SCHRODER CAPITAL FUNDS /DELAWARE/, 485APOS, 1997-02-14

SCHRODER CAPITAL FUNDS /DELAWARE/
485APOS, 1997-02-14

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<PAGE>

As filed with the Securities and Exchange Commission on February 14, 1997
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. 58

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 39

- --------------------------------------------------------------------------------
SCHRODER CAPITAL FUNDS (DELAWARE)
(FORMERLY SCHRODER CAPITAL FUNDS, INC.)
(Exact Name of Registrant as Specified in Charter)

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

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

Catherine S. Wooledge, 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

Alexandra Poe, Esq.
Schroder Capital Management International Inc.
787 Seventh Avenue, 34th Floor
New York, New York 10019

- --------------------------------------------------------------------------------
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)
- -----
X 60 days after filing pursuant to Rule 485, paragraph (a)(i)
- -----
on _________ pursuant to Rule 485, paragraph (a)(i)
- -----
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 pursuant to Rule 24f-2 under the
Investment Company Act of 1940. Accordingly, no fee is payable herewith.
Registrant filed a Rule 24f-2 Notice for its various portfolios with a October
31 fiscal year end on December 27, 1996.

<PAGE>

CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 404(c))

PART A
(Prospectus offering Advisor Shares of Schroder U.S. Equity Fund.)

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

1. Cover Page Cover Page

2. Synopsis Prospectus Summary

3. Condensed Financial Information Not Applicable

4. General Description of Investment Objective and Policies;
Registrant Additional Investment Policies and
Risk Considerations

5. Management of the Fund Management of the Fund - Board of
Trustees; Investment Adviser and
Portfolio Manager; Administrative
Services; Distribution Plan &
Shareholder Services Plan;
Expenses; Portfolio Transactions

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

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

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

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

9. Pending Legal Proceedings Not Applicable

<PAGE>

CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 404(c))

PART A
(All other Prospectuses)

Not Applicable in this Filing

<PAGE>

CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 404(c))

PART B

(SAI offering shares of Schroder U.S. Equity Fund)

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 History Other Information - Organization

13. Investment Objectives and Investment Policies; Investment
Policies Restrictions

14. Management of the Fund Management - Officers and Directors

15. Control Persons and Principal Not Applicable
Holders of Securities

16. Investment Advisory and Management - Investment Adviser;
Other Services Officers and Trustees;
Administrative Services;
Distribution of Fund Shares;
Service Organizations; Portfolio
Accounting; Fees and Expenses;
Portfolio Transactions - Investment
Decisions; Brokerage and Research
Services; Other Information -
Custodian; Transfer Agent and
Dividend Disbursing Agent; Legal
Counsel; Independent Accountants

17. Brokerage Allocation and Portfolio Transactions
Other Practices

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

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

20. Tax Status Taxation

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

22. Calculation of Performance Data Other Information - Performance
Information

23. Financial Statements Not Applicable

<PAGE>

CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 404(c))

PART B
(All other SAIs)

Not Applicable in this Filing

<PAGE>

SCHRODER U.S. EQUITY FUND

Advisor Shares

This fund seeks growth of capital by investing substantially all of its assets
in common stock and securities convertible into common stock. Income, while a
factor in portfolio selection, is secondary to the principal objective of growth
of capital.

PROSPECTUS
APRIL [ ], 1997

[MAP]

PLEASE CALL 1-800-290-9826 WITH QUESTIONS OR FOR FURTHER INFORMATION.

SCHRODER CAPITAL FUNDS (DELAWARE) IS A FAMILY OF OPEN-END INVESTMENT COMPANIES
COMMONLY KNOWN AS MUTUAL FUNDS. THE SHARES OF MUTUAL FUNDS ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FDIC, THE FEDERAL RESERVE SYSTEM OR ANY
OTHER GOVERNMENT AGENCY. THE SHARES ALSO ARE NOT OBLIGATIONS, DEPOSITS OR
ACCOUNTS OF, OR ENDORSED OR GUARANTEED BY, ANY BANK OR ITS AFFILIATES.

AN INVESTMENT IN SHARES OF ANY MUTUAL FUND IS SUBJECT TO INVESTMENT RISK,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

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 sets forth concisely the information you should know before
investing and should be retained for future reference. To learn more about the
Fund, you may obtain a copy of the Fund's current Statement of Additional
Information (the "SAI") which is incorporated by reference into this Prospectus.
The SAI has been filed with the Securities and Exchange Commission ("SEC") and
is available along with other related materials for reference on the SEC's
Internet Web Site (http://www.sec.gov) or may be obtained without charge from
the Trust by writing to Two Portland Square, Portland, Maine 04101 or by calling
1-800-290-9826.

<PAGE>

PROSPECTUS SUMMARY

This prospectus offers Advisor Class shares ("Advisor Shares" or "Shares") of
the Schroder U.S. Equity Fund (the "Fund"), which is a separately managed,
diversified series of the Trust, an open-end, management investment company
registered under the Investment Company Act of 1940 (the "1940 Act"). The Fund
seeks growth of capital by investing substantially all of its assets in common
stock and securities convertible into common stock. Income, while a factor in
portfolio selection, is secondary to the principal objective of growth of
capital.

INVESTMENT ADVISER. The Fund's Investment Adviser is Schroder Capital Management
International Inc. ("SCMI"), 787 Seventh Avenue, New York, New York 10019. See
"Management -- Investment Adviser and Portfolio Manager."

ADMINISTRATIVE SERVICES. SCMI is the Administrator of the Fund. The Trust and
SCMI have entered into a Sub-Administration Agreement with Forum Financial
Services, Inc. ("Forum"). In this capacity, Forum provides 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 its Investment Advisory Contract with the Fund. See "Management of
the Fund - Administrative Services."

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 $2,500, except that the minimum
for an Individual Retirement Account ("IRA") is $250. The minimum subsequent
investment is $250. See "Investment in the Fund -- Purchase of Shares" and "--
Redemption of Shares."

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

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

SCHRODER U.S. EQUITY FUND

OBJECTIVE: Growth of capital. Income, while a factor in portfolio selection, is
secondary to growth of capital.
STRATEGY: Invests substantially all of its assets in common stock and securities
convertible into common stock.

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

<PAGE>

RISK CONSIDERATIONS. There can be no assurance that the Fund will achieve its
investment objective. The Fund's net asset value and total return will fluctuate
based upon changes in the value of the securities in which the Fund invests so
that, upon redemption, an investment in the Fund may be worth more or less than
its original value. See "Additional Investment Policies and Risk
Considerations."

UNDERSTANDING MUTUAL FUNDS

- (SOME SORT OF CALL-OUT BOX EXPLAINING THE DIFFERENCES AMONG
MONEY MARKET, BOND, EQUITY, ASSET-ALLOCATION FUNDS? OR
SOMETHING ELSE?)
-

[MAP]

-
<PAGE>

FEE TABLE

The table below is intended to assist investors in understanding the expenses
that an investor in Advisor Shares would incur. There are no transaction
expenses associated with purchases or redemptions of Advisor Shares.

Annual Fund Operating Expenses (as a percentage of average net assets)(1)
Management Fees (2). . . . . . . . . . . . . . . . . . . . . . . . 0.75%
12b-1 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . None
Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 0.68%
Total Fund Operating Expenses. . . . . . . . . . . . . . . . . . . 1.43%

(1) Annual Fund Operating Expenses are based on the Fund's most recent
fiscal year ended October 31, 1996.
(2) Management Fees reflect the fees paid by the Fund for investment
advisory and administrative services.

EXAMPLE

The table below indicates how much you would pay in total expenses for a $1,000
investment in the Fund, assuming (1) a 5% annual return and (2) redemption at
the end of each time period. The example is based on the expenses listed above,
assumes the reinvestment of all dividends and other distributions, and does not
reflect the effect of taxes. THE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OR RETURNS; ACTUAL EXPENSES OR RETURNS
MAY VARY FROM THOSE SHOWN. The 5% annual return is not a prediction of the
Fund's return, but is required by the SEC.

TRANSACTION EXPENSES OPERATING EXPENSES EXAMPLES

<S> <C> <C> <C> <C> <C> <C>
SCHRODER Maximum sales NONE Management Fee 0.75% After 1 Year $15
U.S. EQUITY charge on
FUND purchases and
reinvested
dividends

Deferred sales NONE 12b-1 Fee NONE After 3 Years $45
charge on
redemptions

Exchange Fee NONE Other Expenses 0.68% After 5 Years $78
(after waivers or
reimbursements)

After 10 Years $171

Total Fund
Operating
Expenses (after
waivers or
reimbursements) 1.43%
====

</TABLE>

<PAGE>

FINANCIAL HIGHLIGHTS

The following financial highlights of the Fund are presented to assist investors
in evaluating the performance of a share of Advisor Shares of the Fund for the
periods shown. This information is part of the Fund's financial statements and
has been audited by _____________L.L.P., independent accountants to the Fund.
The Fund's financial statements for the year ended October 31, 1996 and
independent accountants' report thereon are contained in the Fund's Annual
Report to Shareholders and are incorporated by reference into the SAI. Further
information about the performance of the Fund is contained in the Annual Report,
which may be obtained without charge by writing the Fund at Two Portland Square,
Portland, Maine 04101 or by calling 1-800-290-9826.
<TABLE>
<CAPTION>

Year Ended October 31,
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, 9.41 8.52 11.28 10.51 9.56 7.05 8.35 7.49 10.15 12.55
Beginning of year
Investment Operations
Net Investment Income 0.04 0.07 0.04 0.05 0.02 0.09 0.11 0.17 0.18 0.20
Net Realized Income and 1.62 1.33 (0.27) 1.86 1.61 2.57 (0.77) 1.30 0.28 0.18
Unrealized Gain (Loss)
on Investments
Total From Investment 1.66 1.40 (0.23) 1.91 1.63 2.66 (0.66) 1.47 0.46 0.38
Operations
Distributions
from Net Investment Income (0.07) (0.05) (0.01) (0.04) (0.04) (0.11) (0.11) (0.15) (0.18) (0.25)
from net Realized Capital (1.24) (0.46) (2.52) (1.10) (0.58) -- (0.53) (0.46) (2.94) (2.53)
Gains
from Capital Paid-In -- -- -- -- (0.06) (0.04) -- -- -- --
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
Total Distributions (1.31) (0.51) (2.53) (1.14) (0.68) (0.15) (0.64) (0.61) (3.12) (2.78)

Net Asset Value, End of Year $9.76 $9.41 $8.52 $11.28 $10.51 $9.56 $7.05 $8.35 $7.49 $10.15
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------

Total Return 19.45% 17.68% (2.01)% 19.49% 17.74% 38.16% (8.78)% 21.05% 7.74% 2.55%
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------

Ration/Supplementary Data
- -------------------------
Net Assets, End of Year $17,187 19,688 18,483 21,865 19,882 20,234 18,290 23,838 25,569 29,749
(Thousands)
Ratio of Expenses to Average 1.40%(a) 1.40% 1.31% 1.18% 1.40% 1.39% 1.34% 1.49% 1.60% 1.30%
Net Assets
Ratio of Net Investment 0.43%(a) 0.78% 0.41% 0.51% 0.42% 1.30% 1.59% 1.99% 1.89% 1.60%
Income to Average Net
Assets
Portfolio Turnover Rate 56.8% 57.21% 27.43% 57.78% 31.33% 29.98% 28.31% 40.35% 18.42% 43.11%
Average brokerage commission $0.0599 N/A N/A N/A N/A N/A N/A N/A N/A N/A
rate (b)

</TABLE>

(a) During the year ended October 31, 1996, the investment adviser waived a
portion of its fee. Had such waiver not occurred, the ratio of expenses to
average net assets would have been 1.43% and the ratio of net investment income
to average net assets would have been 0.40%.
(b) Amount represents the average commission per share paid to brokers on the
purchase and sale of portfolio securities.

