SCHRODER CAPITAL FUNDS /DELAWARE/
497, 1997-01-06
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SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
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Two Portland Square, Portland, Maine 04101
 
General Information   (207) 879-6200
Account Information   (800) 344-8332
Fund Literature       (800) 290-9826
Fax                   (207) 879-6050
 
INVESTMENT OBJECTIVE
 
The Fund seeks to provide long term capital appreciation primarily through
direct or indirect investments in equity and debt securities of issuers
domiciled or doing business in emerging markets countries. Securities are
selected on the basis of potential for capital appreciation without regard for
current income. The Fund currently seeks to achieve its investment objective by
investing all of its investable assets in Schroder Emerging Markets Fund --
Institutional Portfolio (the 'Portfolio'), a registered open-end management
investment company with substantially the same investment objective and policies
as the Fund. The enclosed annual report includes the financial statements of
both the Fund and the Portfolio.
 
INVESTMENT ADVISER
 
Schroder Capital Management International Inc., (the 'Investment Adviser') is a
wholly-owned indirect subsidiary of Schroders plc, the London Stock Exchange
listed holding company parent of an investment banking and investment management
group of companies (the 'Schroder Group') that dates its origins to 1804. The
investment management operations of the Schroder Group are located in 18
countries worldwide, including 12 offices in emerging markets. The Schroder
Group has been managing international investment portfolios since the early
years of this century. As of October 31, 1996 the Schroder Group had over $130
billion in assets under management. At that date, the Investment Adviser,
together with its U.K. affiliate, Schroder Capital Management International
Ltd., had over $20 billion under management, of which approximately $4.2 billion
was invested in the emerging markets.
 
                                                                December 2, 1996
 
Dear Shareholder:
 

     We are pleased to present the annual report for Schroder Emerging Markets
Fund -- Institutional Portfolio for the period ending October 31, 1996. Over the
year, the total return of the Fund was 4.2% compared with the MSCI Emerging
Markets Free Index (ex Malaysia) return of 2.8%. Your Fund was designed to
compliment an international EAFE portfolio and therefore, unlike many other
emerging market funds in the Lipper Universe, does not include Malaysia in its
investment universe, as that market is also included in developed market
indices, and given the relatively small size of its economy, does not warrant
inclusion in both developed and emerging funds. The country's wealth
characteristics and the long established nature of its stockmarket are allowing
it to move rapidly towards developed country status. When Malaysia performs
strongly, however, as over this fiscal year (+26.6%), your Fund may well
underperform the Lipper Emerging Markets Funds average.

 
     In the past year, the top three performing markets represented in the Fund
were Poland (+42.1%), Taiwan (+38.3%) and Argentina (+33.2%) and the worst three
were South Korea ( - 36.2%), Thailand ( - 29.5%) and India ( - 9.6%). Over the
year, Latin American markets performed strongly, as confidence that the region
was recovering from the aftermath of the Mexican bailout led to renewed investor
optimism. Asia, in the meantime, was challenged by local cyclical pressures
which resulted in severe ongoing weakness in Korea and Thailand in particular as
a result of widening Current Account deficits. The Fund's strategy, to be
overweight in emerging Asia, underweight in Latin America and gradually adding
to the rest of the world, therefore, led to very modest outperformance versus
the index as good stock picking offset to a modest extent the regional
allocations.
 
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SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
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     Despite the slow pace of fiscal reform in Latin America, investors have
been rewarded for concluding that there is no real alternative. Governments
there continue to support stock market developments and promote the creation of
private pension plans which will help to address that region's chronically low
rate of domestic savings. However, entrenched wealth inequalities and rising
crime, particularly in Mexico, do not provide long term investor comfort,
contrary to trends in Asia. Asia continues to receive larger long term direct
investment flows which provide for the next years' exports. Also, Asia is now
facing the challenge of improving the education and productivity of its
workforce. The potential for long term success remains promising but
ameliorating trade balances is essential to realizing the possibility of
sustainable growth.
 
     In the rest of the world, Poland and Portugal stand out. Poland, following
a politically turbulent year in 1995, stabilized in 1996. November elections
resulting in the defeat of Lech Walesa led to uncertainty among investors in the
early part of the year. Newly elected President Kwasniewki, however, has proven
an able leader and advocate of market economics despite his Social-Democrat
affiliation. Kwasniewski's willingness to adhere to reform reassured investors,
pushing the Polish market to all time highs. Schroders believes that
privatization and the increasing popularity of initial public offerings should
ensure that attractive investment opportunities continue to exist in Poland. In
Portugal, the government's commitment to conforming to the European Monetary
Union (EMU) convergence criteria led to a strengthening economy. The budget
deficit is falling and is expected to be below 4.2% of GDP in 1996, dropping to
2.9% of GDP in 1997. Market sentiment remains positive following additional cuts
in interest rates and the government's obvious commitment to privatization of
industry.
 
     This has been a difficult year for emerging market investing. Nevertheless,
we believe the case for investing in emerging economies remains as compelling as
ever because the growing prosperity of the vast populations in these countries
will create huge marketplaces for a variety of goods and services.
 
     Thank you for your support and interest in the Fund.
 
     Sincerely,
 
HERMANN C. SCHWAB                                         LAURA E. LUCKYN-MALONE
Hermann C. Schwab                                         Laura E. Luckyn-Malone
Chairman                                                  President
 
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SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
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MANAGEMENT'S DISCUSSION AND ANALYSIS (AS OF OCTOBER 31, 1996)
 

     At the end of October 1996, the Fund was approximately 96.8% invested in
equities and 3.2% in cash and other assets. Over the last year the Fund's
weighting in Asian markets has been reduced, to reflect the cyclical turndown in
economies in the region. Asia now represents 44% of the Fund compared to 41% of
the Morgan Stanley Capital International Emerging Markets Free (ex Malaysia)
Index. The Latin American weighting has increased and we have gradually added to
other markets including some new markets such as Russia and Israel. However, we
continue to believe that the Asian markets offer the best long term growth.
Earnings growth should recover in Asia in 1997 and generally remain strong
across emerging markets as economic growth rates continue to exceed those of the
developed world. We believe the Fund is well positioned for 1997 with a
portfolio of quality growth companies.

 
     The Fund's approach is to target companies that offer sustainable growth.
We focus on companies that have professional management and a strong domestic
market share in their business or a powerful franchise. The primary attraction
of emerging markets is the high growth rates that they offer relative to the
developed world. We therefore search for companies, for example, that will
benefit from rising living standards and increased infrastructure development.
With our extensive network of analysts located in 12 emerging market offices
around the world, we believe we can identify attractively priced securities
across a broad capitalization range.
 
