contract and Sub-Administration Agreement are
terminable with respect to the Fund without penalty, at any time, by vote of a
majority of the Trustees who are not "interested persons" of the Trust and who
have no direct or indirect financial interest in the operation of the Fund's
Distribution Plan or in the Administrative Services Contract or Sub-
Administration Agreement, upon not more than 60 days' written notice to Schroder
Advisors or Forum, as appropriate, or by vote of the holders of a majority of
the shares of the Fund, or, upon 60 days' notice, by Schroder Advisors or Forum.
The Administrative Services Contract will terminate automatically in the event
of its assignment.

The Sub-Administration Agreement is terminable with respect to the Fund without
penalty, at any time, by the Board, Schroder Advisors and the Adviser upon 60
days' written notice to Forum or by Forum upon 60 days' written notice to the
Fund and Schroder Advisors, and the Adviser, as appropriate.

Schroder Advisors and Forum provide similar services to the Portfolio pursuant
to administrative services agreements between Core Trust and each of these
entities, for which Schroder Advisors is separately compensated at an annual
rate of 0.15% of the average daily net assets of the Portfolio, a portion of
which Forum receives for its services with respect to the Portfolio. The fees
paid by the Fund to SCMI and Schroder Advisors therefore may

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<PAGE>

equal up to 0.35% of the Fund's average daily net assets. The administrative
services agreements are the same in all material respects as the Fund's
respective agreements except as to the parties, the circumstances under which
fees will be paid, the fees payable thereunder and the jurisdiction whose laws
govern the agreement.

DISTRIBUTION OF FUND SHARES

Under a Distribution Plan (the "Plan") adopted by the Fund, the Trust will pay
directly or will reimburse the Adviser or a broker-dealer registered under the
Securities Exchange Act of 1934 (the Adviser or such registered broker-dealer,
if so designated, to be a "Distributor" of the Fund shares) monthly (subject to
a limit of 0.50% per annum of the Fund's average daily net assets) for the sum
of (a) advertising expenses including advertising by radio, television,
newspapers, magazines, brochures, sales literature or direct mail, (b) costs of
printing prospectuses and other materials to be given or sent to prospective
investors, (c) expenses of sales employees or agents of the Distributor,
including salary, commissions, travel and related expenses in connection with
the distribution of Fund shares, and (d) payments to broker-dealers (other than
the Distributor) or other organizations (other than banks) for services rendered
in the distribution of the Fund's shares, including payments in amounts based on
the average daily value of Fund shares owned by shareholders in respect of which
the broker-dealer or organization has a distributing relationship. The Fund
will make no payments or reimbursements under the Distribution Plan until the
Board specifically further so authorizes. The Fund will not be liable for
distribution expenditures made by the Distributor in any given year in excess of
the maximum amount (0.50% per annum of the Fund's average daily net assets)
payable under the Plan in that year. Salary expense of salesmen who are
responsible for marketing shares of the Fund may be allocated to various
portfolios of the Trust that have adopted a Plan similar to that of the Fund on
the basis of average net assets; travel expense is allocated to, or divided
among, the particular portfolios of the Trust for which it is incurred. The
Board of Trustees has concluded that there is a reasonable likelihood that the
Plan will benefit the Fund and its shareholders.

The Plan provides that it may not be amended to increase materially the costs
which the Fund may bear pursuant to the Plan without shareholder approval and
that other material amendments of the Plan must be approved by the Board, and by
the Trustees who are neither "interested persons" (as defined in the 1940 Act)
of the Trust nor have any direct or indirect financial interest in the operation
of the Plan or in any related agreement, by vote cast in person at a meeting
called for the purpose of considering such amendments. The selection and
nomination of the Trustees of the Trust has been committed to the discretion of
the Trustees who are not "interested persons" of the Trust. The Plan has been
approved, and is subject to annual approval, by the Board and by the Trustees
who are neither "interested persons" nor have any direct or indirect financial
interest in the operation of the Plan, by vote cast in person at a meeting
called for the purpose of voting on the Plan. The Fund has no intention of
implementing the Distribution Plan with respect to institutional investors, and
in any event will make no payments under the Distribution Plan until the Board
specifically further so authorizes. The Plan is terminable with respect to the
Fund at any time by a vote of a majority of the Trustees who are not "interested
persons" of the Trust and who have no direct or indirect financial interest in
the operation of the Plan or by vote of the holders of a majority of the shares
of the Fund.

Schroder Advisors acts as Distributor of the Fund's shares.

SERVICE ORGANIZATIONS

The Fund may also contracts with banks, trust companies, broker-dealers or other
financial organizations ("Service Organizations") to provide certain
administrative services for the Fund. The Fund may pay fees to Service
Organizations (which vary depending upon the services provided) in amounts up to
an annual rate of 0.25% of the daily net asset value of the Fund's shares owned
by shareholders with whom the Service Organization has a servicing relationship.
Services provided by Service Organization may include, among other things:
providing necessary personnel and facilities to establish and maintain certain
shareholder accounts and records; assisting in processing purchase and
redemption transactions; arranging for the wiring of funds; transmitting and
receiving funds in connection with client orders to purchase or redeem shares;
verifying and guaranteeing client signatures in connection with redemption
orders, transfers among and changes in client-designated accounts; providing
periodic statements showing a client's account balances and, to the extent

-11-
<PAGE>

practicable, integrating such information with other client transactions;
furnishing periodic and annual statements and confirmations of all purchases and
redemption's of shares in a client's account; transmitting proxy statements,
annual reports, and updating prospectuses and other communications from the Fund
to clients; and such other services as the Fund or a client reasonably may
request, to the extent permitted by applicable statute, rule or regulation.
Neither SCMI nor Schroder Advisors will be a Service Organization or receive
fees for servicing. The Fund will make no such payments to service
organizations until the Board specifically further so authorizes.