<PAGE>

PERFORMANCE

The Fund may, from time to time, include quotations of its average annual total
return, cumulative total return and other non-standard performance measures in
advertisements or reports to shareholders or prospective investors. Average
annual total return of a class of shares is based upon the overall dollar or
percentage change in value of a hypothetical investment each year over specified
periods. Average annual total returns reflect the deduction of a proportional
share of a Fund's expenses (on an annual basis) and assumes investment and
reinvestment of all dividends and distributions at NAV. Cumulative total returns
are calculated similarly except that the total return is aggregated over the
relevant period instead of annualized.

Performance quotations are calculated separately for each class of shares of the
Fund. The Fund may also 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 do not reflect deductions for administrative and management costs and
expenses.

Performance information represents only past performance and does not
necessarily indicate future results. For a description of the methods used to
determine total return and other performance measures for the fund, please see
the SAI.

INVESTMENT OBJECTIVE, POLICIES AND RISK CONSIDERATIONS

The Fund is not intended for investors whose objective is assured income or
preservation of capital. There can be no assurance that the fund will achieve
its investment objective.

The Fund in the future may seek to achieve its investment objective by holding,
as its only investment securities, the securities of another investment company
having identical investment objectives and policies as the Fund in accordance
with the provisions of the Act or any orders, rules or regulations thereunder
adopted by the Securities and Exchange Commission.

INVESTMENT OBJECTIVE

The primary investment objective of the Fund is to seek growth of capital.
Income, while a factor in portfolio selection, is secondary to the principal
objective.

_________________

INVESTMENT POLICIES

The Fund will normally invest substantially all of its assets in common stock
and securities convertible into common stock. As part of this policy, the Fund
may also invest in other securities with common stock purchase warrants
attached, in such warrants themselves or in other rights to purchase common
stock.

<PAGE>

The Fund may also invest to a limited degree in non-convertible preferred and
debt securities. Such investments might be made when management believes that
greater yields could be earned on these types of securities of investment grade
than on U.S. Government securities or bank certificates of deposit. As a
non-fundamental policy, the Fund will not invest more than 15% of its total
assets in non-convertible preferred and debt securities.

The Fund will generally purchase securities which are believed to have potential
for capital appreciation. However, securities will be disposed of when the Fund
believes that such potential is no longer feasible or the risk of decline in
market price is too great.

As an operating, non-fundamental policy, the Fund may also invest temporarily in
certain short-term fixed income securities. Such securities may be used to
invest uncommitted cash balances or to maintain liquidity to meet shareholder
redemptions or other Fund obligations. These securities may include U.S.
Government securities, commercial paper, bank certificates of deposit and
bankers' acceptances, and repurchase agreements collateralized by these
securities.

The Fund will limit its total investment at any time in these securities for
this operating purpose to not more than 25% of its total assets.

The Fund may from time to time acquire securities which are subject to legal or
contractual restrictions on resale. The risk involved in such investments is
that a considerable period might elapse between the time a decision is made to
sell such securities and the time the Fund might be permitted to sell all or
part of such securities publicly under a registration statement or an exemption
from registration or privately to a suitable purchaser. The delay might
adversely affect the price which the Fund could obtain for the securities and,
in a registration, the Fund could be required to pay registration expenses.

The Fund's authority to borrow is subject to limitations. Any borrowing (i)
would not exceed one-third of the value of the Fund's total assets after the
borrowing, (ii) if at any time it exceeded

<PAGE>

the one-third limitation, the Fund would within three days thereafter (not
including Sundays or holidays) or such longer period as the SEC may prescribe by
rules and regulations, reduce its borrowings to the limitation, and (iii) might
or might not be secured and, if secured, all or any part of the Fund's assets
could be pledged. To comply with these limitations, the Fund might be required
to dispose of certain of its assets when it might be disadvantageous to do so.
Any borrowings would be subject to Federal Reserve Board regulations. The Fund
has not borrowed for investment or any other purpose during the last ten years
and, as a non-fundamental policy, will not borrow for investment in the future.

ADDITIONAL INVESTMENT POLICIES AND RISK CONSIDERATIONS

INVESTMENT RESTRICTIONS

The investment objective and the investment policies of the fund 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. A majority of
outstanding voting securities means the lesser of (i) 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 (ii) more than 50% of
outstanding shares. unless otherwise indicated, all investment policies of the
fund are not fundamental and may be changed by the board of trustees without
approval of the interest holders of the fund. Likewise, nonfundamental
investment policies of the fund may be changed by the board of trustees without
approval of the fund's interest holders.

SECURITIES, INVESTMENT POLICIES AND RISK CONSIDERATIONS

The following pages contain additional information about the securities in which
the Fund may invest, strategies SCMI may employ in pursuit of the Fund's
objective, and a summary of related risks. A complete listing of the Fund's
limitations and more detailed information about the Fund's investments is
contained in the SAI. Policies and limitations are considered at the time of
purchase.

SCMI may not buy all of these instruments or use all of these techniques unless
it believes that they are consistent with the Fund's objective. Current holdings
and recent investment strategies are described in the Fund's financial reports
which are sent to shareholders twice a year. For a free financial report or SAI,
please call 1-800-290-9826.

Description of investments.

COMMON AND PREFERRED STOCK AND WARRANTS. The Fund 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 preferred stockholders,
if any, are paid. Preferred stock is a class of stock having a preference over

<PAGE>

common stock as to dividends and, generally, as to the recovery of investment. A
preferred stockholder is a shareholder in a 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 Fund 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 Fund of a security to meet withdrawals by interest holders or
otherwise may require the Fund 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 Fund 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.

REPURCHASE AGREEMENTS. The Fund may invest in repurchase agreements. A
repurchase agreement is a means of investing monies for a short period. In a
repurchase agreement, a seller - a U.S. bank or recognized broker-dealer - sells
securities to the Fund and agrees to repurchase the securities at the Fund's
cost plus interest within a specified period (normally one day). In these
transactions, the values of the underlying securities purchased by the Fund are
monitored at all times by SCMI to ensure that the total value of the securities
equals or exceeds the value of the repurchase agreement, and the Fund's
custodian bank holds the securities until they are repurchased. In the event of
default by the seller under the repurchase agreement, the Fund may have
difficulties in exercising its rights to the underlying securities and may incur
costs and experience time delays in disposing of them. To evaluate potential
risks, SCMI reviews the creditworthiness of those banks and dealers with which
the Fund enters into repurchase agreements.

ILLIQUID AND RESTRICTED SECURITIES. As a non-fundamental policy, the Fund will
not purchase or otherwise acquire any security if, as a result, more than 10% of
its net assets (taken at current value) would be invested in securities that are
illiquid by virtue of the absence of a readily available market or because of
legal or contractual restrictions on resale ("restricted securities"). There may
be undesirable delays in selling illiquid securities at prices representing
their fair value. This policy includes over-the-counter options held by the Fund
and the "in the money" portion of the assets used to cover such options. As
stated above, this policy also includes assets which are subject to material
legal restrictions on repatriation. The limitation on investing in restricted
securities does not include securities that may not be resold to the general
public but may be resold to qualified institutional purchasers pursuant to Rule
144A under the Securities Act of 1933, as amended. If SCMI determines that a
"Rule 144A security" is liquid pursuant to guidelines adopted by the Board, the
security will not be deemed illiquid. These guidelines take into account trading
activity for the securities and the availability of reliable pricing
information, among other factors. If there is a lack of trading interest in a
particular Rule 144A security, that

<PAGE>

security may become illiquid, which could affect the Fund's liquidity. See
"Investment Policies - Illiquid and Restricted Securities" in the SAI for
further information.

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES

The business and affairs of the Fund are managed under the direction of the
Board of Trustees (the "Board"). The Trustees of the Trust are Peter E.
Guernsey, John I. Howell, Clarence F. Michalis, Hermann C. Schwab and Mark J.
Smith. Additional information regarding the trustees and executive officers of
the Trust may be found in the SAI under the heading "Management, Trustees and
Officers." The Board has adopted written procedures reasonably appropriate to
deal with potential conflicts of interest.

INVESTMENT ADVISER AND PORTFOLIO MANAGER

SCMI serves as investment adviser to the Fund. SCMI manages the Fund and
continuously reviews, supervises and administers the Fund's investments. In this
regard, SCMI is responsible for making decisions relating to the Fund's
investments and placing purchase and sale orders regarding such investments with
brokers or dealers selected by it in its discretion. For its services with
respect to the Fund, the Investment Advisory Agreement between SCMI and the
Trust provides that SCMI will receive a monthly advisory fee at the annual rate
of 0.75% of the Fund's average daily net assets for the first $100 million and
0.50% of the Fund's average daily net assets in excess of $100 million. For the
fiscal year ended October 31, 1996, the total advisory fees paid by the Fund to
SCMI represented an annual effective rate of [0.75%] of the Fund's average daily
net assets.

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 eighteen countries
world-wide. The Schroder Group specializes in providing investment management
services.

Fariba Talebi, a Vice President of the Trust and a Group Vice President of SCMI,
with the assistance of an investment committee, is primarily responsible for the
day-to-day management of the Fund's investments and has so managed the Fund
since its inception. Ms. Talebi has been employed by SCMI in the investment
research and portfolio management areas since 1987.

<PAGE>

- SCHRODER GROUP FACTS

[MAP]

Schroder Group offers a broad selection of mutual funds from around
the world.
- Number of mutual funds: over __________
- Assets in mutual funds: over $130 billion as of October 31,
1996.
- Number of shareholder accounts: over __________
- Number of investment analysts and portfolio managers:
over __________

ADMINISTRATIVE SERVICES

Through its investment advisory contract with the Fund, SCMI provides
administrative services to the Fund. The Trust and SCMI have entered into a
sub-administration agreement with Forum. Pursuant to these agreements, Forum
provides 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. Payment for Forum's services is made by SCMI and
is not a separate expense of the Fund.

DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN

The Trust, on behalf of the Fund, has also adopted a shareholder service plan
(the "Shareholder Service Plan"), pursuant to which SSCI, as administrator of
the Fund, is authorized to pay Service Organizations a servicing fee. Payments
under the Shareholder Service Plan may be for various types of services,
including (1) answering customer inquiries regarding the manner in which
purchases, exchanges and redemptions of shares of the Fund may be effected and
other matters pertaining to the Fund's services, (2) providing necessary
personnel and facilities to establish and maintain shareholder accounts and
records, (3) assisting shareholders in arranging for processing purchase,
exchange and redemption transactions, (4) arranging for the wiring of funds, (5)
guaranteeing shareholder signatures in connection with redemption orders and
transfers and changes in shareholder-designated accounts, (6) integrating
periodic statements with other customer transactions and (7) providing such
other related services as the shareholder may request.

<PAGE>

Payments to Service Organizations under the Shareholder Service Plan 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. 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 SCMI. 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.

SERVICE ORGANIZATIONS

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.

PORTFOLIO TRANSACTIONS

SCMI places orders for the purchase and sale of the Fund's investments with
brokers and dealers selected by SCMI in its discretion and seeks best
execution of such portfolio transactions. The Fund 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.

Subject to the Fund's policy of obtaining the best price consistent with quality
of execution on transactions, SCMI may employ Schroder Wertheim & Company,
Incorporated and its affiliates ("Schroder Wertheim"), affiliates of SCMI, to
effect transactions of the Fund on the New York Stock Exchange. Because of the
affiliation between SCMI and Schroder Wertheim, the Fund's payment of
commissions to Schroder Wertheim is subject to procedures adopted by the Board
designed to ensure that such commissions will not exceed the usual and customary
brokers' commissions. No specific portion of the Fund's brokerage will be
directed to Schroder Wertheim and in no event will Schroder Wertheim receive any
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

<PAGE>

policies as the Schroder Core Board may determine, SCMI may consider sales of
shares of the Fund or any other entity that invests in the Portfolio as a factor
in the selection of broker-dealers to execute portfolio transactions for the
Portfolio.