     In Asia we have added to our holdings in China and India over the last
year. With inflation now under control and interest rates falling, the prospects
for economic recovery in China next year are excellent and we expect strong
earnings growth. The Fund's weighting in Thailand has however been cut as the
outlook for earnings particularly in the key banking sector has deteriorated. In
Latin America, the economic recovery has gained momentum this year and we expect
this to continue into 1997. Inflation remains under control; however, Latin
America remains sensitive to the outlook for U.S. interest rates. Elsewhere we
continue to remain positive on Eastern Europe, particularly Poland and are
maintaining our underweight position in South Africa.
 
REGION REVIEW
LATIN AMERICA
 
     In Latin America, continued optimism over positive news on the economic
front has resulted in strong performance during the past 12 months as the region
has outperformed its emerging market peers. This has all happened against a
backdrop of political tension and uncertainty over the direction of U.S.
interest rates. ARGENTINA is a case in point, as the return of bank deposits to
levels seen prior to the Mexican devaluation, coupled with positive developments
on fiscal and labor reform issues, have helped the economy and the market move
in an upward direction. Of concern, however, has been the country's sensitivity
to U.S. financial markets and the firing of Economy Minister Cavallo by
President Menem, which was absorbed by the market with much less fanfare than
had been originally expected.
 
     The BRAZILIAN market has been the beneficiary of falling interest rates,
lower than expected levels of inflation, good corporate results and the gaining
of momentum with respect to privatization. The elimination of the inflation tax
and the increase of purchasing power, especially among the lower classes, has
resulted in increased purchases of durable goods. We have positioned ourselves
for this by investing in Multibras Eletrodomesticos SA, a manufacturer of
household appliances with positive growth prospects and record sales during the
year.
 
     In MEXICO, austere government policies have led to falling inflation and
domestic interest rates which have provided the backdrop for the more recent
positive GDP growth. We believe that the domestic economy is beginning to show
signs of recovery and have begun to focus on companies that should benefit such
as the construction firm Bufet Industrial, SA and the beer and soft-drink
producer Fomento Economico Mexicano SA de CV (FEMSA). FEMSA has positioned
itself to be a direct beneficiary of the historically high correlation between
the consumption of beer and soft-drinks as the economy and disposable income
begin to increase.
 
     The strength of the Mexican peso was also a concern for the year, resulting
in pressure on exporters who have been at the forefront of the economic
recovery. However, the 6% devaluation of the currency seen during October is
expected to move these companies to a higher level of competitiveness.
 
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SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
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     CHILE has been the weakest market in the region during the year. The high
interest rate environment has had an adverse effect on the economy and on
corporate earnings. Consumption remains strong and, given the government's
commitment to bring inflation into single digits, the outlook for lower interest
rates in the immediate future does not look promising.
 
AFRICA
 
     SOUTH AFRICA has been a poor performer in 1996, primarily due to the
currency crisis that began in February. Since that time, the currency has fallen
almost 30% against the U.S. dollar. This has been caused by a reversal of
capital flows, and a balance of payments deficit and lack of foreign reserves.
With exchange controls still in place the risk remains on the downside, despite
fundamentals which have improved. As a result of the currency crisis, real
interest rates have remained very high which is affecting the domestic economy
and putting pressure on industrial earnings growth. Anglo American Corporation,
a leading South African mining company is an example of a company we believe
will benefit from the recent depreciation in the South African currency, given
that most of its earnings are U.S. dollar based. It is also benefiting from
various new projects in South Africa.
 
     The Fund made its first investment in MAURITIUS during the year, purchasing
the State Bank of Mauritius. We believe this company is undervalued and will
benefit from the strong economic growth in a country with sound government
policies and solid economic fundamentals.
 
EASTERN EUROPE
 
     As the POLISH political picture cleared following the November 1995
presidential elections and the release of solid corporate earnings figures,
investors have poured money into the market, pushing the WIG (stock market) to
an all time high. For the year to date, the Polish MSCI index was up 48.7% in
U.S. dollar terms. Key performers included Bydgoska Fabryka Kabli SA, the Polish
cable manufacturer that is taking advantage of significant infrastructure
investment. The solid macro-economic performance continued in the CZECH
REPUBLIC, although signs of weakening began to appear. At the end of the Fund's
fiscal year, the trade deficit was at an all time high, and although tourism
revenues do compensate somewhat, they cannot hide the fundamental fact that many
Czech companies are not competing effectively. Despite falling real wages and an
unhappy electorate, the HUNGARIAN government has adhered to its International
Monetary Fund (IMF) established austerity package. Government debt is falling as
a percentage of GDP, inflation has decreased and output has improved. This
brought about a renewed confidence in the market as the Budapest exchange soared
107% in U.S. dollar terms as of the end of October. Strong earnings figures from
bluechips such as Gedeon Richter and EGIS Rt. also contributed to the rise in
the market. Although SLOVAKIA attained the highest growth and lowest inflation
in the region in 1995 and the first part of 1996, the market failed to perform
to expectations. Earnings have been poor and restructuring has been slow.
 
MEDITERRANEAN EUROPE
 
     TURKEY'S political woes continued with the election of the Islamic
Fundamentalist Party, Refah, to power. As of October 31, 1996, it was difficult
to see how the government's projected zero budget deficit will be achieved with
fiscal spending increasing and no reasonable privatization program in place.
Despite this, the market increased by 31% in U.S. dollar terms at the end of
October, led by bluechips such as Migros Turk TAS, the food retailer. The
PORTUGUESE market was up 28.8% at the end of October, driven by a strengthening
bond market as inflation fell significantly, enhancing the possibilities of
Portugal joining the European Monetary Union (EMU). This provided a positive
environment for the introduction of several privatization stocks to the market.
GREECE continues to flounder with stagnant growth and high inflation. Elections
in August resulted in a majority government that is expected to introduce the
reform policies necessary to bring the country in line with EMU convergence
targets. Investments in ISRAEL were initiated in 1996. Interest rates there
increased sharply in the first half in order to cool down the overheating
economy. The current government, although facing setbacks with the peace
process, is expected to implement the structural reforms necessary to turn the
economy around.
 
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SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
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EMERGING ASIA
 
     The Asian markets produced mixed returns over the year as both political
and economic factors dominated headlines. The best performance in the region
came from INDONESIA which rose 19.3% in U.S. dollar terms, as strong macro data
and good corporate results boosted the stock market. Political issues continued
to be a sensitive issue as the chances of a smooth succession to President
Suharto were called into question. The PHILIPPINES rose 16.9% in U.S. dollar
terms over the last year. The strong performance was supported by robust
corporate earnings that, with the economy continuing to accelerate, bodes well
for 1997. With corporate profits forecast to reach 26%, the Fund has increased
its exposure to companies such as Ayala Land Inc. which is geared to the rising
standards of living in the country.
 