Some Service Organizations may impose additional or different conditions on
their clients, such as requiring their clients to invest more than the minimum
initial or subsequent investments specified by the Fund or charging a direct fee
for servicing. If imposed, these fees would be in addition to any amounts which
might be paid to the Service Organization by the Fund. Each Service
Organization has agreed to transmit to its clients a schedule of any such fees.
Shareholders using Service Organizations are urged to consult them regarding any
such fees or conditions.

The Glass-Steagall Act and other applicable laws provide that banks may not
engage in the business of underwriting, selling or distributing securities.
There currently is no precedent prohibiting banks from performing administrative
and shareholder servicing functions as Service Organizations. However, judicial
or administrative decisions or interpretations of such laws, as well as changes
in either federal or state statutes or regulations relating to the permissible
activities of banks and their subsidiaries or affiliates, could prevent a bank
service organization from continuing to perform all or a part of its servicing
activities. If a bank were prohibited from so acting, its shareholder clients
would be permitted to remain shareholders of the Fund and alternative means for
continuing the servicing of such shareholders would be sought. In that event,
changes in the operation of the Fund might occur and a shareholder serviced by
such a bank might no longer be able to avail itself of any services then being
provided by the bank. It is not expected that shareholders would suffer any
adverse financial consequences as a result of any of these occurrences.

PORTFOLIO ACCOUNTING

Forum Financial Corp. ("FFC"), an affiliate of Forum, performs portfolio
accounting services for the Fund pursuant to a Fund Accounting Agreement with
the Trust. The Fund Accounting Agreement will continue in effect only if such
continuance is specifically approved at least annually by the Board of Trustees
or by a vote of the shareholders of the Trust and in either case by a majority
of the Trustees who are not parties to the Fund Accounting Agreement or
interested persons of any such party, at a meeting called for the purpose of
voting on the Fund Accounting Agreement.

Under its agreement, FFC prepares and maintains books and records of the Fund on
behalf of the Trust that are required to be maintained under the 1940 Act,
calculates the net asset value per share of the Fund and dividends and capital
gain distributions and prepares periodic reports to shareholders and the
Securities and Exchange Commission. For its services, FFC receives from the
Trust with respect to the Fund a fee of $36,000 per year plus, for each class of
the Fund above one, $12,000 per year. FFC is paid an additional $24,000 per
year with respect to global and international funds. In addition, FFC is paid
an additional $12,000 per year with respect to tax-free money market funds and
funds with more than 25% of their total assets invested in asset backed
securities, that have more than 100 security positions or that have a monthly
portfolio turnover rate of 10% or greater.

FFC is required to use its best judgment and efforts in rendering fund
accounting services and is not be liable to the Trust for any action or inaction
in the absence of bad faith, willful misconduct or gross negligence. FFC is not
responsible or liable for any failure or delay in performance of its fund
accounting obligations arising out of or caused, directly or indirectly, by
circumstances beyond its reasonable control and the Trust has agreed to
indemnify and hold harmless FFC, its employees, agents, officers and directors
against and from any and all claims, demands, actions, suits, judgments,
liabilities, losses, damages, costs, charges, counsel fees and other expenses of
every nature and character arising out of or in any way related to FFC's actions
taken or failures to act with respect to a Fund or based, if applicable, upon
information, instructions or requests with respect to a Fund given or made to
FFC by an officer of the Trust duly authorized. This indemnification does not
apply to FFC's actions taken or failures to act in cases of FFC's own bad faith,
willful misconduct or gross negligence.

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<PAGE>

FEES AND EXPENSES

As compensation for the advisory, administrative and management services
rendered to the Fund, SCMI and Schroder Advisors each earn (before waivers)
monthly fees at the following annual rates:

Fee Rate

Portion of average daily value Advisory Administrative
of the Fund's net assets Fee Fee
------------------------ --- ---
100% 0.85% 0.35%

SCMI and Schroder Advisors have voluntarily undertaken to assume certain
expenses of the Fund. This undertaking is designed to place a maximum limit on
Fund expenses (including all fees to be paid to SCMI and Schroder Advisors but
excluding taxes, interest, brokerage commissions and other portfolio transaction
expenses and extraordinary expenses) of 0.99% of the Fund's daily net assets.
This expense limitation will apply for the Fund's first year of operations, and
may be withdrawn by a majority vote of the disinterested Trustees. If expense
reimbursements are required, they will be made on a monthly basis. SCMI will
reimburse the Fund for four-fifths of the amount required and Schroder Advisors,
the remaining one-fifth; provided, however, that neither SCMI nor Schroder
Advisors nor will be required to make any reimbursements in excess of the fees
paid to them by the Fund on a monthly basis for their respective administrative
and advisory services. This undertaking to reimburse expenses supplements any
applicable state expense limitation.