Although the Fund does not currently engage in directed brokerage arrangements
to pay expenses, it may do so in the future. These are arrangements, whereby
brokers executing the Fund's portfolio transactions would agree to pay
designated expenses of the Fund if brokerage commissions generated by the Fund
reached certain levels. These arrangements might reduce the Fund's expenses
(and, indirectly, the Fund's expenses). As anticipated, these arrangements would
not materially increase the brokerage commissions paid by the Fund. Brokerage
commissions are not deemed to be Fund expenses.

CODE OF ETHICS

The Trust, SCMI, Schroder Advisors, and Schroders Incorporated have each adopted
a code of ethics that contains 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 (the "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 completed Account Application (at the address set forth below). The
minimum initial investment is $2,500, except that the minimum for an IRA is
$250. The minimum subsequent investment is $250. 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 U.S. Equity Fund, to:

<PAGE>

Schroder U.S. Equity Fund
P.O. Box 446
Portland, Maine 04112

For initial purchases, the check must be accompanied by a completed Account
Application in proper form. Further documentation, such as 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 subscription request.

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 U.S. Equity Fund --- Advisor Shares
Account of: (shareholder name)
Account Number: (shareholder account number)

The wire order must specify the name of the Fund, the Advisor Shares class, 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. (Eastern Time) on each day
that the New York Stock Exchange is open for trading (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. (Eastern Time) will be processed at the net asset value
determined as of the next Fund Business Day. See "Net Asset Value" below.

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 reinvested
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.

The Transfer Agent will deem an account lost if six months have passed since
correspondence to the shareholder's address of record is returned, unless the
Transfer Agent determines the shareholder's new address. When an account is
deemed lost, dividends and capital gains will be reinvested. In addition, the
amount of any outstanding checks for dividends and capital gains that have been
returned to the Transfer Agent will be reinvested and such checks will be
canceled.

<PAGE>

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 IRA including SEP-IRA. An
IRA naming The First National Bank of Boston as custodian is available from the
Trust or the Transfer Agent. The minimum initial investment for an IRA is
$2,000; the minimum subsequent investment is $2,500. Under certain circumstances
contributions to an IRA may be tax deductible. 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 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. (Eastern Time)
on each Fund Business Day. Redemption requests that are received prior to 4:00
p.m. (Eastern Time) will be processed at the net asset value determined as of
that day. Redemption requests that are received after 4:00 p.m. (Eastern Time)
on a Fund Business Day will be processed at the net asset value determined the
next Fund Business Day. See "Net Asset Value" below.

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 class of
Shares, the dollar amount or number of shares to be redeemed, shareholder
account number, 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 or otherwise in writing. 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. The Transfer Agent and the Trust
generally will not be liable for any losses due to unauthorized or fraudulent
redemption requests, but may be liable if they do not follow these procedures.
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

<PAGE>

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
class of shares, 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 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 may be requested 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 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. No redemption proceeds will be mailed until checks
in payment for the purchase of the Shares to be redeemed have been cleared,
which may take up to 15 calendar days from the purchase date. 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 net asset value not reasonably practicable.

If the Trust 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 portfolio securities (from the investment portfolio of the Portfolio or 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

<PAGE>

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 separately for each
class of Shares of the Fund at 4:00 p.m. (Eastern Time), Monday through Friday,
each Fund Business Day, which excludes the following U.S. holidays: New Year's
Day, Presidents' 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 Fund liabilities, if
any, by the number of Shares of the Fund outstanding.

Generally, securities held by the Fund that are listed on recognized stock
exchanges are valued at the last reported sale price, on the day when the
securities are valued (the "Valuation Day"), on the primary exchange on which
the securities are principally traded. Listed securities traded on recognized
stock exchanges for which there were no sales on the Valuation Day are valued at
the last sale price on the proceeding trading day or at closing mid-market
prices. Securities traded in over-the-counter markets 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 Board.

DIVIDENDS, DISTRIBUTIONS AND TAXES

The Fund intends to continue to qualify for each fiscal year to be taxed as a
"regulated investment company" under the Internal Revenue Code of 1986 (the
"Code"). As such, the Fund will not be liable for Federal income and excise
taxes on the net investment income and capital gain distributed to its
shareholders. Because the Fund intends to distribute all of its net investment
income and net capital gain each year, the Fund should thereby avoid all Federal
income and excise taxes.

Dividends paid by the Fund out of its net investment income (including realized
net short-term capital gain) are taxable to shareholders of the Fund as ordinary
income notwithstanding that the dividends are reinvested in additional shares of
the Fund.

Distributions of net realized long-term capital gain, if any, realized are
taxable to shareholders of the Fund as long-term capital gain, regardless of the
length of time the shareholder may have held shares in the Fund at the time of
distribution. If a shareholder holds shares for six months or less and during
that period receives a distribution taxable to the shareholder as long-term
capital

<PAGE>

gain, any loss realized on the sale of the shares during that six-month period
would be a long-term capital loss to the extent of the distribution.

Any dividend or distribution received by a shareholder on shares of the Fund
will have the effect of reducing the net asset value of the shares by the amount
of the dividend or distribution. Furthermore, a dividend or distribution made
shortly after the purchase of shares by a shareholder, although in effect a
return of capital to that particular shareholder, would be taxable to the
shareholder as described above.

It is expected that a portion of the Fund's dividends from net investment income
will be eligible for the dividends received deduction for corporations. The
amount of such dividends eligible for the dividends received deduction is
limited to the amount of dividends from domestic corporations received during
the Fund's fiscal year. To the extent the Fund invests in the securities of
domestic issuers, the dividends to shareholders of the Fund may qualify for the
dividends received deduction for corporations.

The Fund is required by Federal law to withhold 31% of reportable payments
(which may include dividends, capital gain distributions and redemptions) paid
to a shareholder who fails to provide the Fund with a correct taxpayer
identification number or to make required certifications, or who is subject to
backup withholding.

Reports containing appropriate information with respect to the Federal income
tax status of dividends and distributions paid during the year by the Fund will
be mailed to shareholders shortly after the close of each year.

Depending on the residence of a shareholder for tax purposes, distributions from
the Fund 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 in their particular circumstances.

The foregoing is only a summary of some of the important federal tax
considerations generally affecting the Fund and its shareholders; see the SAI
for further information.

There are tax requirements that all funds must follow in order to avoid federal
taxation. In its effort to adhere to these requirements, the Fund may have to
limit its investment activity in some types of instruments.

OTHER INFORMATION

CAPITALIZATION AND VOTING

The Trust was organized as a Maryland corporation ("Schroder Capital Funds,
Inc.") on July 30, 1969 and on January 9, 1996 was reorganized as a Delaware
business trust. The Trust has authority to issue an unlimited number of shares
of beneficial interest. The Trust Board may, without shareholder approval,
divide the authorized shares into an unlimited number of separate

<PAGE>

portfolios or series (such as the Fund) and may divide portfolios or series into
classes of shares (such as the Advisor Shares), and the costs of doing so will
be borne by the Trust. The Trust currently consists of eight separate
portfolios, each of which has separate investment objectives and policies. The
Fund currently consists of two classes of Shares.

Each share of the Fund is entitled to participate equally in dividends and other
distributions and the proceeds of any liquidation except that, due to the
differing expenses borne by the classes, dividends and liquidation proceeds for
each class will likely differ. Shares are fully paid and non-assessable, and
have no pre-emptive rights. Shareholders 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). On matters requiring shareholder approval,
shareholders of the Trust are entitled to vote only with respect to matters that
affect the interests, of the Fund or the 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 Trust 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. Each share of the Fund has
equal voting rights, except that if a matter affects only the shareholders of a
particular class only shareholders of that class shall have a right to vote.

[AS OF FEBRUARY 15, 1997, SCHRODER NOMINEES LIMITED MAY BE DEEMED TO HAVE
CONTROLLED THE FUND FOR PURPOSES OF THE 1940 ACT.] 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.

FUND STRUCTURE

CLASSES OF SHARES. The Fund has two classes of shares, Investor 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 Investor 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 distributions will differ between the classes. Information about
Advisor Shares is available from the Fund by calling Schroder Advisors at (800)
730-2932.

The investment objective and fundamental investment policies of the Fund can be
changed only with shareholder approval. See "Investment Objective and Policies,"
and "Management of the

<PAGE>

Fund" for a complete description of the Fund's investment objective, policies,
restrictions, management, and expenses.

REPORTS

The Trust sends to each shareholder of the Fund a semi-annual report and an
audited annual report.

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 its past performance, should be directed to:

Schroder U.S. Equity 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.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, THE STATEMENT OF
ADDITIONAL INFORMATION AND THE FUND'S OFFICIAL SALES LITERATURE IN CONNECTION
WITH THE OFFERING OF THE FUND'S SHARES, AND IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
TRUST. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO
ANY PERSON TO WHOM, SUCH OFFER MAY NOT LAWFULLY BE MADE.

<PAGE>

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

ADMINISTRATOR & DISTRIBUTOR
Schroder Capital Management International 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.
Chase MetroTech Center
Brooklyn, New York 11245

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

INDEPENDENT ACCOUNTANTS
_______________--, L.L.P.
One Post Office Square
Boston, Massachusetts 02109

<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 and the Portfolio. . . . . . . . . . .
Investment Policies . . . . . . . . . . . . . . . . . . . .
ADDITIONAL INVESTMENT POLICIES
RISK CONSIDERATIONS . . . . . . . . . . . . . . . . . . .
Investment Restrictions . . . . . . . . . . . . . . . . . .
Investment Types. . . . . . . . . . . . . . . . . . . . . .
Risk Considerations . . . . . . . . . . . . . . . . . . . .
MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . .
Board of Trustees . . . . . . . . . . . . . . . . . . . . .
Investment Adviser and Portfolio Manager. . . . . . . . . .
Administrative Services . . . . . . . . . . . . . . . . . .
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 Servicing Organizations . . . . . . . . . . . . . .
Fund Structure. . . . . . . . . . . . . . . . . . . . . . .

<PAGE>

SCHRODER U. S. EQUITY 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. - DISTRIBUTOR

STATEMENT OF ADDITIONAL INFORMATION

Schroder U.S. Equity Fund (the "Fund") is a separately-managed, diversified, no-
load portfolio of Schroder Capital Funds (Delaware) (the "Trust"), an open-end
management investment company currently consisting of four separate portfolios,
each of which has different investment objectives and policies. Schroder U.S.
Equity Fund is described herein.

The Fund's primary investment objective is to seek growth of capital. Income,
while a factor in portfolio selection, is secondary to the principal objective.
There is no assurance that these objectives will be achieved. The Fund invests
substantially all its assets in common stocks and securities convertible into
common stock and may also invest in warrants or other rights to purchase common
stock, and to a lesser extent in non-convertible preferred and debt securities.

Shares of the Fund are offered for sale at net asset value per share, with no
sales charge. The minimum initial investment is $500 and the minimum subsequent
investment is $100.

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 _______, 199_ (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 for the Fund may be
obtained without charge by writing or calling the Fund at the address and
telephone numbers printed above.

_________, 1996

<PAGE>

TABLE OF CONTENTS

INVESTMENT POLICIES
Introduction
Primary Investments
Temporary Defensive and Operating Investments
Restricted Securities
Leverage

INVESTMENT RESTRICTIONS

MANAGEMENT
Trustees and Officers
Investment Adviser
Sub-Administrator
Distribution of Fund Shares
Portfolio Accounting

PORTFOLIO TRANSACTIONS
Investment Decisions
Portfolio Brokerage

SHARE OWNERSHIP

ADDITIONAL PURCHASE AND
REDEMPTION INFORMATION
Determination of Net Asset Value
Redemption in Kind

TAXATION

OTHER INFORMATION
Organization
Capitalization and Voting
Performance Information
Custodian
Transfer Agent and Dividend Disbursing Agent
Legal Counsel
Independent Accountants

FINANCIAL STATEMENTS

<PAGE>

INVESTMENT POLICIES

INTRODUCTION

The following information supplements the discussion found under "The Fund -
Investment Objectives and Investment Policies" in the Prospectus.