     Rising real rates and a sharp fall-off in exports, exacerbated by a weaker
Japanese yen, led the KOREAN economy into decline. The market produced the worst
return in the region, falling 36.2% in U.S. dollar terms as earnings growth
expectations were revised sharply downward. In INDIA, the stock market has
proven extremely volatile, falling 9.6% in U.S. dollar terms over the year. This
has been due to increasing interest and depreciation charges, leading to a
downgrade in earnings expectations. However, we believe further liberalization
and privatization looks set to provide excellent future opportunities for
investment. As such, the Fund has added holdings such as Ranbaxy Laboratories
Ltd., a pharmaceutical company that looks set to benefit from the increasing
affluence of the Indian nation. The Indian company, Mahanagar Telephone Nigam
Ltd., the fixed-line telephone operator for Delhi and Banbay, is another example
of the type of company we believe will benefit from infrastructure improvements
and growing consumer demand. Telephone lines in India are still well below the
average compared to the developed world both in terms of market penetration and
quality, a fact India is working to redress and which provides real growth
potential for Mahanagar.
 
     THAILAND'S  economy continued to slow throughout  the year as export growth
plunged. The prolonged downturn in the  economy has caused further problems  for
property developers which has in turn adversely affected the banking and finance
sectors.  Sentiment  was further  weakened by  the loss  of confidence  in Prime
Minister Banharn Silpa-archa and the dissolution of Parliament late in the  year
leading  to  a forced  general election.  The outcome  of the  election remained
unclear as of October 31, 1996, as a coalition government had yet to be formed.
 
PORTFOLIO MANAGERS' Q&A
IS MEXICO ON THE ROAD TO RECOVERY?
 
     The Mexican government has done a very credible job in the face of
adversity. After the devaluation of the peso in December of 1994 and the ensuing
crisis which followed for much of 1995, recent news on the economic front would
lead one to believe that Mexico is on the road to recovery. The fundamentals for
the currency remain sound, the Current Account deficit is small, inflation is
gradually declining and economic recovery is spreading to more sectors. As an
example, GDP growth for the third quarter of 1996 was up a resounding 7.2%.
Additionally, we believe that the growth momentum in this economy should show
further strength in 1997. The recovery has been mostly export driven, however,
we are beginning to see an improvement in domestic demand which reflects a
recovery in disposable income.
 
WHY DOES THE FUND MAINTAIN AN OVERWEIGHTED POSITION IN POLAND RELATIVE TO THE
MSCI EMERGING MARKETS (EX-MALAYSIA) INDEX?
 
     We remain overweight Poland given the improving macro-economic picture and
continued political stability. Although the coalition has been somewhat shaky
following a key tax vote which brought to a head the coalition's differing
views, real political crisis is not likely. Growth of over 5.5% is expected
through 1997 and the government is dedicated to privatization.
Slower-than-expected earnings in 1996 did not dampen the mood of the market. We
expect strong earnings in 1997 combined with a stream of new issues and positive
macro-economic results to push the market further.
 
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                                       5
 

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SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
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WHY DOES THE FUND MAINTAIN AN UNDERWEIGHTED POSITION IN SOUTH AFRICA COMPARED TO
  THE INDEX?
 
     There are three key reasons for this. First, we do not find the outlook for
sustainable growth in South Africa in the medium term to be as attractive as in
other emerging markets. Unless there are major policy changes, we do not believe
the sustainable growth of the economy is much more than 3%. This is because of
the low savings rate of 17% (compared to over 30% in some Asian countries), lack
of direct foreign investment, and poor labor productivity and flexibility.
Second, with exchange controls in place, the lack of foreign reserves and a
current account deficit, we believe there is further downside risk to the
currency. Finally, given the large cross holdings between companies and high
weighting of unattractive commodity companies, in our view the index exaggerates
the opportunities available.
 
     The views expressed in this report were those of the Fund's portfolio
managers as of the dates specified, and may not reflect the views of the
portfolio managers on the date this report is first published or any time
thereafter. These views are intended to assist shareholders of the Fund in
understanding their investment in the Fund and do not constitute investment
advice; investors should consult their own investment professionals as to their
individual investment programs.
 
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                                       6
 

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SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
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    INVESTMENT ADVISER'S REPORT -- COMPARISON OF CHANGE IN VALUE OF $10,000
                                   INVESTMENT
 

The following Chart compares a change in value of a $10,000 investment in the
Fund and the performance of the Morgan Stanley Capital International ('MSCI')
Emerging Markets Free ('EMF') Index. The MSCI EMF Index is a market
capitalization index of companies representative of the market structure of 26
emerging countries in Europe, Latin America, and the Pacific Basin. The MSCI EMF
Index excludes closed markets and those shares which are not purchasable by
foreigners in otherwise free markets. The MSCI EMF Ex-Malaysia Index is a
benchmark used by the Fund's Adviser to exclude investments in Malaysia, which
may be considered a developed market. Malaysia represented between 15.5% and
18.2% of the MSCI EMF Index during the period reported. The Index excludes the
effect of any fees or sales charges. Total return and principal value of an
investment in the Fund will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than their original cost. Total return for
the Fund assumes reinvestment of dividends and distributions and does not
reflect the deduction of the purchase or redemption fees of 0.50%, respectively,
imposed by the Fund. Past performance cannot predict nor guarantee future
results.

   Schroder Emerging Markets Fund-Institutional Portfolio vs Morgan Stanley
                              EMF Index

<TABLE>
<S>                                                         <S>          <S>
Investment Value on 10/31/96
- ----------------------------
Schroder Emerging Markets Fund-Institutional Portfolio      $11,078
MSCI EMF Index                                              $11,231
MSCI EMF ex-Malaysia Index                                  $11,020

Average Annual Total Return on 10/31/96                     1 Year      Since Inception on 03/31/95
- ---------------------------------------                     ------      ---------------------------
Schroder Emerging Markets Fund-Institutional Portfolio       4.22%                  6.66%
MSCI EMF Index                                               6.47%                  7.58%
MSCI EMF ex-Malaysia Index                                   2.80%                  6.40%
</TABLE>

[GRAPH]
 
<TABLE>
<CAPTION>
  SCHRODER EMERGING MARKETS FUND-
      INSTITUTIONAL PORTFOLIO                    MSCI EMF INDEX                  MSCI EMF EX-MALAYSIA INDEX
 