Certain of the states in which the shares of the Fund are qualified for sale
impose limitations on the expenses of the Fund. If, in any fiscal year, the
total expenses of the Fund (excluding taxes, interest, expenses under the Plan,
brokerage commissions and other portfolio transaction expenses, other
expenditures which are capitalized in accordance with generally accepted
accounting principles and extraordinary expenses, but including the advisory and
administrative fees) exceed the expense limitations applicable to the Fund
imposed by the securities regulations of any state, SCMI will reimburse the Fund
for four-fifths of the excess, and Schroder Advisors, the remaining one-fifth of
the excess.

Except for the expenses paid by SCMI or Schroder Advisors, the Fund bears all
costs of its operations.

PORTFOLIO TRANSACTIONS

INVESTMENT DECISIONS

Investment decisions for the Fund and for the other investment advisory clients
of SCMI are made with a view to achieving their respective investment
objectives. Investment decisions are the product of many factors in addition to
basic suitability for the particular client involved. Thus, a particular
security may be bought or sold for certain clients even though it could have
been bought or sold for other clients at the same time. Likewise, a particular
security may be bought for one or more clients when one or more clients are
selling the security. In some instances, one client may sell a particular
security to another client. It also sometimes happens that two or more clients
simultaneously purchase or sell the same security, in which event each day's
transactions in such security are, insofar as is possible, averaged as to price
and allocated between such clients in a manner which in SCMI's opinion is
equitable to each and in accordance with the amount being purchased or sold by
each. There may be circumstances when purchases or sales of portfolio
securities for one or more clients will have an adverse effect on other clients.

BROKERAGE AND RESEARCH SERVICES

Transactions on U.S. stock exchanges and other agency transactions involve the
payment by the Fund of negotiated brokerage commissions. Such commissions vary
among different brokers. Also, a particular broker may charge different
commissions according to such factors as the difficulty and size of the
transaction. Transactions in foreign securities generally involve the payment
of fixed brokerage commissions, which are generally higher than those in

-13-
<PAGE>

the United States. Since most brokerage transactions for the Fund will be
placed with foreign broker-dealers, certain portfolio transaction costs for the
Fund may be higher than fees for similar transactions executed on U.S.
securities exchanges. There is generally no stated commission in the case of
securities traded in the over-the-counter markets, but the price paid by the
Fund usually includes an undisclosed dealer commission or mark-up. In
underwritten offerings, the price paid by the Fund includes a disclosed, fixed
commission or discount retained by the underwriter or dealer.

The Investment Advisory Contract authorizes and directs SCMI to place orders for
the purchase and sale of the Fund's investments with brokers or dealers selected
by SCMI in its discretion and to seek "best execution" of such portfolio
transactions. SCMI places all such orders for the purchase and sale of
portfolio securities and buys and sells securities for the Fund through a
substantial number of brokers and dealers. In so doing, SCMI uses its best
efforts to obtain for the Fund the most favorable price and execution available.
The Fund may, however, pay higher than the lowest available commission rates
when SCMI believes it is reasonable to do so in light of the value of the
brokerage and research services provided by the broker effecting the
transaction. In seeking the most favorable price and execution, SCMI, having in
mind the Fund's best interests, considers all factors it deems relevant,
including, by way of illustration, price, the size of the transaction, the
nature of the market for the security, the amount of the commission, the timing
of the transaction taking into account market prices and trends, the reputation,
experience and financial stability of the broker-dealers involved and the
quality of service rendered by the broker-dealers in other transactions.

It has for many years been a common practice in the investment advisory business
as conducted in certain countries, including the United States, for advisers of
investment companies and other institutional investors to receive research
services from broker-dealers which execute portfolio transactions for the
clients of such advisers. Consistent with this practice, SCMI may receive
research services from broker-dealers with which SCMI places the Fund's
portfolio transactions. These services, which in some cases may also be
purchased for cash, include such items as general economic and security market
reviews, industry and company reviews, evaluations of securities and
recommendations as to the purchase and sale of securities. Some of these
services are of value to SCMI in advising various of its clients (including the
Fund), although not all of these services are necessarily useful and of value in
managing the Fund. The management fee paid by the Fund is not reduced because
SCMI and its affiliates receive such services.

As permitted by Section 28(e) of the Securities Exchange Act of 1934 (the
"Act"), SCMI may cause the Fund to pay a broker-dealer which provides "brokerage
and research services" (as defined in the Act) to SCMI an amount of disclosed
commission for effecting a securities transaction for the Fund in excess of the
commission which another broker-dealer would have charged for effecting that
transaction.

Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. and subject to seeking the most favorable price and
execution available and such other policies as the Trustees may determine, SCMI
may consider sales of shares of the Fund as a factor in the selection of broker-
dealers to execute portfolio transactions for the Fund.

Subject to the general policies regarding allocation of portfolio brokerage as
set forth above, the Board of Trustees of the Trust has authorized SCMI to
employ Schroder Securities Limited and its affiliates (collectively, "Schroder
Securities"), which are affiliated with SCMI, to effect securities transactions
of the Fund on various foreign securities exchanges on which Schroder Securities
has trading privileges, provided certain other conditions are satisfied as
described below.