The Fund is a "diversified" portfolio and, as such, at least 75% of the Fund's
total assets must be represented by cash and cash items, Government securities
and securities limited in respect of any one issuer to not more than 5% of the
Fund's total assets and to not more than 10% of the voting securities of such
issuer. The classification of the Fund as diversified under the Investment
Company Act of 1940 (the "1940 Act") cannot be changed without the majority
approval of the Fund's shareholders. As used in this SAI, "majority approval of
the Fund's shareholders" means approval of the lesser of (i) 67% or more of the
Fund's shares present at a meeting if the holders of more than 50% of the
outstanding shares of the Fund are present or represented by proxy, and (ii)
more than 50% of the outstanding shares of the Fund.

The investment objectives of the Fund set forth in the Prospectus are
fundamental policies of the Fund, meaning that they cannot be changed without
majority approval of the Fund's shareholders. A non-fundamental policy could be
changed by the Trust's Board of Trustees without such prior shareholder
approval. Unless otherwise indicated, all of the investment policies of the
Fund described below are also fundamental policies.

PRIMARY INVESTMENTS

The Fund will generally purchase securities which are believed to have potential
for capital appreciation. Securities, however, will be disposed of in
situations where the Fund believes that such potential is no longer feasible or
the risk of decline in market price is too great. Pursuant to this policy, the
Fund has invested and normally will invest substantially all its assets in
common stock and securities convertible into common stock. The Fund may also
invest in other securities with common stock purchase warrants attached, or in
such warrants or other rights to purchase common stock. The Fund may also
invest to a limited degree in non-convertible preferred and debt securities.
Such investments might be made at such times as in the opinion of management
substantially greater yields could be earned on such securities of investment
grade than on U.S. Government securities and bank certificates of deposit. As a
non-fundamental policy, the Fund will not invest more than 15% of its total
assets in such non-convertible preferred and debt securities.

TEMPORARY DEFENSIVE AND OPERATING INVESTMENTS

For temporary defensive purposes, the Fund may invest all or any portion of its
assets in investment grade corporate bonds or debentures (meaning for these
purposes bonds or debentures rated "A" or better by Standard & Poor's
Corporation ("S&P") or the equivalent thereof), preferred stock, U.S. Government
securities or bank certificates of deposit. (According to S&P, bonds rated "A"
have a strong capacity to pay principal and interest although they are somewhat
more susceptible to the adverse effect of changes in circumstances and economic
conditions.) The conditions under which the Fund may so invest all or any
portion of its assets for temporary defensive purposes will be at such times as
in the opinion of management the market appears relatively fully priced or at
such times as in the opinion of management uncertain economic conditions
indicate the advisability of assuming such a temporary defensive position.

As an operating, non-fundamental policy, the Fund may also invest temporarily in
certain short-term fixed income securities. Such securities may be used to
invest uncommitted cash balances, or to maintain liquidity to meet shareholder
redemptions or other Fund obligations. Such securities might include U.S.
Government securities, commercial paper, bank certificates of deposit and
bankers acceptances, and repurchase agreements collateralized by such
securities. The Fund will limit its total investment at any time in these
securities for this operating purpose to not more than 25% of its total assets.

<PAGE>

Certain of the securities in which the Fund may invest for either of the
foregoing temporary purposes are more fully described as follows:

1. U.S. GOVERNMENT SECURITIES - These securities consist of obligations
issued or guaranteed by the United States Government or its agencies or
instrumentalities. Agencies and instrumentalities which issue or guarantee debt
securities and which have been established or sponsored by the United States
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.

2. BANK OBLIGATIONS - These securities consist of certificates of deposit
and bankers' acceptances issued by U.S. banks having total assets at the time of
purchase in excess of $1 billion. Such banks must be members of the Federal
Deposit Insurance Corporation. 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. The foregoing limitation as to banks in whose obligations the Fund may
invest is a non-fundamental policy of the Fund.

3. COMMERCIAL PAPER - These securities are short-term unsecured
promissory notes issued in bearer form by bank holding companies, corporations
and finance companies. The commercial paper which may be purchased by the Fund
for temporary purposes would consist of direct obligations of domestic issuers
which, at the time of investment, are rated "P-1" by Moody's Investors Services,
Inc. ("Moody's") or "A-1" by 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. Such limitations with respect to commercial paper constitute a
non-fundamental policy of the Fund.

4. REPURCHASE AGREEMENTS - The Fund may invest in securities subject to
repurchase agreements maturing in seven days or less (normally one day) with
member banks of the Federal Reserve System or certain dealers listed on the
Federal Reserve Bank of New York's list of reporting dealers. In a typical
repurchase agreement the seller of a security commits itself at the time of the
sale to repurchase such 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 the
underlying security. The value of the underlying security is monitored by the
Fund's investment adviser 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 Fund 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, the investment adviser reviews the
creditworthiness of those banks and dealers with which the Fund enters into
repurchase agreements. The foregoing policy with respect to repurchase
agreements is a non-fundamental policy of the Fund.

RESTRICTED SECURITIES

The Fund may from time to time acquire securities which are subject to legal or
contractual restrictions on resale. The Fund may invest up to 10% of the value
of its total assets in such restricted securities and should changes in market
values result in more than 10% being so invested, management will take such
action as it deems appropriate to reduce such assets to the 10% limit. A
considerable period might elapse between the time a decision is made to sell
such securities and the time the Fund might be permitted to sell all or part of
such securities publicly under an effective registration statement or an
exemption from registration, or the time the Fund might find a suitable
purchaser willing to accept such securities subject to restrictions. Such delay
might adversely affect the price

<PAGE>

obtainable by the Fund for such securities. The Fund may be required to pay the
registration expenses of restricted securities held by it.

LEVERAGE

The Fund is authorized to borrow money from a bank on its promissory note or
other evidence of indebtedness. Monies borrowed would be invested and any
appreciation thereon, to the extent it exceeded interest paid on the loan, would
cause the net assets value of Fund shares to rise faster than it would
otherwise. If, however, the investment performance of additional monies failed
to cover the Fund's interest charges, the net asset value would decrease faster
than would otherwise be the case. This is the speculative feature known as
"leverage". Any such borrowing (i) would not exceed one-third of the value of
the Fund's total assets after borrowing, (ii) if at any time it exceeded such
one-third limitation, the Fund would within three days thereafter (not including
Sundays or holidays) or such longer period as the Securities and Exchange
Commission may prescribe by rules and regulations, reduce its borrowings to the
limitation and (iii) might or might not be secured and, if secured, all or any
part of the Fund's assets could be pledged. To comply with such limitations,
the Fund might be required to dispose of certain of its assets when it might be
disadvantageous to do so. Any such borrowings would be subject to Federal
Reserve Board regulations. The Fund has not borrowed money for investment or
any other purpose during the last ten years and, as a non-fundamental policy,
will not borrow for investment in the future.

INVESTMENT RESTRICTIONS

The following investment restrictions restate or are in addition to those
described under "The Fund - Investment Restrictions" in the Prospectus. These
restrictions, which are fundamental policies (except as set forth), provide that
the Fund:

1. Will not issue senior securities except that it may borrow money from
a bank on its promissory note or other evidence of indebtedness. Any such
borrowing (i) would not exceed one-third of the value of the Fund's total assets
after the borrowing, (ii) if at any time it exceeded such one-third limitation,
the Fund would within three days thereafter (not including Sundays or holidays)
or such longer period as the Securities and Exchange Commission may prescribe by
rules and regulations, reduce its borrowings to the limitation and (iii) might
or might not be secured and, if secured, all or any part of the Fund's assets
could be pledged. To comply with such limitations, the Fund might be required
to dispose of certain of its assets when it might be disadvantageous to do so.
Any such borrowings would be subject to Federal Reserve Board regulations. (As
a non-fundamental policy, the Fund will not borrow for investment purposes).

2. Will not effect short sales, purchase any security on margin or write
or purchase put and call options.

3. Will not acquire more than 10% of the voting securities of any one
issuer.

4. Will not invest 25% or more of the value of its total assets in any
one industry.

5. Will not engage in the purchase and sale of illiquid interests in real
estate, including illiquid interests in real estate investment trusts.

6. Will not engage in the purchase and sale of commodities or commodity
contracts.

7. Will not invest in companies for the purpose of exercising control or
management.

8. Will not underwrite securities of other issuers, except that the Fund
may acquire portfolio securities, not in excess of 10% of the value of its total
assets, under circumstances where if sold it might be deemed to be an
underwriter for the purposes of the Securities Act of 1933.

<PAGE>

9. Will not make loans to other persons except that it may purchase
evidences of indebtedness of a type distributed privately to financial
institutions but not in excess of 10% of the value of its total assets.

10. Will not acquire securities described in 8 and 9 above which in the
aggregate exceed 10% of the value of the Fund's total assets.

11. Will not invest in other investment companies.

As non-fundamental policies, the Fund (a) will not invest more than 10% of its
total assets in illiquid securities, including securities described in items 8
and 9 above and repurchase agreements maturing more than seven days after they
are entered into and (b) will not engage in writing, buying or selling of stock
index futures, options on stock index futures, financial futures contracts or
options thereon.

MANAGEMENT

TRUSTEES AND OFFICERS

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.

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), 787 Seventh Avenue, New York, New York - President
and a Trustee of the Trust - Director and Senior Vice President of SCMI since
February 1990; Director and President, Schroder Advisors(b).

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), 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(b).

ROBERT G. DAVY, 787 Seventh Avenue, New York, New York - a Vice-President of the
Trust - First Vice President of SCMI since July, 1992; prior thereto, employed
by various affiliates of Schroders plc(b) 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; 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.

<PAGE>

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

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

JOHN A. TROIANO(a), 787 Seventh Avenue, New York, New York - a Vice President of
the Trust - Director and Senior Vice President of SCMI since 1991; prior
thereto, employed by various affiliates of Schroders plc(b) 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, 787 Seventh Avenue, New York, New York - Treasurer of the
Trust - Vice President of SCMI since September 1995 and Assistant Treasurer
since January 1990.

MARGARET H. DOUGLAS-HAMILTON, 787 Seventh Avenue, New York, New York - Secretary
of the Trust - 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, 787 Seventh Avenue, New York, New York - Assistant Secretary
of the Trust - [business history].

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

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

(b) 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 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.

<PAGE>

Name of Trustee Aggregate Pension or Estimated Total
Compensation Retirement Annual Compensation
From Trust Benefits Benefits Upon From Trust
Accrued As Retirement And Fund
Part of Trust Complex Paid
Expenses To Trustees
- --------------------------------------------------------------------------------

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

As of December 22, 1995, the officers and Trustees of the Trust owned, in the
aggregate, less than 1% of the Fund's outstanding shares.

While 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

Schroder Capital Management International Inc. ("SCMI"), 787 Seventh Avenue, New
York, New York 10019, serves as Investment Adviser to the Fund pursuant to an
Investment Advisory Contract dated March 1, 1988. 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 world-wide 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 $90 billion.