<S>                                                 <C>                                   <C>
              $10,000                                $10,000                                $10,000
               10,320                                 10,449                                 10,570
               10,930                                 11,005                                 11,003
               10,959                                 11,038                                 11,080
               11,270                                 11,285                                 11,324
               10,929                                 11,019                                 11,132
               10,999                                 10,967                                 11,109
               10,630                                 10,547                                 10,721
               10,389                                 10,359                                 10,485
               10,707                                 10,819                                 10,925
               11,839                                 11,588                                 11,777
               11,529                                 11,403                                 11,471
               11,539                                 11,492                                 11,425
               11,990                                 11,952                                 11,848
               12,261                                 11,898                                 11,883
               12,131                                 11,972                                 11,967
               11,370                                 11,154                                 11,129
               11,580                                 11,440                                 11,340
               11,630                                 11,539                                 11,420
               11,078                                 11,231                                 11,020
</TABLE>
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                                       7
 

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SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
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          PORTFOLIO CHARACTERISTICS AS OF OCTOBER 31, 1996 (UNAUDITED)
 
                 COUNTRY WEIGHTINGS
<TABLE>
<CAPTION>
                                               MSCI EMF
                                              EX-MALAYSIA
COUNTRY                    % OF NET ASSETS       INDEX
- ---------------------------------------------------------
<S>                        <C>                <C>
Brazil                           13.5%           14.4%
Mexico                            8.3%            9.3%
India                             7.4%            6.9%
Indonesia                         7.3%            6.0%
China/Hong Kong                   7.2%            0.5%
Philippines                       6.8%            3.9%
Korea, Republic of                6.8%            6.2%
Thailand                          5.8%            6.5%
South Africa                      5.6%           13.4%
Chile                             4.6%            4.9%
Argentina                         4.1%            3.8%
Taiwan                            3.0%           10.2%
Poland                            2.6%            0.6%
Turkey                            2.2%            1.6%
Portugal                          2.1%            2.4%
Israel                            2.0%            2.3%
Hungary                           1.3%            0.4%
Russia                            1.2%            0.0%
Croatia                           1.1%            0.0%
Egypt                             1.0%            0.0%
Czech Republic                    1.0%            1.5%
Greece                            0.8%            1.5%
Peru                              0.5%            1.3%
Mauritius                         0.3%            0.0%
Slovak Republic                   0.3%            0.0%
Cash & Other Assets               3.2%            0.0%
                           ---------------
Total                           100.0%
                           ---------------
                           ---------------
</TABLE>
 
<TABLE>
<CAPTION>
                 INVESTMENT BY INDUSTRY
<S>                                      <C>
INDUSTRY                                 % OF NET ASSETS
- --------------------------------------------------------
Capital Equipment                               7.2%
Consumer Durables                               6.6%
Consumer Non-durables                           6.3%
Energy                                         13.8%
Finance                                        13.7%
Materials                                      12.8%
Multi-Industry                                  8.0%
Retail                                          2.9%
Services                                       24.3%
Other                                           1.2%
Cash & Other Assets                             3.2%
                                         ---------------
Total                                         100.0%
                                         ---------------
                                         ---------------
</TABLE>

<TABLE>
<CAPTION>
                    TOP TEN HOLDINGS
<S>                                       <C>
SECURITY                                  % OF NET ASSETS
- ---------------------------------------------------------
Telecomunicacoes Brasileriras SA (Bz)*          3.4%
Philipine Long Distance Telephone Co.
  (Phl)                                         2.4%
Mahanagar Telephone Nigam (Ind)                 2.3%
Centrais Eletricas Brasileiras SA (Bz)          1.9%
Bharat Petroleum Corp. Ltd. (Ind)               1.7%
P.T. Kalbe Farma (Indo)                         1.6%
Anglo-American Corp. (S.Afr)                    1.6%
Compania Naviera Perez Companc SA (Arg)         1.6%
Korea Electric Power Corporation (Kor)          1.5%
United Communications Industry (Thai)           1.5%
                                          ---------------
Total                                          19.5%
                                          ---------------
                                          ---------------
* Includes Common and Preferred Stock
</TABLE>
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                                       8


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SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
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STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1996
 

<TABLE>
<S>                                                                      <C>
ASSETS:
         Investment in Schroder Emerging Markets Fund Institutional
           Portfolio (Portfolio) (cost $165,875,174) (Note 2)            $167,549,528
         Other receivables                                                      8,217
         Deferred organizational expense (Note 2)                              20,533
                                                                         ------------
 
                              Total Assets                                167,578,278
                                                                         ------------
LIABILITIES:
         Payables and accrued expenses                                          8,228
                                                                         ------------
 
                              Total Liabilities                                 8,228
                                                                         ------------
                              Net Assets                                 $167,570,050
                                                                         ------------
                                                                         ------------
NET ASSETS CONSIST OF:
         Paid-in capital (Note 5)                                        $172,444,826
         Undistributed net investment income                                  152,823
         Accumulated net realized loss on investments and foreign
           currency transactions                                           (6,701,953)
         Net unrealized appreciation of investments and foreign
           currency transactions                                            1,674,354
                                                                         ------------
                              Net Assets                                 $167,570,050
                                                                         ------------
                                                                         ------------
                              Net Asset Value per share
                                ($167,570,050 divided by
                                15,153,374 shares outstanding)                 $11.06
                                                                         ------------
                                                                         ------------
</TABLE>

 
    The accompanying notes are an integral part of the financial statements.
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                                       9
 

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SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
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STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 1996
 
<TABLE>
<S>                                                                        <C>
INVESTMENT INCOME ALLOCATED FROM SCHRODER EMERGING MARKETS FUND
    INSTITUTIONAL PORTFOLIO (PORTFOLIO):
         Dividend income (net of foreign withholding taxes of $142,824)    $ 1,908,010
         Interest income                                                       426,473
         Expenses                                                           (1,729,162)
                                                                           -----------
                              Net Investment Income from Schroder
                                 Emerging Markets Fund Institutional
                                 Portfolio (Portfolio)                         605,321
                                                                           -----------
EXPENSES:
         Administration fees (Note 3)                                          116,870
         Transfer agent fees and expenses (Note 3)                              13,916
         Accounting service fees (Note 3)                                       12,000
         Other professional fees                                                25,933
         Registration fees                                                      15,718
         Other                                                                   3,241
         Printing                                                               37,005
         Trustees fees and expenses                                              2,883
         Amortization of organizational costs (Note 2)                           6,000
                                                                           -----------
                              Total Expenses                                   233,566
         Fee waiver (Note 3)                                                   (53,602)
                                                                           -----------
                              Net Expenses                                     179,964
                                                                           -----------
 
NET INVESTMENT INCOME                                                          425,357
                                                                           -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY
    TRANSACTIONS ALLOCATED FROM SCHRODER EMERGING MARKETS FUND
    INSTITUTIONAL PORTFOLIO (PORTFOLIO):
         Net realized loss on investments                                   (6,542,420)
         Net realized loss on foreign currency transactions                   (216,622)
                                                                           -----------
                              Net realized loss on investments and
                                 foreign currency transactions              (6,759,042)
                                                                           -----------
         Net change in unrealized appreciation of investments                  607,803
         Net change in unrealized depreciation of foreign currency
           transactions                                                         (3,644)
                                                                           -----------
                              Net change in unrealized appreciation of
                                 investments and foreign currency
                                 transactions                                  604,159
                                                                           -----------
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS AND FOREIGN CURRENCY
    TRANSACTIONS                                                            (6,154,883)
                                                                           -----------
 