Payment of brokerage commissions to Schroder Securities for effecting such
transactions is subject to Section 17(e) of the 1940 Act, which requires, among
other things, that commissions for transactions on securities exchanges paid by
a registered investment company to a broker which is an affiliated person of
such investment company or an affiliated person of another person so affiliated
not exceed the usual and customary broker's commissions for such transactions.
It is the Fund's policy that commissions paid to Schroder Securities will in the
judgment of the officers of SCMI responsible for making portfolio decisions and
selecting brokers, be (i) at least as favorable as commissions contemporaneously
charged by Schroder Securities on comparable transactions for its most favored

-14-
<PAGE>

unaffiliated customers and (ii) at least as favorable as those which would be
charged on comparable transactions by other qualified brokers having comparable
execution capability. The Board of Trustees of the Trust, including a majority
of the non-interested Trustees, has adopted procedures pursuant to Rule 17e-1
promulgated by the Securities and Exchange Commission under Section 17(e) to
ensure that commissions paid to Schroder Securities by the Fund satisfy the
foregoing standards. The Board will review all transactions at least quarterly
for compliance with these procedures.

The Fund has no understanding or arrangement to direct any specific portion of
its brokerage to Schroder Securities and will not direct brokerage to Schroder
Securities in recognition of research services.

The annual portfolio turnover rate of the Fund may exceed 50% but will not
ordinarily exceed 100%.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Detailed information pertaining to the purchase of shares of the Fund,
redemption of shares and the determination of the net asset value of Fund shares
is set forth in the Prospectus under "Investment in the Fund".

REDEMPTION IN KIND

In the event that payment for redeemed shares is made wholly or partly in
portfolio securities, brokerage costs may be incurred by the shareholder in
converting the securities to cash. An in kind distribution of portfolio
securities will be less liquid than cash. The shareholder may have difficulty
in finding a buyer for portfolio securities received in payment for redeemed
shares. Portfolio securities may decline in value between the time of receipt
by the shareholder and conversion to cash. A redemption in kind of the Fund's
portfolio securities could result in a less diversified portfolio of investments
for the Fund and could affect adversely the liquidity of the Fund's portfolio.

TAXATION

The Fund intends to continue to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). To
qualify as a regulated investment company the Fund intends to distribute to
shareholders at least 90% of its net investment income (which includes, among
other items, dividends, interest and the excess of any net short-term capital
gains over net long-term capital losses), and to meet certain diversification of
assets, source of income, and other requirements of the Code. By so doing, the
Fund will not be subject to Federal income tax on its net investment income and
net realized capital gains (the excess of net long-term capital gains over net
short-term capital losses) distributed to shareholders. If the Fund does not
meet all of these Code requirements, it will be taxed as an ordinary
corporation, and its distributions will be taxable to shareholders as ordinary
income.

Amounts not distributed on a timely basis in accordance with a calendar year
distribution requirement are subject to a 4% nondeductible excise tax. To
prevent imposition of the excise tax, the Fund must distribute for each calendar
year an amount equal to the sum of (1) at least 98% its ordinary income
(excluding any capital gains or losses) for the calendar year, (2) at least 98%
of the excess of its capital gains over capital losses realized during the one-
year period ending October 31, of such year, and (3) all such ordinary income
and capital gains for previous years that were not distributed during such
years. A distribution will be treated as paid during the calendar year if it is
declared by the Fund in October, November or December of the year with a record
date in such month and paid by the Fund during January of the following year.
Such distributions will be taxable to shareholders in the calendar year in which
the distributions are declared, rather than the calendar year in which the
distributions are received.

Under the Code, gains or losses attributable to fluctuations in exchange rates
which occur between the time the Fund accrues interest or other receivable or
accrues expenses or other liabilities denominated in a foreign currency and the
time the Fund actually collects such receivable or pays such liabilities
generally are treated as ordinary income or ordinary loss. Similarly, gains or
losses on disposition of debt securities denominated in a foreign currency
attributable to fluctuations in the value of the foreign currency between the
date of acquisition of the security and the date of disposition as well as gains
or losses from certain

-15-
<PAGE>

foreign currency transactions and options on certain foreign currency
transactions, generally are treated as ordinary gain or loss. These gains or
losses, referred to under the Code as "Section 988" gains or losses, may
increase or decrease the amount of the Fund's net investment income to be
distributed to its shareholders as ordinary income.

Generally, the hedging transactions undertaken by the Fund may be deemed
"straddles" for Federal income tax purposes. The straddle rules may affect the
character of gains (or losses) realized by the Fund. In addition, losses
realized by the Fund on positions that are part of a straddle may be deferred
under the straddle rules, rather than being taken into account in calculating
the taxable income for the taxable year in which the losses are realized.
Because only a few regulations implementing the straddle rules have been
promulgated, the tax consequences to the Fund of hedging transactions are not
entirely clear. The hedging transactions may increase the amount of short-term
capital gain realized by the Fund which is taxed as ordinary income when
distributed to shareholders.

The Fund may make one or more of the elections available under the Code which
are applicable to straddles. If the Fund makes any of the elections, the
amount, character and timing of the recognition of gains or losses from the
affected straddle positions will be determined under rules that vary according
to the election(s) made. The rules applicable under certain of the elections
may operate to accelerate the recognition of gains or losses from the affected
straddle positions.