Under the Investment Advisory Contract, SCMI regularly provides the Fund with
investment research, advice and supervision and furnishes continuously an
investment program for the Fund's investments consistent with the Fund's
investment objectives. SCMI recommends what securities shall be bought or sold
by the Fund, and what portion of the Fund's assets shall be held uninvested.
SCMI advises and assists the officers of the Trust in taking such steps as are
necessary or appropriate to carry out the decisions of its Board of Trustees
regarding the foregoing matters and general conduct of the investment business
of the Fund. SCMI pays directly any office rent of the Fund and furnishes or
causes to be furnished without expense to the Fund, the services of such of its
officers and employees and employees of its corporate affiliates as may be duly
elected officers or Trustees of the Trust. In addition, SCMI provides
investment advisory, research and statistical facilities and all clerical
services relating to research, statistical and investment work. The Fund pays
all of its other costs and expenses, including without limitation: brokers'
commissions; legal, auditing or accounting expenses, taxes or governmental fees;
cost of preparing share certificates or any other expenses (including clerical
expenses) of issue (not including sales or promotion expenses unless the Fund
shall in the future duly adopt a plan pursuant to Rule 12b-1 under the 1940
Act), distribution, redemption or repurchase of shares of the Fund; registration
expenses; the cost of preparing and distributing reports and notices to
shareholders; fees or disbursements of the custodian of the Fund's assets, of
the Fund's dividend disbursing agent and of the Fund's transfer agent. To the
extent employees of SCMI or its

<PAGE>

affiliates devote their time to the affairs of the Fund, other than as officers
or Trustees, the Fund will reimburse SCMI or such affiliates the pro rate share
of such individuals' salaries or wages and expenses.

Under the Investment Advisory Contract, SCMI receives a fee for its services,
computed daily and payable monthly, at the annual rate of 0.75% of the Fund's
average daily net assets of the first $100 million and 0.50% of the Fund's
average daily net assets in excess of $100 million. It is the Trust's
understanding that although other mutual funds pay investment advisory fees at
annual rates of 0.75% or more of their average net assets (or a portion
thereof), the majority of other mutual funds, regardless of size, pay advisory
fees at rates lower than 0.75% of any portion of their average net assets. For
the fiscal years ended October 31, 1993, 1994 and 1995, SCMI earned an aggregate
of $153,453, $144,539 and $140,988, respectively, in advisory fees from the
Fund.

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 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.

Certain of the states in which shares of the Fund are qualified for sale impose
limitations on the expenses of the Fund. If, in any fiscal year, commencing
with the fiscal year which began on November 1, 1992, the total expenses of the
Fund (excluding taxes, interest, 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 bookkeeping fees) exceed the expense limitations
applicable to the Fund imposed by the securities regulations of any state, SCMI
will reimburse the Fund for the excess.

SUB-ADMINISTRATOR

On behalf of the Fund, the Trust and SCMI have entered into a Sub-Administration
Agreement with Forum Financial Services, Inc. ("Forum"). Pursuant to its
agreement, Forum provides 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.

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

DISTRIBUTION OF FUND SHARES

Schroder Fund Advisors Inc. ("Schroder Advisors"), 787 Seventh Avenue, New York,
New York 10019, was appointed Distributor of the Fund shares pursuant to an
agreement approved by the Board of Trustees of the Trust at a meeting held on
November 2, 1992. The renewal of the distribution agreement for the one year
period ending February 1, 1996 was approved by the Board of Trustees at a
meeting held on November 21, 1994 (which approval included the approval of a
majority of the Trustees who are not interested persons). Schroder Advisors is
a wholly-owned subsidiary of Schroders Incorporated, the parent company of SCMI,
and is a registered broker-dealer organized to act as administrator and/or
distributor of mutual funds. Effective July 5, 1995, Schroder Advisors changed
its name from Schroder Capital Distributors Inc.

<PAGE>

Under the distribution agreement, Schroder Advisors has agreed to use its best
efforts to secure purchases of Fund shares in jurisdictions in which such shares
may be legally offered for sale. Schroder Advisors is not obligated to sell any
specific amount of Fund shares. Further, Schroder Advisors has agreed in the
distribution agreement to serve without compensation and to pay from its own
resources all costs and expenses incident to the sale and distribution of Fund
shares including expenses of printing and distribution to prospective investors
of prospectuses and other sales materials and advertising expenses, and the
salaries and expenses of its employees or agents in connection with the
distribution of Fund shares.

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.

FFC assumed responsibility for fund accounting on August 15, 1994. Previously,
these services were performed by Schroders Incorporated, the parent company of
SCMI. For the fiscal years ended October 31, 1994 and October 31, 1995, the
Fund paid fund accounting fees of $31,596 and $38,000, respectively.

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 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

<PAGE>

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.

PORTFOLIO BROKERAGE

Decisions with respect to allocation of portfolio brokerage are made by the
Trust's President, a Vice President or Treasurer.

It is the Fund's policy, consistent with the best execution, to secure the
highest possible price on sales and the lowest possible price on purchases of
securities. Over-the-counter purchases and sales are transacted directly with
principal market makers except in those circumstances where in the opinion of
the Trust's officers better prices and executions are available elsewhere.
Portfolio transactions are frequently placed with broker-dealers who provide
SCMI with research and statistical assistance. The assistance may include
advice as to the advisability of investing in securities, security analysis and
reports, economic studies, industry studies, receipt of quotations for portfolio
valuations and similar services.

Give equal price and comparable execution of the transaction, it is the policy
of the Fund to select a broker or dealer primarily on the basis of the
furnishing of such services to SCMI by the broker or dealer. Although no fixed
formula is used in placing such transactions, an attempt is made to allocate
such brokerage in proportion to the services rendered to SCMI. SCMI may thus be
able to supplement its own information, and to consider the views and
information of other research organizations in arriving at its investment
recommendations. If such information is received, and if it is in fact useful
to SCMI, it may tend to reduce SCMI's cost; however, the dollar value of any
information received is indeterminable and may in fact be negligible and does
not tend to reduce SCMI's normal and customary research activities. The
research services furnished by brokers or dealers through whom the Fund effects
securities transactions may be used by SCMI in servicing all of its accounts,
and not all such services may be used by SCMI in connection with the Fund.
Portfolio transactions are also frequently placed with broker-dealers acting as
principals in the "third market".

Subject to the general policies of the Fund regarding allocation of portfolio
brokerage as set forth above, the Board of Trustees has authorized the Fund to
employ Schroder Wertheim & Company, Incorporated ("Schroder Wertheim"), an
affiliate of SCMI, to effect securities transactions of the Fund, on the New
York Stock Exchange only, provided certain other conditions are satisfied as
described below.

Payment of brokerage commissions to Schroder Wertheim for effecting such
transactions is subject to Section 17(e) of the 1940 Act, which requires, among
other things, that commissions for transactions on a national securities
exchange 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
Wertheim will in the judgment of the officers of the Trust responsible for
making portfolio decisions and selecting brokers, be (i) at least as favorable
as commissions contemporaneously charged by Schroder Wertheim on comparable
transactions for its most favored 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
Wertheim 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 Wertheim and will not direct brokerage to Schroder
Wertheim in recognition of research services.

During the fiscal years ended October 31, 1993, 1994 and 1995 the total
brokerage commissions paid by the Fund on portfolio transactions were $39,356
and $23,579 and $31,381 respectively. These amounts do not include any spreads
or concessions on principal transactions on a net trade basis. Substantially
all of such commissions were

<PAGE>

paid to firms which provided SCMI with research and statistical assistance. No
commissions were paid to Schroder Wertheim during any of the fiscal years ended
October 31, 1993, 1994 and 1995.

SHARE OWNERSHIP

As of December 22, 1995, the following persons owned of record or beneficially
5% or more of the Fund's shares:w

SHAREHOLDER SHARE BALANCE PERCENT OF FUND
- ----------- ------------- ---------------

Schroder Nominees Limited 493,923.368 22.18%
120 Cheapside
London EC2V 6DS England

Gracechurch Co. 351,069.439 15.76%
75 Wall Street
New York, NY 10265

Fox & Co. 151,228.600 6.79%
P.O. Box 976
New York, NY 10268

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

DETERMINATION OF 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, on each day that the New York Stock Exchange
is open for trading (which excludes the following national business holidays:
New Year's Day, Presidents' 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 the New York Stock Exchange are valued on the
basis of the last sale on that date on the basis of information obtained from
authoritative sources at the end of the business day. Lacking any sales, they
are valued at the average of the closing bid and asked prices. Securities not
listed on such exchange are valued by the use of quotations on any other
national stock exchange on which the securities are listed, or if unlisted,
published quotations in common use and/or quotations from a market maker or
makers in the security, in each case on the basis of information obtained from
authoritative sources, or if securities for which no quotations are available,
including restricted securities, by such other method as the Board of Trustees,
in good faith, shall deem to reflect their fair value. If securities are listed
on more than one national stock exchange (other than the New York Stock
Exchange), they are valued on the basis of quotations on the national stock
exchange in which the primary market for the securities exists.

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.

<PAGE>

TAXATION

Under the Internal Revenue Code of 1986, as amended (the "Code"), the Fund and
each other portfolio established from time to time by the Board of Trustees of
the Trust will be treated as a separate taxpayer for Federal income tax purposes
with the result that: (a) each such portfolio must meet separately the income
and distribution requirements for qualification as a regulated investment
company, and (b) the amounts of investment income and capital gains earned will
be determined on a portfolio-by-portfolio (rather than on a Trust-wide) basis.

The Fund intends to continue to qualify as a regulated investment company under
Subchapter M of the Code. To qualify as a regulated investment company the Fund
intends to distribute to shareholders at least 90% of its "investment company
taxable income" as defined in the Code (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 investment company taxable income and "net
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% of 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.

Distributions of investment company taxable income (including realized net
short-term capital gain) are taxable to shareholders as ordinary income.
Generally, dividends of investment income (but not capital gain) from the Fund
will qualify for the Federal 70% dividends-received deduction for corporate
shareholders to the extent such dividends do not exceed the aggregate amount of
dividends received by the Fund from domestic corporations, provided the Fund
shares are held by said shareholders for more than 45 days. If securities held
by the Fund are considered to be "debt-financed" (generally, acquired with
borrowed funds), are held by the Fund for less than 46 days (91 days in the case
of certain preferred stock), or are subject to certain forms of hedges or short
sales, the portion of the dividends paid by the Fund which corresponds to the
dividends paid with respect to such securities will not be eligible for the
corporate dividends-received deduction.

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 of 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

<PAGE>

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
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 Trust 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 non-exempt
shareholders if (1) the shareholder fails to furnish the Trust with and to
certify the shareholder's correct taxpayer identification number or social
security number, (2) the IRS notifies the Trust 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 advisers with respect to particular questions of
Federal, state and local taxation. Shareholders who are not U.S. persons should
consult their tax advisers 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 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.

<PAGE>

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.

PERFORMANCE INFORMATION

The Fund may, from time to time, include quotations of total return data in
advertisements, sales literature 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:

<PAGE>

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 on an annual basis,
and will assume that all dividends and distributions are reinvested when paid.

For the one year, five year and ten year periods ended October 31, 1995, the
average annual total returns of the Fund were 17.68%, 17.50% and 13.09%,
respectively.

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 figure should be considered an
indication of performance which may be expected in the future.

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.

CUSTODIAN

All securities and cash of the Fund are held by The Chase Manhattan Bank, N.A.,
Chase MetroTech Center, Brooklyn, New York 11245.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Forum Financial Corp., Portland, Maine, acts as the Fund's transfer agent and
dividend disbursing agent.

LEGAL COUNSEL

___________________, 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

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

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.

<PAGE>

PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) FINANCIAL STATEMENTS

Not Applicable

Financial Highlights.

Not Applicable

(b) EXHIBITS:

(1) Trust Instrument of Schroder Capital Funds (Delaware) (the "Trust") (filed
as Exhibit 1 to Registrant's Post-Effective Amendment No. 46 and incorporated
herein by reference).

(2) None.

(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 such record holders 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; 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 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

<PAGE>

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 any 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) Investment Advisory Agreement between the Trust and Schroder Capital
Management International Inc. (filed herewith).

(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
Post-Effective Amendment No. 46 and incorporated herein by reference).

(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 Post-Effective
Amendment No. 46 and incorporated herein by reference).