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS                       $(5,729,526)
                                                                           -----------
                                                                           -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
- --------------------------------------------------------------------------------
                                       10
 

<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
- --------------------------------------------------------------------------------
 
STATEMENTS OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                       FOR THE YEAR        FOR THE PERIOD
                                                          ENDED           MARCH 31, 1995 TO
                                                     OCTOBER 31, 1996     OCTOBER 31, 1995
                                                     ----------------    -------------------
<S>                                                  <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
         Net investment income                         $    425,357          $    49,989
         Net realized loss on investments and
           foreign currency transactions                 (6,759,042)            (178,203)
         Net change in unrealized appreciation of
           investments and foreign currency
           transactions                                     604,159            1,070,195
                                                     ----------------    -------------------
         Net increase (decrease) in net assets
           resulting from operations                     (5,729,526)             941,981
                                                     ----------------    -------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 2):
         Net investment income                             (102,592)                  --
                                                     ----------------    -------------------
NET INCREASE FROM CAPITAL SHARE TRANSACTIONS (NOTE
  5)                                                    154,978,912           17,481,275
                                                     ----------------    -------------------
INCREASE IN NET ASSETS                                  149,146,794           18,423,256
NET ASSETS:
         Beginning of period                             18,423,256                   --
                                                     ----------------    -------------------
         End of period                                 $167,570,050          $18,423,256
                                                     ----------------    -------------------
                                                     ----------------    -------------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
- --------------------------------------------------------------------------------
                                       11


<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
 
1. ORGANIZATION:
 
         SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (THE 'FUND'),
   which commenced operations on March 31, 1995, is a separately managed,
   non-diversified portfolio of Schroder Capital Funds (Delaware) (the 'Trust'),
   an open-end management investment company under the Investment Company Act of
   1940 (the 'Act'). On November 1, 1996, the Fund contributed substantially all
   its investable assets to the Schroder Emerging Markets Fund -- Institutional
   Portfolio (the 'Portfolio') in exchange for an interest in the Portfolio. The
   Fund currently seeks to achieve its investment objective by holding , as its
   only investment security, an interest in the Portfolio, a separate portfolio
   of a registered open-end management investment company having the same
   investment objective and policies as the Fund. The Fund's investment in the
   Portfolio is in the form of a non-transferable beneficial interest. As of the
   date of this report, the Fund is the only institutional investor that has
   invested in the Portfolio. The Portfolio may permit other investment
   companies or institutional investors to invest in it. All investors will
   invest on the same terms and conditions as the Fund and will pay a
   proportionate share of the Portfolio's expenses. The financial statements of
   the Portfolio, including the Schedule of Investments, are included elsewhere
   in this report and should be read in conjunction with the Fund's financial
   statements.
 
         On May 17, 1996, the Fund began offering two classes of shares
   ('Investor Shares' and 'Advisor Shares'). On May 17, 1996, all existing
   shares of the Fund were converted to Investor Shares. As of October 31, 1996,
   the Fund has not sold any Advisor Shares.
 
2. SIGNIFICANT ACCOUNTING POLICIES:
 
         The Fund's financial statements are prepared in accordance with
   generally accepted accounting principles based upon the following significant
   accounting policies. The preparation of financial statements in accordance
   with generally accepted accounting principles requires management to make
   estimates and assumptions that affect the reported amounts and disclosures in
   the financial statements. Actual results could differ from these estimates.
 
  SECURITY VALUATION
 
         The Fund records its investment in the Portfolio at value. Valuation of
   securities held by the Portfolio is discussed in the Portfolio Notes to the
   Financial Statements which are included elsewhere in this report.
 
  INVESTMENT INCOME AND EXPENSES
 
         The Fund records daily its prorata share of the Portfolio's income,
   expenses and realized and unrealized gain and loss. In addition, the Fund
   accrues its own expenses.
 
  ORGANIZATIONAL COSTS
 
         Cost  incurred  by the  Fund in  connection  with its  organization and
   initial registration are being  amortized on the straight  line basis over  a
   five year period.
 
  DISTRIBUTIONS TO SHAREHOLDERS
 
         Distributions to shareholders are recorded on the ex-dividend date.
   Income and capital gain distributions are determined in accordance with
   income tax regulations which may differ from generally accepted accounting
   principles. Permanent book and tax basis differences, such as passive foreign
   investment companies, relating to shareholder distributions will result in
   reclassifications to paid in capital and may affect the per share allocation
   between net investment income and realized and unrealized gain or loss.
   Undistributed net investment income and accumulated undistributed net
   realized gain or loss may include temporary book and tax basis differences
   that will reverse in a subsequent period. Any taxable income or gain
   remaining at fiscal year end is distributed in the following year.
 
- --------------------------------------------------------------------------------
                                       12
 

<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS  (CONTINUED)
 
3. RELATED PARTIES:
 
         The Fund currently invests all of its assets in the Portfolio, which
   retains Schroder Capital Management International Inc. ('SCMI') as investment
   adviser pursuant to an Investment Advisory Contract. SCMI manages the
   investment and reinvestment of the assets included in the Portfolio and
   continuously reviews, supervises and administers the Portfolio's investments.
   It is the responsibility of SCMI to make decisions relating to the
   Portfolio's investments and to place purchase and sale orders regarding such
   investments with brokers or dealers selected at its discretion. For its
   services as investment adviser to the Portfolio, SCMI receives a monthly fee
   equal on an annual basis to 1.00% of the average daily net assets of the
   Portfolio.
 
         The Fund may, at any time, withdraw its investment from the Portfolio
   if the Board of Trustees determines that it is in the best interests of the
   Fund and its shareholders to do so. Accordingly, the Fund has retained SCMI
   as its investment adviser to manage the Fund's assets in the event the Fund
   so withdraws its investment. SCMI will not receive an investment advisory fee
   with respect to the Fund so long as the Fund remains completely invested in
   the Portfolio or any other investment company.
 