Because application of the straddle rules may affect the character of gains or
losses, defer losses and/or accelerate the recognition of gains or losses from
the affected straddle positions, the amount which must be distributed to
shareholders and which will be taxed to shareholders as ordinary income or long-
term capital gain, may be increased or decreased as compared to a fund that did
not engage in such hedging transactions.

The requirements applicable to regulated investment companies such as the Fund
may limit the extent to which the Fund will be able to engage in transactions in
options and forward contracts.

Distributions of net investment income (including realized net short-term
capital gain) are taxable to shareholders as ordinary income. It is not
expected that such distributions will be eligible for the dividends received
deduction available to corporations.

Distributions of net long-term capital gain are taxable to shareholders as long-
term capital gain, regardless of the length of time the Fund shares have been
held by a shareholder, and are not eligible for the dividends received
deduction. A loss realized by a shareholder on the sale of shares of the Fund
with respect to which capital gain dividends have been paid will, to the extent
of such capital gain dividends, be treated as long-term capital loss although
such shares may have been held by the shareholder for one year or less.
Further, a loss realized on a disposition will be disallowed to the extent the
shares disposed of are replaced (whether by reinvestment or distributions or
otherwise) within a period of 61 days beginning 30 days before and ending 30
days after the shares are disposed of. In such a case, the basis of the shares
acquired will be adjusted to reflect the disallowed loss.

All distributions are taxable to the shareholder whether reinvested in
additional shares or received in cash. Shareholders receiving distributions in
the form of additional shares will have a cost basis for Federal income tax
purposes in each share received equal to the net asset value of a share of the
Fund on the reinvestment date. Shareholders will be notified annually as to the
Federal tax status of distributions.

Distributions by the Fund reduce the net asset value of the Fund's shares.
Should a distribution reduce the net asset value below a shareholder's cost
basis, such distribution nevertheless would be taxable to the shareholder as
ordinary income or capital gain as described above, even though, from an
investment standpoint, it may constitute a partial return of capital. In
particular, investors should be careful to consider the tax implications of
buying shares just prior to a distribution. The price of shares purchased at
that time includes the amount of the forthcoming distribution. Those purchasing
just prior to a distribution will receive a distribution which will nevertheless
be taxable to them.

Upon redemption or sale of his shares, a shareholder will realize a taxable gain
or loss depending upon his basis in his shares. Such gain or loss generally
will be treated as capital gain or loss if the shares are capital assets in the

-16-
<PAGE>

shareholder's hands. Such gain or loss generally will be long-term or short-
term depending upon the shareholder's holding period for the shares.

The Fund intends to minimize foreign income and withholding taxes by investing
in obligations the payments with respect to which will be subject to minimal or
no such taxes insofar as this objective is consistent with the Fund's income
objective. However, since the Fund may incur foreign taxes, it intends, if it
is eligible to do so, to elect under Section 853 of the Code to treat each
shareholder as having received an additional distribution from the Fund, in the
amount indicated in a notice furnished to him, as his pro rata portion of income
taxes paid to or withheld by foreign governments with respect to interest,
dividends and gain on the Fund's foreign portfolio investments. The shareholder
then may take the amount of such foreign taxes paid or withheld as a credit
against his Federal income tax, subject to certain limitations. If the
shareholder finds it more to his advantage to do so, he may, in the alternative,
deduct the foreign tax withheld as an itemized deduction, in computing his
taxable income. Each shareholder is referred to his tax adviser with respect to
the availability of the foreign tax credit.

The Fund will be required to report to the Internal Revenue Service (the "IRS")
all distributions as well as gross proceeds from the redemption of the Fund
shares, except in the case of certain exempt shareholders. All such
distributions and proceeds generally will be subject to withholding of Federal
income tax at a rate of 31% ("backup withholding") in the case of nonexempt
shareholders if (1) the shareholder fails to furnish the Fund with and to
certify the shareholder's correct taxpayer identification number or social
security number, (2) the IRS notifies the Fund that the shareholder has failed
to report properly certain interest and dividend income to the IRS and to
respond to notices to that effect, or (3) when required to do so, the
shareholder fails to certify that he is not subject to backup withholding. If
the withholding provisions are applicable, any such distributions or proceeds,
whether reinvested in additional shares or taken in cash, will be reduced by the
amount required to be withheld. Any amounts withheld may be credited against
the shareholder's Federal income tax liability. Investors may wish to consult
their tax advisers about the applicability of the backup withholding provisions.

The foregoing discussion relates only to Federal income tax law as applicable to
U.S. persons (i.e., U.S. citizens and residents and U.S. domestic corporations,
partnerships, trusts and estates). Distributions by the Fund also may be
subject to state and local taxes, and their treatment under state and local
income tax laws may differ from the Federal income tax treatment. Shareholders
should consult their tax advisors with respect to particular questions of
Federal, state and local taxation. Shareholders who are not U.S. persons should
consult their tax advisors regarding U.S. and foreign tax consequences of
ownership of shares of the Fund including the likelihood that distributions to
them would be subject to withholding of U.S. tax at a rate of 30% (or a lower
rate under a tax treaty).