(9) (a) Form of Administration Agreement with Schroder Fund Advisors Inc.
(filed as Exhibit to Registrant's Post-Effective Amendment No. 46
and incorporated herein by reference).

(b) Form of Sub-Administration Agreement with Forum Financial Services,
Inc. (filed xhibit 9(b) to Registrant's Post-Effective Amendment No.
46 and incorporated herein by reference).

(c) Form of Administrative Services Agreement with Schroder Fund Advisors
Inc. with respect to Schroder International Bond Fund (to be filed).

(d) Subadministration Agreement with Forum Financial Services, Inc. with
respect to Schroder U.S. Equity Fund (filed herewith).

(e) Form of Transfer Agency Agreement with Forum Financial Corp. (filed
as Exhibit 9(c) to Registrant's Post-Effective Amendment No. 46
and incorporated herein by reference).

(f) Form of Fund Accounting Agreement with Forum Financial Corp. (filed
as Exhibit 9(d) to Registrant's Post-Effective Amendment No. 46
and incorporated herein by reference).

(10) Opinion of Jacobs Persinger & Parker as to legality of shares to be issued
by the Trust (filed as Exhibit 10(d) to Registrant's Post-Effective Amendment
No. 46 and incorporated herein by reference).

<PAGE>

(11) Not applicable to this filing.

(15)(a) Form of Master Distribution Plan adopted by Registrant (filed as
Exhibit 15(a) to Registrant's Post-Effective Amendment No. 46 and
incorporated herein by reference).

(b) Form of Distribution Plan Supplement (filed as Exhibit 15(b) to
Registrant's Post-Effective Amendment No. 46 and incorporated
herein by reference).

Other Exhibits:

Copies of Powers of Attorney pursuant to which Trustees have signed this
Post-Effective Amendment (filed as Other Exhibits to Post-Effective Amendment
No. 45 and incorporated herein by reference).

Copy of Power of Attorney pursuant to which Mr. Jackowitz has signed this
Post-Effective Amendment (filed as an Other Exhibit to Post-Effective Amendment
No. 45 and incorporated herein by reference).

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

None.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

Title of Class Number of Record
Holders as of
January 2, 1997

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

Schroder U.S. Equity Fund 605

Schroder International Fund 1,085

Schroder U.S. Smaller Companies Fund 48

Schroder Emerging Markets Fund Institutional Portfolio 21

Schroder International Smaller Companies Fund 2

Schroder Latin America Fund 2

Schroder Global Asset Allocation Fund N/A

<PAGE>

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:

"(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 them in connection with any claim,
action, suit or proceeding in which they become involved as a party or otherwise
by virtue of being or having been a Trustee or officer and against amounts paid
or incurred by them 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.

<PAGE>

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 prior to
final disposition thereof upon receipt of an undertaking by or on behalf of such
Covered Person that such amount will be paid over by Covered Person to the Trust
or Series if it is ultimately determined that the Covered Person 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.

The following are the directors and principal officers of SCMI, including their
business connections 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
international clients located principally in the United States.

<PAGE>

David M. Salisbury. Chief Executive Officer, Director and Chairman of Schroder
Capital; Joint Chief Executive and Director of Schroder.

Richard R. Foulkes. Senior Vice President and Managing Director of Schroder
Capital.

John A. Troiano. Managing Director and Senior Vice President. Mr. Troiano is
also a Director of Schroder Ltd.

David Gibson. Senior Vice President and Director of Schroder Capital. Director
of Schroder Wertheim Investment Services Inc.

John S. Ager. Senior Vice President and Director of Schroder Capital.

Sharon L. Haugh. Senior Vice President and Director of Schroder Capital,
Director and Chairman of Schroder Advisors Inc.

Gavin D.L. Ralston. Senior Vice President and Director of Schroder Capital.

Mark J. Smith. Senior Vice President and Director of Schroder Capital.

Robert G. Davy. Senior 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.

Jane P. Lucas. Senior Vice President and Director of Schroder Capital; Director
of Schroder Advisors Inc.; Director of Schroder Wertheim Investment Services,
Inc.

C. John Govett. Director of Schroder Capital; Group Managing Director of
Schroder Investment Management Ltd. And Director of Schroders plc.

Phillipa J. Gould. Senior Vice President and Director of Schroder Capital.

Louise Croset. First Vice President and Director of Schroder Capital.

Abdallah Nauphal, Group Vice President and Director.

ITEM 29. PRINCIPAL UNDERWRITERS.

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

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

<PAGE>

Sharon L. Haugh, Chairman and Director.

Mark J. Smith, Director and Vice President.

Jane P. Lucas, Director.

Catherine A. Mazza, President.

Alexandra Poe, Secretary, Senior Vice President and Fund Counsel.

Robert Jackowitz, Treasurer.

* Address for each is 787 Seventh Avenue, New York, New York 10019 except for
Mark J. Smith, whose address is 33 Gutter Lane, London, EC2V 8AS, United
Kingdom.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.

The accounts, books and other documents required to be maintained by Registrant
with respect to Schroder International Bond 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, 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.

(i) Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of Registrant's latest annual report to
shareholders relating to the portfolio or class thereof to which the
prospectus relates upon request and without charge.

<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, State of New York, on the 17th day of
January, 1997.

SCHRODER CAPITAL FUNDS (DELAWARE)

By: /s/ Mark J. Smith
---------------------------
Mark J. Smith
President

Pursuant 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 the capacities indicated on the 17th day of January, 1997.

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

(a) Principal Executive Officer

/s/ Mark J. Smith President
------------------------------
Mark J. Smith

(b) Principal Financial and
Accounting Officer

ROBERT JACKOWITZ* Treasurer

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

PETER E. GUERNSEY* Trustee
JOHN I. HOWELL* Trustee
HERMANN C. SCHWAB* Trustee
CLARENCE F. MICHALIS* Trustee

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

<PAGE>

INDEX TO EXHIBITS

SEQUENTIAL
EXHIBIT PAGE NUMBER
- ------- -----------

(5) Investment Advisory Agreement Agreement between
the Trust and Schroder Capital Management International Inc.
with respect to Schroder U.S. Equity Fund

(9)(d) Subadministration Agreement with Forum Financial
Services, Inc. with respect to Schroder U.S. Equity Fund

<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)

INVESTMENT ADVISORY AGREEMENT

AGREEMENT, made as of the 9th day of January, 1996 between Schroder Capital
Funds (Delaware), a Delaware Business Trust (the "Trust") and Schroder Capital
Management International Inc., a New York Corporation (the "Adviser").

W I T N E S S E T H:

1. Prior to the effective date hereof, the Trust will furnish the Adviser
with copies properly certified or authenticated of each of the following:

(a) Trust Instrument of the Trust.

(b) Resolutions of the Board of Trustees of the Trust selecting
Schroder Capital Management International Inc. as investment adviser and
approving the form of this Agreement. The Trust will furnish the Adviser
from time to time with copies, properly certified or authenticated, of all
amendments of or supplements to the foregoing, if any.

2. The Adviser will regularly provide the Trust with respect to its class
of Common Stock and related investment portfolio entitled Schroder U.S. Equity
Fund (the "Portfolio") with investment research, advice and supervision and will
furnish continuously an investment program for the Portfolio's investments
consistent with the Trust's investment objectives for the Portfolio as set forth
in its Registration Statement, Form N-1A, as it may from time to time be in
effect under the Securities Act of 1993, as amended (hereinafter referred to as
the "1933 Act"). the Adviser will recommend what securities shall be bought or
sold by the Portfolio, and what portion of the Portfolio's assets shall be held
uninvested, subject always to the provisions of the Trust's Trust Instrument,
Registration Statement on Form N-1A under the 1933 Act and of the Investment
Company Act of 1940, as amended (hereinafter referred to as the "1940 Act"), as
each of the same shall be from time to time amended. The Adviser shall advise
and assist the officers of the Trust in taking such steps as are necessary or
appropriate to carry out the decisions of its Board of Trustees and the
appropriate committees of such Board regarding the foregoing matters and general
conduct of the investment business of the Portfolio.

3. (a) The Adviser will pay directly all office rent of the Trust to the
extent there is any.

(b) The Adviser will furnish or cause to be furnished without expense
to the Trust or the Portfolio, the services of such of the Adviser's officers
and employees and officers and employees of corporate affiliates of the Adviser,
as may be duly elected officers or trustees of the Trust, subject to their
individual consent to serve and to any limitations imposed by law.

<PAGE>

(c) The Adviser will provide for the Portfolio investment advisory,
research and statistical facilities and all clerical services relating to
research, statistical and investment work.

(d) Except to the extent provided in subsections (a), (b) and (c)
above, the Adviser shall have no responsibility or obligation to pay any costs
or expenses of the Trust or the Portfolio, including without limiting the
generality of the foregoing, brokers' commissions; legal, auditing or accounting
expenses, taxes or governmental fees; cost of preparing share certificates or
any other expenses (including clerical expenses) of issue (except that nothing
herein shall require the Trust or the Portfolio to bear any sales or promotional
expenses unless incurred pursuant to a plan or plans from time to time in effect
in the future duly adopted in accordance with Rule 12b-1 under the 1940 Act or a
successor provision), distribution, redemption or repurchase of shares of the
Trust; registration expenses under the 1933 Act or 1940 Act subsequent to the
initial registration thereunder (except that nothing herein shall require the
Trust to pay any registration expenses occasioned by the initial issuance of
classes or series of its capital stock not related or attributable to the
Portfolio); the cost of preparing and distributing reports and notices to
stockholders; fees or disbursements of the custodian of the Trust's assets, of
the Trust's dividend disbursing agent and of the Trust's transfer agent,
including expenses incurred in the performance of any obligations enumerated in
the Trust Instrument of the Trust insofar as they govern agreements with such
custodian, dividend disbursing agent or transfer agent. To the extent employees
of the Adviser or its affiliates devote their time to the affairs of the Trust,
other than as officers or trustees, the Trust will reimburse the Adviser the pro
rata share of said individual's salary or wages and expenses and the Adviser
will keep specific time and other records of the same.

4. (a) For all services to be rendered and payments made as provided in
paragraphs 2 and 3 hereof, the Trust will pay the Adviser a fee based on the
average daily net asset value of the Portfolio, as determined in accordance with
the Trust Instrument of the Trust, which shall be computed at the following
rates:

(i) 3/4 of 1% of the portion of such average daily net assets
that shall not exceed $100 million.

(ii) 1/2 of 1% of the portion of such average daily net assets
that shall exceed $100 million.

(b) The amounts due the Adviser in payment of such fee shall be
accrued daily by the Trust on the basis of the number of days in each calendar
month, the net asset value of the Portfolio applicable to the close of each
business day in such month and, in the case of any day in such month which is
not a business day, the net asset value applicable to the close of the last
preceding business day; and the amount accrued with respect to each calendar
month shall become due and payable to the Adviser on the first business day of
the next succeeding calendar month. The Adviser hereby acknowledges that the
Trust's obligation to pay such fee is binding only on the assets and property
belonging to the Portfolio.

<PAGE>

5. If any occasion should arise in which the Adviser gives any advice to
its clients concerning the shares of the Trust, the Adviser will act solely for
such clients and not in any way on behalf of the Trust.

6. The Adviser shall not be liable for any error of judgment or for any
loss suffered by the Trust or the Portfolio in connection with the matters to
which this Agreement relates, except a loss resulting from willful misfeasance,
bad faith or gross negligence on the Adviser's part in the performance of its
duties or from reckless disregard by the Adviser of its obligations and duties
under this Agreement. Any person, even though also employed by the Adviser, who
may be or become an employee of and paid by the Trust shall not be deemed, when
acting within the scope of his employment by the Trust, to be the Adviser's
employee or agent. Any of the Adviser's officers or employees rendering
services (other than pursuant to paragraph 2 hereof) to the Trust as an officer
or employee of the Trust acting in any business of the Trust pursuant to the
undertakings contained in this Agreement, shall be deemed to render such service
solely to the Trust and in no respect to act under the Trust's control or
direction although paid by the Adviser.