         On behalf of the Fund , the Trust has entered into an Administrative
   Services Contract with Schroder Fund Advisors Inc. ('Schroder Advisors'). In
   addition, the Trust and Schroder Advisors have entered into a
   Sub-Administration Agreement with Forum Financial Services, Inc. ('Forum').
   Pursuant to their agreements, Schroder Advisors and Forum provide certain
   management and administrative services necessary to the Fund's operations
   other than the investment management and administrative services provided to
   the Fund by SCMI pursuant to the Investment Advisory Contract. For these
   services, Schroder Advisors receives from the Fund, a fee payable monthly at
   an annual rate of 0.10% of the average daily net assets of the Fund. Payment
   for Forum's services is made by Schroder Advisors and is not a separate
   expense of the Fund. Schroder Advisors and Forum provide similar services to
   the Portfolio, for which Schroder Advisors is separately compensated at an
   annual rate of 0.15% of the average daily net assets of the Portfolio, a
   portion of which Forum receives for its services with respect to the
   Portfolio. SCMI and Schroder Advisors have voluntarily undertaken to waive a
   portion of their fees and assume certain expenses of the Fund during the
   current fiscal year to the extent that total expenses exceed 1.60% of the
   Fund's average daily net assets attributable to Investor Shares. This
   undertaking cannot be withdrawn except by a majority vote of the Board of
   Trustees. For the year ended October 31, 1996, Schroder Advisors waived a
   portion of its fees totaling $53,602 with respect to the Fund.
 

         Forum Financial Corp. ('FFC') , an affiliate of Forum, performs
   portfolio accounting services for the Fund pursuant to a Fund Accounting
   Agreement with the Trust. 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 Act, calculates the net asset value per share of the
   Fund, calculates dividend and capital gain distributions and prepares
   periodic reports to the shareholders and the Securities and Exchange
   Commission. For its services, FFC receives from the Trust, with respect to
   the Fund, a fee of $12,000 per year.

 
         FFC is also the Fund's transfer agent and dividend disbursing agent and
   is compensated for those services by the Fund in the amount of $12,000 per
   year, plus certain shareholder account fees.
 
4. FEDERAL INCOME TAXES:
 
         As it is the Fund's policy to comply with requirements of the Internal
   Revenue Code applicable to regulated investment companies and to distribute
   all of its taxable income to its shareholders, no Federal income tax
   provision is required.
 
         As  of October 31, 1996, the Fund has capital loss carryovers available
   to offset future capital gains as follows:
 
<TABLE>
<S>                                                                                    <C>
Carryovers expire on October 31, 2003...............................................   $  159,533
Carryovers expire on October 31, 2004...............................................   $6,451,242
</TABLE>
 
- --------------------------------------------------------------------------------
                                       13
 

<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS  (CONTINUED)
 

5. CAPITAL SHARE TRANSACTIONS:

 
         The Fund is authorized under the Trust's Trust Instrument to issue an
   unlimited number of Investor Shares and Advisor Shares of beneficial interest
   without par value. At October 31, 1996, the Fund had issued only one class of
   shares, Investor Shares, of which there were 15,153,374 shares outstanding.
   Transactions in the Fund's capital shares for the year ended October 31, 1996
   and the period ended October 31, 1995 were as follows:
 

<TABLE>
<CAPTION>
                                                                                          Period from
                                                                                        March 31, 1995
                                                    Year Ended October 31,                    to
                                                             1996                      October 31, 1995
- ------------------------------------------------------------------------------------------------------------
                                                   Number                           Number
                                                     of                               of
                                                   Shares            Amount         Shares         Amount
- ------------------------------------------------------------------------------------------------------------
 
<S>                                              <C>              <C>              <C>           <C>
Shares sold                                      13,540,103       $156,323,036     1,733,324     $17,481,275
Shares issued for reinvestment of dividend and
  distribution                                        3,127             33,428            --              --
                                                 ----------       ------------     ---------     -----------
                                                 13,543,230        156,356,464     1,733,324      17,481,275
Shares redeemed                                    (123,180)        (1,377,552)           --              --
                                                 ----------       ------------     ---------     -----------
Net increase                                     13,420,050       $154,978,912     1,733,324     $17,481,275
                                                 ----------       ------------     ---------     -----------
                                                 ----------       ------------     ---------     -----------
</TABLE>

 

         Purchases and redemptions of Fund shares  are subjected to a fee  0.50%
   of   the  amount  invested  and  0.50%  of  the  net  asset  value  redeemed,
   respectively. These charges are designed  to cover the transaction costs  the
   Fund  incurs (either directly or indirectly as  a result of its investment in
   the Portfolio) as a result of  investments or the redemption of Fund  shares.
   These  charges,  which are  not a  sales charge,  are paid  to the  Fund, not
   Schroder Advisors or any  other entity. The purchase  fee for the year  ended
   October  31, 1996 and the period ended October 31, 1995 were $787,563 and $0,
   respectively. The redemption fee for the year ended October 31, 1996 and  the
   period  ended October 31, 1995 were $6,886 and $0, respectively. The purchase
   and redemption fees are included in the above shares sold and shares redeemed
   amounts, respectively, and are included as part of Paid in Capital.

 

6. CONCENTRATION OF RISK

 

         As described  in the  Portfolio's Notes  to Financial  Statements,  the
   Portfolio's  investments  in  countries with  limited  or  developing capital
   markets may involve greater risks than investments in more developed  markets
   and  the  prices of  such investments  may be  volatile. The  consequences of
   political, social or economic  changes in these  markets may have  disruptive
   effects on the market prices of the Portfolio's investments.

 
- --------------------------------------------------------------------------------
                                       14
 

<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS  (CONTINUED)
 

7. FINANCIAL HIGHLIGHTS:
    Selected per share data and ratios:

 

<TABLE>
<CAPTION>
                                                                             Year
                                                                            Ended          March 31, 1995(a)
                                                                         October 31,            Through
                                                                           1996(f)         October 31, 1995
- ------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                 <C>
Net Asset Value, Beginning of period                                        $10.63              $ 10.00
                                                                          --------             --------
Investment Operations:
    Net investment income                                                     0.02(d)              0.02
    Net realized and unrealized gain on investments                           0.43(e)              0.61
                                                                          --------             --------
Total from investment operations                                              0.45                 0.63
                                                                          --------             --------
Distributions to shareholders from net investment income                     (0.02)                  --
                                                                          --------             --------
Net Asset Value, End of period                                              $11.06              $ 10.63
                                                                          --------             --------
                                                                          --------             --------
Total Return(g)                                                               4.22%                6.30%
 
Ratios/Supplementary Data:
Net Assets, End of period (thousands)                                     $167,570              $18,423
Ratio of expenses to average net assets net of fee waivers                    1.60%(d)             1.58%(b)
Ratio of net investment income to average net assets net of fee
  waivers                                                                     0.36%(d)             0.46%(b)
Ratio of expenses to average net assets excluding fee waivers                 1.71%(d)             2.45%(b)
Ratio of net investment income (loss) to average net assets exclud-
  ing fee waivers                                                             0.25%(d)           (0.41)%(b)
Portfolio turnover rate(c)                                                      N/A               44.10%
</TABLE>

 
(a) Commencement of operations.
 