OTHER INFORMATION

ORGANIZATION

The Trust was originally organized as a Maryland corporation on July 30, 1969.
On February 29, 1988, the Trust was recapitalized to enable the Board to
establish a series of separately managed investment portfolios, each having
different investment objectives and policies. At the time of the
recapitalization, the Trust's name was changed from "The Cheapside Dollar Fund
Limited" to "Schroder Capital Funds, Inc." On January 9, 1996, the Trust was
reorganized as a Delaware business trust. At that time, the Trust's name was
changed from "Schroder Capital Funds, Inc." to its present name. The Trust is
registered as an open-end management investment company under the Act.

Delaware law provides that shareholders shall be entitled to the same
limitations of personal liability extended to stockholders of private
corporations for profit. The securities regulators of some states, however,
have indicated that they and the courts in their state may decline to apply
Delaware law on this point. To guard against this risk, the Trust Instrument
contains an express disclaimer of shareholder liability for the debts,
liabilities, obligations, and expenses of the Trust. The Trust Instrument
provides for indemnification out of each series' property of any shareholder or
former shareholder held personally liable for the obligations of the series.
The Trust Instrument also provides that each series shall, upon request, assume
the defense of any claim made against any shareholder for any act or obligation
of the series and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial

-17-
<PAGE>

loss on account of shareholder liability is limited to circumstances in which
Delaware law does not apply (or no contractual limitation of liability was in
effect) and the portfolio is unable to meet its obligations. Forum believes
that, in view of the above, there is no risk of personal liability to
shareholders.

CAPITALIZATION AND VOTING

The Trust has an unlimited number of authorized shares of beneficial interest.
The Board may, without shareholder approval, divide the authorized shares into
an unlimited number of separate portfolios or series (such as the Fund) and may
divide portfolios or series into classes of shares, and the costs of doing so
will be borne by the Trust. The Trust currently consists of five separate
portfolios, each of which has separate investment objectives and policies, and
five classes, one of which pertains to the Fund.

The shares of the Trust are fully paid and nonassessable, and have no
preferences as to conversion, exchange, dividends, retirement or other features.
The shares have no preemptive rights. They have non-cumulative voting rights,
which means that the holders of more than 50% of the shares voting for the
election of Trustees can elect 100% of the Trustees if they choose to do so. A
shareholder is entitled to one vote for each full share held (and a fractional
vote for each fractional share held), then standing in his name on the books of
the Trust. Shares of each class would vote separately to approve investment
advisory agreements or changes in investment objectives and other fundamental
policies affecting the portfolio to which they pertain, but all classes would
vote together in the election of Trustees and ratification of the selection of
independent accountants. Shareholders of any particular class would not be
entitled to vote on any matters as to which such class were not affected.

The Trust will not hold annual meetings of shareholders. The matters considered
at an annual meeting typically include the reelection of Trustees, approval of
an investment advisory agreement, and the ratification of the selection of
independent accountants. These matters will not be submitted to shareholders
unless a meeting of shareholders is held for some other reason, such as those
indicated below. Each of the Trustees will serve until death, resignation or
removal. Vacancies will be filled by the remaining Trustees, subject to the
provisions of the 1940 Act requiring a meeting of shareholders for election of
Trustees to fill vacancies when less than a majority of Trustees then in office
have been elected by shareholders. Similarly, the selection of accountants and
renewal of investment advisory agreements for future years will be performed
annually by the Board. Future shareholder meetings will be held to elect
Trustees if required by the 1940 Act, to obtain shareholder approval of changes
in fundamental investment policies, to obtain shareholder approval of material
changes in investment advisory agreements, to select new accountants if the
employment of the Trust's accountants has been terminated, and to seek any other
shareholder approval required under the 1940 Act. The Board has the power to
call a meeting of shareholders at any time when it believes it is necessary or
appropriate. In addition, Trust Instrument provides that a special meeting of
shareholders may be called at any time for any purpose by the holders of at
least 10% of the outstanding shares entitled to be voted at such meeting.

In addition to the foregoing rights, the Trust Instrument provides that holders
of at least two-thirds of the outstanding shares of the Trust may remove any
person serving as a Trustee either by declaration in writing or at a meeting
called for such purpose. Further, the Board is required to call a shareholders
meeting for the purpose of considering the removal of one or more Trustees if
requested in writing to do so by the holders of not less than 10% of the
outstanding shares of the Trust. In addition, the Board is required to provide
certain assistance if requested in writing to do so by ten or more shareholders
of record (who have been such for at least six months), holding in the aggregate
the lesser of shares of the Trust having a total net asset value of at least
$25,000 or 1% of the outstanding shares of the Trust, for the purpose of
enabling such holders to communicate with other shareholders of the Trust with a
view to obtaining the requisite signatures to request a special meeting to
consider such removal.

-18-
<PAGE>

CUSTODY OF FUND ASSETS

The Chase Manhattan Bank, N.A., through its Global Custody Division located in
London, England, acts as custodian of the Fund's assets, but plays no role in
making decisions as to the purchase or sale of portfolio securities for the
Fund. Pursuant to rules adopted under the 1940 Act, the Fund may maintain its
foreign securities and cash in the custody of certain eligible foreign banks and
securities depositories. Selection of these foreign custodial institutions is
made by the Board of Trustees following a consideration of a number of factors,
including (but not limited to) the reliability and financial stability of the
institution; the ability of the institution to perform capably custodial
services for the Fund; the reputation of the institution in its national market;
the political and economic stability of the country in which the institution is
located; and further risks of potential nationalization or expropriation of Fund
assets.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Forum Financial Corp., Portland, Maine, serves as the Fund's Transfer and
Dividend Disbursing Agent.