7. This Agreement shall become effective on January 9, 1996, and
indefinitely thereafter, but only so long as the continuance after the second
anniversary of the effective date of this Agreement first set forth above shall
be specifically approved at least annually by the vote of a majority of Trustees
of the Trust or by a vote of a majority of the outstanding voting securities of
the Portfolio and, in either case, by vote of a majority of Trustees who are not
parties to this Agreement or "interested persons" of the Trust or the Adviser
within the meaning of the 1940 Act, cast in person at a meeting called for the
purpose of voting on such approval. This Agreement may, on 60 days' written
notice, be terminated at any time without the payment of any penalty, by the
Board of Trustees of the Trust, by vote of a majority of the outstanding voting
securities of the Portfolio or by the Adviser. This Agreement shall
automatically terminate in the event of its assignment. In interpreting the
provisions of this paragraph 7, the definitions contained in the 1940 Act
(particularly the definitions of "interested persons," "assignment" and "voting
security"), and in any regulation of the Securities and Exchange Commission
thereunder, shall be applied.

8. The Adviser consents to the use by the Trust in its corporate name and
to designate the Portfolio of the name "Schroder," or any variant thereof, but
only on condition that (a) any change in such corporate name or designation
which continues to use the "Schroder" name or variant is approved in writing by
the Adviser and (b) so long as this Agreement shall remain in force, the Trust
shall fully perform, fulfill and comply with all the provisions expressed herein
to be performed, fulfilled or complied with by it. No such name shall be used
by the Trust at any time or in any place for any purposes or under any
conditions except as provided in this paragraph 8. Upon any termination of this
Agreement by either party or upon the violation of any of its provisions by the
Trust, the Trust will, at the request of the Adviser made within 60 days after
the Adviser has knowledge of such termination or violation, change its corporate
name and the designation of the Portfolio so as to eliminate all reference to
"Schroder" or any variant thereof and will not thereafter transact any business
in a corporate name or on behalf of the Portfolio having a designation
containing such name or variant, or otherwise use such name or variant. Such
covenants on the part of the Trust set forth in this paragraph 8 shall be
binding

<PAGE>

upon it, its Trustees, officers, stockholders, creditors, affiliates and all
other persons claiming under or through it.

9. Upon the effective date of this Agreement, the Agreement dated as of
March 1, 1988, as amended, between the Adviser and the Trust shall be terminated
and shall be of no further force or effect, except as to the obligations to pay
fees accrued to the close of business on the date of termination.

10. There is to be no duplication of any fees payable to the Adviser under
this Agreement or the Agreement relating to the same subject matter between the
Trust and the Adviser which terminated on the effective date of this Agreement,
by reason of the termination of said prior Agreement and the commencement of
this Agreement.

11. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective until approved by
vote of (a) holders of a majority of the outstanding voting securities of the
Portfolio and (b) by vote of a majority of the Trustees of the Trust who are not
parties to this Agreement or "interested persons" of the Trust or the Adviser,
cast in person at a meeting called for the purpose of voting on such approval.

12. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

IN WITNESS WHEREOF, the parties to this Agreement have hereinafter executed
this Agreement as of the day and year first above written.

SCHRODER CAPITAL MANAGEMENT
INTERNATIONAL INC.

By: /s/ L.E. Lucklyn-Malone
-------------------------------------
Title:

SCHRODER CAPITAL FUNDS
(DELAWARE)

By: /s/ Catherine A. Mazza
-------------------------------------
Title:

<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)
SUBADMINISTRATION AGREEMENT

AGREEMENT made this 1st day of February, 1997, between Schroder Capital
Funds (Delaware) ("Fund"), a business trust organized under the laws of the
State of Delaware with its principal place of business at Two Portland Square,
Portland, Maine 04101, and Forum Administrative Services, Limited Liability
Company ("Subadministrator"), a limited liability company organized under the
laws of the State of Delaware.

WHEREAS, the Fund is registered under the Investment Company Act of 1940 as
amended ("1940 Act") as an open-end management investment company and is
authorized to issue shares of beneficial interest ("Shares") in separate series
and classes;

WHEREAS, the Fund has entered into various Investment Advisory Agreements
with Schroder Capital Management International Inc. (the "Adviser") and
Administrative Services Agreement with Schroder Fund Advisers Inc. (the
"Administrator"), pursuant to which the Adviser and Administrator provide
certain management and administrative services for the Fund.

WHEREAS, the Fund desires that the Subadministrator perform certain
administrative services for each of the series of the Fund as listed in Appendix
A hereto (each a "Series") and each class of shares of each Series (each a
"Class") other than any administrative services required to be performed by the
Adviser or the Administrator, and the Subadministrator is willing to provide
those services on the terms and conditions set forth in this Agreement;

NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Fund and the Subadministrator agree as follows:

SECTION 1. APPOINTMENT. The Fund hereby appoints the Subadministrator as
subadministrator of the Fund and of each Series and any class of Shares thereof
and the Subadministrator hereby accepts such appointment, all in accordance with
the terms and conditions of this Agreement. In connection therewith, the Fund
has delivered to the Subadministrator copies of its Trust Instrument and Bylaws,
the Fund's Registration Statement and all amendments thereto filed pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), or the 1940 Act
(the "Registration Statement"), and the current prospectus and statement of
additional information of each Class of each Series (collectively, as currently
in effect and as amended or supplemented, the "Prospectus"), all in such manner
and to such extent as may from time to time be authorized by the Fund's Board of
Trustees (the "Board"), and shall promptly furnish the Subadministrator with all
amendments of or supplements to the foregoing.

SECTION 2. FURNISHING OF EXISTING ACCOUNTS AND RECORDS. The Fund shall
promptly turn over to the Subadministrator such of the accounts and records
previously maintained by or for it as are necessary for the Subadministrator to
perform its functions under this Agreement. The Fund authorizes the
Subadministrator to rely on such accounts and records turned over to it and
hereby indemnifies and will hold the Subadministrator, its successors and
assigns, harmless of and from any and all expenses, damages, claims, suits,
liabilities, actions, demands and losses whatsoever arising out of or in

<PAGE>

connection with any error, omission, inaccuracy or other deficiency of such
accounts and records or in the failure of the Fund to provide any portion of
such or to provide any information needed by the Subadministrator to
knowledgeably perform its functions.

SECTION 3. ADMINISTRATIVE DUTIES

(a) Subject to the direction and control of the Board and in cooperation
with the Adviser and the Administrator, the Subadministrator shall provide
administrative services necessary for the Fund's operations with respect to each
Series except those services that are the responsibility of the Adviser, the
Administrator or the Series' custodian or transfer agent, all in such manner and
to such extent as may be authorized by the Board and requested by the
Administrator.

(b) With respect to the Fund, each Series and each Class thereof, as
applicable, the Subadministrator shall:

(i) oversee (A) the preparation and maintenance by the Adviser and the
Fund's custodian, transfer agent, dividend disbursing agent and fund
accountant (or if appropriate, prepare and maintain) in such form, for
such periods and in such locations as may be required by applicable
law, of all documents and records relating to the operation of the
Fund required to be prepared or maintained by the Fund or its agents
pursuant to applicable law; (B) the reconciliation of account
information and balances among the Adviser and the Fund's custodian,
transfer agent, dividend disbursing agent and fund accountant; (C) the
transmission of purchase and redemption orders for Shares; (D) the
notification to the Adviser of available funds for investment; and (E)
the performance of fund accounting, including the calculation of the
net asset value of the Shares;

(ii) oversee the performance of administrative and professional services
rendered to the Fund by others, including its custodian, transfer
agent and dividend disbursing agent as well as legal, auditing and
shareholder servicing and other services performed for each Series or
class thereof;

(iii) be responsible for the preparation and the printing of the periodic
updating of the Registration Statement and Prospectus, tax returns,
and reports to shareholders, the Securities and Exchange Commission
and state securities commissions;

(iv) be responsible for the preparation of proxy and information statements
and any other communications to shareholders;

(v) at the request of the Board, provide the Fund with adequate general
office space and facilities and provide persons suitable to the Board
to serve as officers of the Fund;

(vi) provide the Fund, at the Fund's request, with the services of persons
who are competent to perform such supervisory or administrative
functions as are necessary for effective operation of the Fund;

<PAGE>

(vii) prepare, file and maintain the Fund's governing documents, including
the Trust Instrument and minutes of meetings of Trustees and
shareholders;

(viii) with the cooperation of the Fund's counsel, the Administrator, the
Adviser, and other relevant parties, prepare and disseminate materials
for meetings of the Board;

(ix) monitor sales of Shares and ensure that such Shares are properly and
duly registered with the Securities and Exchange Commission and
applicable state securities commissions;

(x) oversee the calculation of performance data for dissemination to
information services covering the investment company industry, for
sales literature of the Fund and other appropriate purposes;

(xi) oversee the determination of the amount of, and supervise the
declaration of, dividends and other distributions to shareholders as
necessary to, among other things, maintain the qualification of each
Series as a regulated investment company under the Internal Revenue
Code of 1986, as amended, and prepare and distribute to appropriate
parties notices announcing the declaration of dividends and other
distributions to shareholders; and

(xii) advise the Fund and its Board on matters concerning the Fund and its
affairs.

(c) The Subadministrator shall prepare and maintain or cause to be
prepared and maintained records in such form for such periods and in such
locations as may be required by applicable regulations, all documents and
records relating to the services provided to the Fund pursuant to this Agreement
required to be maintained pursuant to the 1940 Act, rules and regulations of the
Securities and Exchange Commission, the Internal Revenue Service and any other
national, state or local government entity with jurisdiction over the Fund. The
accounts and records pertaining to the Fund which are in possession of the
Subadministrator shall be the property of the Fund. The Fund, or the Fund's
authorized representatives, shall have access to such accounts and records at
all times during the Subadministrator's normal business hours. Upon the
reasonable request of the Fund, copies of any such accounts and records shall be
provided promptly by the Subadministrator to the Fund or the Fund's authorized
representatives. In the event the Fund designates a successor to any of the
Subadministrator's obligations under this agreement, the Subadministrator shall,
at the expense and direction of the Fund, transfer to such successor all
relevant books, records and other data established or maintained by the
Subadministrator under this Agreement.

SECTION 4. STANDARD OF CARE.

(a) The Subadministrator, in performing under the terms and conditions of
this Agreement, shall use its best judgment and efforts in rendering the
services described herein, and shall incur no liability for its status under
this agreement or for any reasonable actions taken or omitted in good faith. As
an inducement to the Subadministrator's undertaking to render these

<PAGE>

services, the Fund hereby agrees to indemnify and hold harmless the
Subadministrator, its employees, agents, officers and directors, from any and
all loss, liability and expense, including any legal expenses, arising out of
the Subadministrator's performance under this Agreement, or status, or any act
or omission of the Subadministrator, its employees, agents, officers and
directors; provided that this indemnification shall not apply to the
Subadministrator's actions taken or failures to act in cases of the
Subadministrator's own bad faith, willful misconduct or gross negligence in the
performance of its duties under this Agreement; and further provided, that the
Subadministrator shall give the Fund notice and reasonable opportunity to defend
against any such loss, claim, damage, liability or expense in the name of the
Fund or the Subadministrator, or both. The Fund will be entitled to assume the
defense of any suit brought to enforce any such claim or demand, and to retain
counsel of good standing chosen by the Fund and approved by the
Subadministrator, which approval shall not be withheld unreasonably. In the
event the Fund does elect to assume the defense of any such suit and retain
counsel of good standing approved by the Subadministrator, the defendant or
defendants in such suit shall bear the fees and expenses of any additional
counsel retained by any of them; but in case the Fund does not elect to assume
the defense of any such suit, or in case the Subadministrator does not approve
of counsel chosen by the Fund or the Subadministrator has been advised that it
may have available defenses or claims which are not available or conflict with
those available to the Fund, the Fund will reimburse the Subadministrator, its
employees, agents, officers and directors for the fees and expenses of any one
law firm retained as counsel by the Subadministrator or them. The
Subadministrator may, at any time, waive its right to indemnification under this
agreement and assume its own defense. The provisions of paragraphs (b) through
(d) of this Section 4 should not in any way limit the foregoing:

(a) The Subadministrator may rely upon the advice of the Fund or of
counsel, who may be counsel for the Fund or counsel for the Subadministrator,
and upon statements of accountants, brokers and other persons believed by it in
good faith to be expert in the matters upon which they are consulted, and the
Subadministrator shall not be liable to anyone for any actions taken in good
faith upon such statements.