(b) Annualized.
 
(c) Portfolio turnover represents the rate of portfolio activity for the period
    while the Fund was making investments directly in securities. The portfolio
    turnover rate for the period since the Fund transferred substantially all of
    its investable assets to the Portfolio is shown in the Portfolio's financial
    statements which are included elsewhere in this report.
 
(d) Includes the Fund's proportionate share of income and expenses of the
    Portfolio.
 
(e) The amount shown for a share outstanding does not correspond with the
    aggregate net gain (loss) on investments for the period ended due to the
    timing of sales and repurchases of Fund shares in relation to fluctuating
    market values of the investments of the Fund
 
(f) On May 17, 1996, the Fund began offering two classes of shares Investor
    Shares and Advisor Shares, and all existing shares of the Fund were
    converted to Investor Shares.
 

(g) Total  return calculation does not include the purchase or redemption fee of
    0.50%, respectively.

 
                                 *    *    *    *
 
- --------------------------------------------------------------------------------
                                       15
 

<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS  (CONCLUDED)
 
  SPECIAL 1996 TAX INFORMATION (UNAUDITED)
 
         The Fund intends to elect to pass through the credit for taxes paid in
   foreign countries during its fiscal year ended October 31, 1996. In
   accordance with current tax laws, the foreign income and foreign tax per
   share (for a share outstanding October 31, 1996) is as follows:
<TABLE>
<CAPTION>
COUNTRY                   DIVIDENDS    FOREIGN TAX
- -----------------------   ---------    -----------
<S>                       <C>          <C>
Argentina                  $ 0.0053      $0.0000
Austria                      0.0015       0.0000
Brazil                       0.0325       0.0024
Chile                        0.0053       0.0004
China                        0.0037       0.0000
Czech Republic               0.0040       0.0006
Greece                       0.0038       0.0000
Hong Kong                    0.0041       0.0000
India                        0.0041       0.0004
Indonesia                    0.0088       0.0013
Korea, Republic of           0.0036       0.0004
Mauritius                    0.0003       0.0000
 
<CAPTION>
COUNTRY                   DIVIDENDS    FOREIGN TAX
- -----------------------   ---------    -----------
<S>                       <C>          <C>
Mexico                     $ 0.0130      $0.0000
Peru                         0.0008       0.0000
Philippines                  0.0049       0.0012
Poland                       0.0014       0.0002
Portugal                     0.0048       0.0008
Slovak Republic              0.0003       0.0000
South Africa                 0.0079       0.0000
Taiwan                       0.0004       0.0000
Thailand                     0.0156       0.0016
Turkey                       0.0085       0.0000
                          ---------    -----------
Total                      $ 0.1346      $0.0093
                          ---------    -----------
                          ---------    -----------
</TABLE>
 

         The pass through of foreign tax credit will affect only those
   shareholders of the Fund who are holders on the dividend record date in
   December 1996. The foreign taxes paid or withheld per share represent taxes
   incurred by the Fund on interest and dividends received by the Fund from
   foreign sources. Foreign taxes paid or withheld should be included in gross
   income for U.S. federal income tax purposes with an offsetting deduction from
   gross income or a credit for taxes paid to foreign governments. You should
   consult your tax counsel or other tax advisors regarding the appropriate
   treatment of foreign taxes paid. The allocation of foreign taxes will be
   reflected in your 1996 Form 1099-Div.

 
- --------------------------------------------------------------------------------
                                       16


<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
 

   To the Shareholders and Trustees of Schroder Emerging Markets
Fund -- Institutional Portfolio (the Fund):

 
         We have audited the accompanying statement of assets and liabilities of
   the Schroder Emerging Markets Fund -- Institutional Portfolio (a separately
   managed portfolio of Schroder Capital Funds (Delaware)), as of October 31,
   1996, and the related statement of operations for the year then ended, the
   statements of changes in net assets and the financial highlights for the year
   then ended and for the period March 31, 1995 (commencement of operations) to
   October 31, 1995. These financial statements and financial highlights are the
   responsibility of the Fund's management. Our responsibility is to express an
   opinion on these financial statements and financial highlights based on our
   audits.
 
         We conducted our audits in accordance with generally accepted auditing
   standards. Those standards require that we plan and perform the audit to
   obtain reasonable assurance about whether the financial statements and
   financial highlights are free of material misstatement. An audit includes
   examining, on a test basis, evidence supporting the amounts and disclosures
   in the financial statements. An audit also includes assessing the accounting
   principles used and significant estimates made by management, as well as
   evaluating the overall financial statement presentation. We believe that our
   audits provide a reasonable basis for our opinion.
 
         In our opinion, the financial statements and financial highlights
   referred to above present fairly, in all material respects, the financial
   position of the Schroder Emerging Markets Fund -- Institutional Portfolio as
   of October 31, 1996, the results of its operations for the year then ended,
   the changes in its net assets and financial highlights for the year ended
   October 31, 1996 and for the period March 31, 1995 (commencement of
   operations) to October 31, 1995, in conformity with generally accepted
   accounting principles.
 
                                         COOPERS & LYBRAND L.L.P.
 
Boston, Massachusetts
December 23, 1996
 
- --------------------------------------------------------------------------------
                                       17


<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
AS OF OCTOBER 31, 1996
             STOCKS AND WARRANTS  -  96.8%
 