PERFORMANCE INFORMATION

The Fund may, from time to time, include quotations of its average annual total
return in advertisement or reports to shareholders or prospective investors.

Quotations of average annual total return will be expressed in terms of the
average annual compounded rate of return of a hypothetical investment in the
Fund over periods of 1, 5 and 10 years, calculated pursuant to the following
formula:
n
P(1+T) =ERV

(where P = a hypothetical initial payment of $1,000, T = the average annual
total return, n= the number of years, and ERV = the ending redeemable value of a
hypothetical $1,000 payment made at the beginning of the period). All total
return figures will reflect the deduction of Fund expenses (net of certain
reimbursed expenses) on an annual basis, and will assume that all dividends and
distributions are reinvested when paid.

Quotations of total return will reflect only the performance of a hypothetical
investment in the Fund during the particular time period shown. Total return
for the Fund will vary based on changes in market conditions and the level of
the Fund's expenses, and no reported performance which may be expected in the
future.

-19-
<PAGE>

In connection with communicating total return to current or prospective
investors, the Fund also may compare these figures to the performance of other
mutual funds tracked by mutual fund rating services or to other unmanaged
indexes which may assume reinvestment of dividends but generally do not reflect
deductions for administrative and management costs.

Investors who purchase and redeem shares of the Fund through a customer account
maintained at a Service Organization may be charged one or more of the following
types of fees as agreed upon by the Services Organization and the investor, with
respect to the customer services provided by the Service Organization: account
fees (a fixed amount per month or per year); transaction fees (a fixed amount
per transaction processed); compensating balance requirements (a minimum dollar
amount a customer must maintain in order to obtain the services offered); or
account maintenance fees (a periodic charge based upon a percentage of the
assets in the account or of the dividends paid on these assets). Such fees will
have the effect of reducing the average annual total return of the Fund for
those investors.

COUNSEL

[LAW FIRM], 77 Water Street, New York, New York 10005, counsel to the Fund,
passes upon certain legal matters in connection with the shares offered by the
Fund.

INDEPENDENT ACCOUNTANTS

[ACCOUNTANT] L.L.P. ("ACCOUNTANT") serves as independent accountants for the
Fund. ACCOUNTANT provides audit services and consultation in connection with
review of U.S. Securities and Exchange Commission filings. ACCOUNTANT'S address
is One Post Office Square, Boston, Massachusetts 02109.

REGISTRATION STATEMENT

This SAI and the Prospectus do not contain all the information included in the
Fund's registration statement filed with the Securities and Exchange Commission
under the Securities Act of 1933 with respect to the securities offered hereby,
certain portions of which have been omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. The registration
statement, including the exhibits filed therewith, may be examined at the office
of the Securities and Exchange Commission in Washington, D.C.

Statements contained herein and in the Prospectus as to the contents of any
contract or other documents referred to are not necessarily complete, and, in
each instance, reference is made to the copy of such contract or other documents
filed as an exhibit to the registration statement, each such statement being
qualified in all respects by such reference.

FINANCIAL STATEMENTS

The audited Statement of Assets and Liabilities, Statement of Operations,
Statements of Changes in Net Assets, Statement of Investments, notes thereto,
and Financial Highlights of the Fund for the fiscal year ended October 31, 1995
and the Report of Independent Accountants thereon (included in the Annual Report
to shareholders), which are delivered along with this SAI, are incorporated
herein by reference.