(b) The Subadministrator may act upon any oral instruction which it
receives and which it believes in good faith was transmitted by the person or
persons authorized by the Board of the Fund to give such oral instruction. The
Subadministrator shall have no duty or obligation to make any inquiry or effort
of certification of such oral instruction.

(c) The Subadministrator shall not be liable for any action taken in good
faith reliance upon any written instruction or certified copy of any resolution
of the Board of the Fund, and the Subadministrator may rely upon the genuineness
of any such document or copy thereof reasonably believed in good faith by the
Subadministrator to have been validly executed.

(d) The Subadministrator may rely and shall be protected in acting upon
any signature, instruction, request, letter of transmittal, certificate, opinion
of counsel, statement, instrument, report, notice, consent, order, or other
paper document believed by it to be genuine and to have been signed or presented
by the purchaser, Fund or other proper party or parties.

SECTION 5. EXPENSES. Subject to any agreement by the Subadministrator
or other person to reimburse any expenses of the Fund that relate to any Series,
the Fund shall be

<PAGE>

responsible for and assume the obligation for payment of all of its expenses,
including: (a) the fee payable under Section 6 hereof; (b) any fees payable to
the Adviser; (c) any fees payable to the Administrator; (d) expenses of issue,
repurchase and redemption of Shares; (e) interest charges, taxes and brokerage
fees and commissions; (f) premiums of insurance for the Fund, its Trustees and
officers and fidelity bond premiums; (g) fees, interest charges and expenses of
third parties, including the Fund's custodian, transfer agent, dividend
disbursing agent and fund accountant; (h) fees of pricing, interest, dividend,
credit and other reporting services; (i) costs of membership in trade
associations; (j) telecommunications expenses; (l) funds transmission expenses;
(m) auditing, legal and compliance expenses; (n) costs of forming the Fund and
maintaining its existence; (o) to the extent permitted by the 1940 Act, costs of
preparing and printing the Series' Prospectuses, subscription application forms
and shareholder reports and delivering them to existing shareholders; (p)
expenses of meetings of shareholders and proxy solicitations therefore; (q)
costs of maintaining books of original entry for portfolio and fund accounting
and other required books and accounts, of calculating the net asset value of
shares of the Fund and of preparing tax returns; (r) costs of reproduction,
stationery and supplies; (s) fees and expenses of the Fund's Trustees; (t)
compensation of the Fund's officers and employees who are not employees of the
Adviser or Subadministrator or their respective affiliated persons and costs of
other personnel (who may be employees of the Adviser, the Administrator, the
Subadministrator or their respective affiliated persons) performing services for
the Fund; (u) costs of Trustee meetings; (v) Securities and Exchange Commission
registration fees and related expenses; (w) state or foreign securities laws
registration fees and related expenses; and (x) all fees and expenses paid by
the Fund in accordance with any distribution plan adopted pursuant to Rule 12b-1
under the 1940 Act or under any shareholder service plan or agreement.

SECTION 6. COMPENSATION.

(a) In consideration of the services performed by the Subadministrator
under this Agreement, the Fund will pay the Subadministrator, with respect to
each Fund, a fee at the annual rate, as listed in Appendix B hereto. Such fee
shall be accrued by the Fund daily and shall be payable monthly in arrears on
the first day of each calendar month for services performed under this agreement
during the prior calendar month. If the fees payable pursuant to this provision
begin to accrue before the end of any month or if this Agreement terminates
before the end of any month, the fees for the period from that date to the end
of that month or from the beginning of that month to the date of termination, as
the case may be, shall be prorated according to the proportion that the period
bears to the full month in which the effectiveness or termination occurs. Upon
the termination of this Agreement, the Fund shall pay to the Subadministrator
such compensation as shall be payable prior to the effective date of such
termination.

(b) In the event that this agreement is terminated, the Subadministrator
shall be reimbursed for reasonable charges and disbursements associated with
promptly transferring to its successor as designated by the Fund or the
Administrator the original or copies of all accounts and records maintained by
the Subadministrator under this agreement, and cooperating with, and providing
reasonable assistance to its successor in the establishment of the accounts and
records necessary to carry out the successor's or other person's
responsibilities.

<PAGE>

(c) Notwithstanding anything in this Agreement to the contrary, the
Subadministrator and its affiliated persons may receive compensation or
reimbursement from the Fund with respect to (i) the provision of services on
behalf of the Series in accordance with any distribution plan adopted by the
Fund pursuant to Rule 12b-1 under the 1940 Act or (ii) the provision of
shareholder support or other services, including fund accounting services.

SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION

(a) This Agreement shall become effective on the date first above written
with respect to each Series of the Fund then existing and shall relate to every
other Series as of the later of the date on which the Fund's Registration
Statement relating to the shares of such Series becomes effective and the Series
commences operations.

(b) This Agreement shall continue in effect for twelve months and,
thereafter, shall be automatically renewed each year for an additional term of
one year.

(c) This Agreement may be terminated with respect to a Series at any time,
without the payment of any penalty, (i) by the Board on 60 days' written notice
to the Subadministrator or (ii) by the Subadministrator on 60 days' written
notice to the Fund. Upon receiving notice of termination by the
Subadministrator, the Fund shall use its best efforts to obtain a successor
subadministrator. Upon receipt of written notice from the Fund of the
appointment of a successor, and upon payment to the Subadministrator of all fees
owed through the effective termination date, and reimbursement for reasonable
charges and disbursements, the Subadministrator shall promptly transfer to the
successor subadministrator the original or copies of all accounts and records
maintained by the Subadministrator under this agreement including, in the case
of records maintained on computer systems, copies of such records in
machine-readable form, and shall cooperate with, and provide reasonable
assistance to, the successor sub-administrator in the establishment of the
accounts and records necessary to carry out the successor sub-administrator's
responsibilities. For so long as the Subadministrator continues to perform any
of the services contemplated by this Agreement after termination of this
Agreement as agreed to by the Fund and the Subadministrator, the provisions of
Sections 4 and 6 hereof shall continue in full force and effect.

SECTION 8. ACTIVITIES OF SUB-ADMINISTRATOR. Except to the extent
necessary to perform its obligations under this Agreement, nothing herein shall
be deemed to limit or restrict the Subadministrator's right, or the right of any
of its officers, directors or employees (whether or not they are a Trustee,
officer, employee or other affiliated person of the Fund) to engage in any other
business or to devote time and attention to the management or other aspects of
any other business, whether of a similar or dissimilar nature, or to render
services of any kind to any other corporation, trust, fund, firm, individual or
association.

SECTION 9. COOPERATION WITH INDEPENDENT ACCOUNTANTS. The Subadministrator
shall cooperate with the Fund's independent public accountants and shall take
reasonable action to make all necessary information available to such
accountants for the performance of their duties.

SECTION 10. SERVICE DAYS. Nothing contained in this Agreement is intended
to or shall require the Subadministrator, in any capacity under this agreement,
to perform any

<PAGE>

functions or duties on any day other than a business day of the Fund or of a
Series. Functions or duties normally scheduled to be performed on any day which
is not a business day of the Fund or of a Series shall be performed on, and as
of, the next business day, unless otherwise required by law.

SECTION 11. NOTICES. Any notice or other communication required by or
permitted to be given in connection with this Agreement shall be in writing and
shall be delivered in person, or by first-class mail, postage prepaid, or by
overnight or two-day private mail service to the respective party. Notice to
the Fund shall be given as follows or at such other address as a party may have
designated in writing, shall be deemed to have been properly given:

Schroder Capital Funds (Delaware)
787 Seventh Avenue
New York, New York 10019

Notice to the Subadministrator shall be given as follows or at such other
address as a party may have designated in writing, shall be deemed to have been
properly given:

Forum Administrative Services, Limited Liability Company
Two Portland Square
Portland, Maine 04101

Notices and other communications received by the parties at the addresses
listed above.

SECTION 12. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY.

The Trustees of the Fund and the shareholders of each Series shall not be
liable for any obligations of the Fund or of the Series under this Agreement,
and the Subadministrator agrees that, in asserting any rights or claims under
this Agreement, it shall look only to the assets and property of the Fund or the
Series to which the Subadminstrator's rights or claims relate in settlement of
such rights or claims, and not to the Trustees of the Fund or the shareholder of
the Series.

SECTION 13. MISCELLANEOUS

(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto.

(b) This Agreement may be executed in two or more counterparts, each of
which, when so executed shall be deemed to be an original, but such counterparts
shall together constitute but one and the same instrument.

(c) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.

<PAGE>

(d) Section and Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.

(e) This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by the fund without the written consent of the
Subadministrator, or by the Subadministrator, without the written consent of the
Fund authorized or approved by a resolution of the Board.

(f) This Agreement shall be governed by the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.

SCHRODER CAPITAL FUNDS (DELAWARE)

/s/ Catheriine A. Mazza
----------------------------------------

FORUM ADMINISTRATIVE SERVICES,
LIMITED LIABILITY COMPANY

/s/ John Y. Keffer
----------------------------------------

<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)
SUBADMINISTRATION AGREEMENT

APPENDIX A
SERIES OF THE FUND

Schroder International Fund
Schroder U.S. Equity Fund
Schroder U.S. Smaller Companies Fund
Schroder Latin American Fund
Schroder Emerging Markets Fund Institutional Portfolio
Schroder International Smaller Companies Fund
Schroder Global Asset Allocation Fund

<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)
SUBADMINISTRATION AGREEMENT

APPENDIX B
SUBADMINISTRATION FEES

Fee As % of the Average Annual
Series of the Fund Daily Net Assets of the Series
------------------ ------------------------------

Schroder International Fund 0.05%

Schroder U.S. Equity Fund,
Schroder U.S. Smaller Companies Fund,
Schroder Latin American Fund and
Schroder Emerging Markets Fund
Institutional Portfolio 0.10%

Schroder International Smaller Companies Fund and
Schroder Global Asset Allocation Fund 0.075%

(a) The minimum administration fee per Series, except Schroder
International Fund, Schroder U.S. Equity Fund, Schroder U.S. Smaller Companies
Fund, Schroder Latin American Fund and Schroder Emerging Markets Fund
Institutional Portfolio, is $25,000 plus $12,000 per Class for each Class of the
Series above one.

(b) During any period in which Schroder Emerging Markets Fund
Institutional Portfolio invests all (or substantially all) of its investable
assets in a registered, open-end management investment company, or separate
Series thereof ("Core Portfolio"), The above listed fee for this Series shall be
0.05%. The Subadministrator agrees to waive this fee only after the full waiver
of fees payable by the Series or the Core Portfolio to the Adviser and the
Administrator, and then only to the extent necessary to keep the total expense
ratio for the Series (including its pro rata share of the expenses of the Core
Portfolio) at or below 1.60% of average annual daily net assets in the Series.

(c) During any period in which Schroder U.S. Smaller Companies Fund
invests all (or substantially all) of its investable assets in a Core Portfolio,
the above listed fee for this Series shall be 0.05%.