-20-

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE EMERGING
MARKETS FUND FINANCIAL STATEMENTS DATED OCTOBER 31, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERNCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000019532
<NAME> SCHRODER CAPITAL FUNDS
<SERIES>
<NUMBER> 4
<NAME> EMERGING MARKETS FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-1-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 16604373
<INVESTMENTS-AT-VALUE> 17675501
<RECEIVABLES> 41079
<ASSETS-OTHER> 813994
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 18530574
<PAYABLE-FOR-SECURITIES> 22534
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 84784
<TOTAL-LIABILITIES> 107318
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 17481275
<SHARES-COMMON-STOCK> 1733324
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 31319
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (159533)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1070195
<NET-ASSETS> 18423256
<DIVIDEND-INCOME> 180324
<INTEREST-INCOME> 41227
<OTHER-INCOME> 0
<EXPENSES-NET> 171562
<NET-INVESTMENT-INCOME> 49989
<REALIZED-GAINS-CURRENT> (178203)
<APPREC-INCREASE-CURRENT> 1070195
<NET-CHANGE-FROM-OPS> 941981
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1733324
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 941981
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 107274
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 18469276
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .03
<PER-SHARE-GAIN-APPREC> .61
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.63
<EXPENSE-RATIO> 1.58
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
INTERNATIONAL EQUITY FUND FINANCIAL STATEMENTS DATED OCTOBER 31, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000019532
<NAME> SCHRODER CAPITAL FUNDS
<SERIES>
<NUMBER> 2
<NAME> INTERNATIONAL EQUITY FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-1-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 164976954
<INVESTMENTS-AT-VALUE> 206247928
<RECEIVABLES> 2253359
<ASSETS-OTHER> 0
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<TOTAL-ASSETS> 212733082
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<TOTAL-LIABILITIES> 403503
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<EXPENSES-NET> 1809092
<NET-INVESTMENT-INCOME> 1965002
<REALIZED-GAINS-CURRENT> 58061286
<APPREC-INCREASE-CURRENT> 59690024
<NET-CHANGE-FROM-OPS> 336264
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 54730616
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3833382
<NUMBER-OF-SHARES-REDEEMED> 15654701
<SHARES-REINVESTED> 370622
<NET-CHANGE-IN-ASSETS> (288174386)
<ACCUMULATED-NII-PRIOR> 3868320
<ACCUMULATED-GAINS-PRIOR> 11612334
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
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<GROSS-EXPENSE> 1809092
<AVERAGE-NET-ASSETS> 199095479
<PER-SHARE-NAV-BEGIN> 23.17
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<PER-SHARE-DIVIDEND> 2.54
<PER-SHARE-DISTRIBUTIONS> 2.54
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 20.91
<EXPENSE-RATIO> .91
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE LATIN
AMERICA FUND FINANCIAL STATEMENTS DATED OCTOBER 31, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000019532
<NAME> SCHRODER CAPITAL FUNDS
<SERIES>
<NUMBER> 5
<NAME> LATIN AMERICA FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-1-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 0
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<NET-INVESTMENT-INCOME> 0
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<DISTRIBUTIONS-OF-INCOME> 0
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<NUMBER-OF-SHARES-SOLD> 0
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<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM U.S.
EQUITY FUND FINANCIAL STATEMENT DATED OCTOBER 31,1995 AND IS QUALIFIED IN ITS
ENTIRETY.
</LEGEND>
<CIK> 0000019532
<NAME> SCHRODER CAPITAL FUNDS
<SERIES>
<NUMBER> 1
<NAME> U.S. EQUITY FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-1-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 14513467
<INVESTMENTS-AT-VALUE> 18872649
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<SHARES-COMMON-PRIOR> 2168602
<ACCUMULATED-NII-CURRENT> 118857
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<ACCUMULATED-NET-GAINS> 2560575
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4359182
<NET-ASSETS> 19687691
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<INTEREST-INCOME> 53153
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<EXPENSES-NET> 262821
<NET-INVESTMENT-INCOME> 147286
<REALIZED-GAINS-CURRENT> 2561493
<APPREC-INCREASE-CURRENT> 372019
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<DISTRIBUTIONS-OF-INCOME> 107944
<DISTRIBUTIONS-OF-GAINS> 993082
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<NUMBER-OF-SHARES-SOLD> 10529
<NUMBER-OF-SHARES-REDEEMED> 199081
<SHARES-REINVESTED> 1119548
<NET-CHANGE-IN-ASSETS> 1204888
<ACCUMULATED-NII-PRIOR> 79515
<ACCUMULATED-GAINS-PRIOR> 992164
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<GROSS-ADVISORY-FEES> 140988
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 262821
<AVERAGE-NET-ASSETS> 18798355
<PER-SHARE-NAV-BEGIN> 8.52
<PER-SHARE-NII> .07
<PER-SHARE-GAIN-APPREC> 1.33
<PER-SHARE-DIVIDEND> .51
<PER-SHARE-DISTRIBUTIONS> .51
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.41
<EXPENSE-RATIO> 1.4
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM U.S.
SMALLER COMPANY FUND DATED OCTOBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000019532
<NAME> SCHRODER CAPITAL FUNDS
<SERIES>
<NUMBER> 3
<NAME> U.S. SMALLER COMPANIES

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-1-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 11051416
<INVESTMENTS-AT-VALUE> 14728344
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<OTHER-ITEMS-LIABILITIES> 57021
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<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9687381
<SHARES-COMMON-STOCK> 1009563
<SHARES-COMMON-PRIOR> 1128037
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1922097
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3676928
<NET-ASSETS> 15287216
<DIVIDEND-INCOME> 112734
<INTEREST-INCOME> 56378
<OTHER-INCOME> 0
<EXPENSES-NET> 211455
<NET-INVESTMENT-INCOME> (42343)
<REALIZED-GAINS-CURRENT> 1960897
<APPREC-INCREASE-CURRENT> 2234952
<NET-CHANGE-FROM-OPS> 4153506
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<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 458547
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<NUMBER-OF-SHARES-SOLD> 169
<NUMBER-OF-SHARES-REDEEMED> 156000
<SHARES-REINVESTED> 37357
<NET-CHANGE-IN-ASSETS> 1963427
<ACCUMULATED-NII-PRIOR> (74317)
<ACCUMULATED-GAINS-PRIOR> 562545
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 71188
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<GROSS-EXPENSE> 211455
<AVERAGE-NET-ASSETS> 14237701
<PER-SHARE-NAV-BEGIN> 11.81
<PER-SHARE-NII> (.04)
<PER-SHARE-GAIN-APPREC> 3.78
<PER-SHARE-DIVIDEND> .41
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<PER-SHARE-NAV-END> 15.14
<EXPENSE-RATIO> 1.49
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>