<TABLE>
<CAPTION>
          SHARES                                 VALUE US$
          ------                                 ---------
     <S>          <C>                           <C>
                  ARGENTINA  -  4.1%
                  COMMON STOCK
         118,800  Banco Frances del Rin de
                   la Plata SA
                   Finance                      $  1,042,085
         310,600  CIADEA SA
                   Consumer Durables               1,382,447
         412,570  Compania Naviera Perez
                   Companc SA
                   Multi-Industry                  2,599,712
         112,710  Quilmes Industrial SA ADR
                   Consumer Non-Durables           1,183,455
         369,000  Telefonica de Argentina SA
                   Services                          845,180
                                                ------------
                                                   7,052,879
                                                ------------
                  BRAZIL  -  13.5%
                  COMMON STOCK
      13,530,000  Companhia Paulista de
                   Forca e Luz  -  CPFL*
                   Energy                          1,251,179
      30,383,000  Telecomunicacoes
                   Brasileiras
                   SA  -  Telebras
                   Services                        1,827,771
                  PREFERRED STOCK
     190,100,000  Banco Brasileiro de
                   Decontos SA
                   Finance                         1,628,425
      19,000,000  Banco Nacional SA(a)
                   Finance                                --
       9,641,000  Centrais Eletricas
                   Brasileiras
                   SA  -  Eletrobras
                   Energy                          3,143,907
         970,250  IKPC  -  Industrias Klabin
                   de Papel e Celulose SA
                   Materials                         953,911
       1,915,000  Itausa Investimentos Itau
                   SA
                   Multi-Industry                  1,528,571
       1,558,055  Multibras Eletrodomesticos
                   SA
                   Capital Equipment               2,532,806
      15,300,000  Petrol
                   Brasileiro  -  Petrobras
                   Energy                          1,958,480
          52,200  Telecomunicacoes
                   Brasileiras
                   SA  -  Telebras ADR
                   Services                        3,888,900
       8,616,000  Telecomunicacoes de Sao
                   Paulo SA  -  TELESP
                   Services                        1,576,763
      34,800,000  Uniao de Bancos Brasileiro
                   Finance                           965,444
   1,362,300,000  Usinas Siderurgicas de
                   Minas Gerais SA
                   Materials                       1,326,097
                                                ------------
                                                  22,582,254
                                                ------------
                  CHILE  -  4.6%
                  COMMON STOCK
          44,600  Administradora de Fondos
                   de Pensiones Provida SA
                   ADR
                   Materials                    $  1,036,950
         120,000  Banco Santander Chile ADR
                   Finance                         1,695,001
          12,500  Compania de
                   Telecomunicacion de Chile
                   SA ADR
                   Services                        1,232,814
          63,300  Maderas y Sinteticos
                   Sociedad Anonima SA ADR
                   Materials                         896,670
          20,700  Quimica y Minera Chile SA
                   ADR*
                   Materials                       1,190,250
          56,900  Santa Isabel SA ADR*
                   Retail                          1,600,314
                                                ------------
                                                   7,651,999
                                                ------------
                  CHINA, PEOPLES REPUBLIC OF  -  2.0%
                  COMMON STOCK
       2,440,000  Guangdong Electric Power
                   Company
                   Energy                          1,688,241
         121,000  Huaneng Power
                   International Inc. ADR*
                   Energy                          1,845,250
                                                ------------
                                                   3,533,491
                                                ------------
                  CROATIA  -  1.1%
                  COMMON STOCK
          38,000  Pliva DD GDR*
                   Consumer Durables               1,852,500
                                                ------------
                                                   1,852,500
                                                ------------
                  CZECH REPUBLIC  -  1.0%
                  COMMON STOCK
           9,400  SPT Telekom AS*
                   Services                        1,006,793
           3,052  Tabak AS
                   Consumer Non-Durables             726,667
                                                ------------
                                                   1,733,460
                                                ------------
                  EGYPT  -  1.0%
                  COMMON STOCK
         122,000  Commercial International
                   Bank GDR*
                   Finance                         1,769,000
                                                ------------
                                                   1,769,000
                                                ------------
</TABLE>
 
- --------------------------------------------------------------------------------
                                       18
 

<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS  (CONTINUED)
AS OF OCTOBER 31, 1996
<TABLE>
<CAPTION>
          SHARES                                 VALUE US$
          ------                                 ---------
     <S>         <C>                           <C>
                  GREECE  -  0.8%
                  COMMON STOCK
          40,050  Hellenic Bottling Company
                   SA
                   Consumer Non-Durables         $  1,290,631
                                                 ------------
                                                    1,290,631
                                                 ------------
                  HONG KONG  -  5.2%
                  COMMON STOCK
       1,340,000  China Resources Enterprise
                   Ltd.
                   Finance                          1,507,702
         251,000  Citic Pacific Ltd.
                   Multi-Industry                   1,220,542
       1,940,000  Cosco Pacific Ltd.
                   Multi-Industry                   1,856,627
       2,550,000  Guangdong Investments
                   Multi-Industry                   1,830,310
         850,000  Guangnan Holdings
                   Consumer Non-Durables              577,126
         685,000  New World Infrastructure*
                   Capital Equipment                1,705,347
                                                 ------------
                                                    8,697,654
                                                 ------------
                  HUNGARY  -  1.3%
                  COMMON STOCK
          29,200  Gedeon Richter RT
                   Consumer Durables                1,576,880
          16,600  Pannonplast RT
                   Services                           543,124
                                                 ------------
                                                    2,120,004
                                                 ------------
                  INDIA  -  7.4%
                  COMMON STOCK
         166,000  BSES Ltd.
                   Energy                             906,938
          54,000  BSES Ltd. GDR
                   Energy                           1,026,000
         175,000  Bharat Heavy Electricals
                   Ltd.
                   Capital Equipment                  904,494
         360,000  Bharat Petroleum
                   Energy                           2,897,698
         117,000  Crompton Greaves Ltd. GDR*
                   Capital Equipment                  507,195
          75,000  Industrial Credit &
                   Investment Corporation of
                   India Ltd.* GDR
                   Finance                            656,250
         591,000  Mahanagar Telephone Nigam
                   Ltd.
                   Services                         3,786,715
          48,000  Ranbaxy Laboratories Ltd.*
                   Consumer Durables                  842,697
          25,000  Videsh Sanchar Nigam Ltd.
                   Services                           793,539
                                                 ------------
                                                   12,321,526
                                                 ------------
                  INDONESIA  -  7.3%
                  COMMON STOCK
         856,177  PT Bank Internasional
                   Indonesia
                   Finance                       $  1,378,855
         332,000  PT Dankos Laboratories
                   Consumer Durables                  278,033
         304,000  PT Gudang Garam
                   Consumer Non-Durables            1,214,172
         468,000  PT Indocement Tunggal
                   Prakarsa
                   Capital Equipment                  708,482
         666,000  PT Indofoods Sukses Makmur
                   Consumer Non-Durables            1,401,503
          73,000  PT Indosat ADR
                   Services                         2,199,126
       2,330,000  PT Kalbe Farma
                   Consumer Durables                2,751,772
       1,500,000  PT Telekomunikasi Indonesia
                   Services                         2,238,565
                                                 ------------
                                                   12,170,508
                                                 ------------
                  ISRAEL  -  2.0%
                  COMMON STOCK
          88,290  Osem Investment Ltd.*
                   Consumer Non-Durables              467,296
          15,840  Supersol Ltd.*
                   Services                           354,287
          55,000  Tadiran Telecommunications
                   Ltd.*
                   Services                         1,265,000
          30,700  Teva Pharmaceutical ADR
                   Consumer Durables                1,285,563
                                                 ------------
                                                    3,372,146
                                                 ------------
                  KOREA, REPUBLIC OF  -  6.8%
                  COMMON STOCK
          14,000  Kookmin Bank GDR
                   Finance                            296,100
          87,010  Korea Electric Power
                   Corporation
                   Energy                           2,556,487
           1,689  Korea Mobile
                   Telecommunications(a)
                   Services                         1,732,296
          66,880  Korean Air(a)
                   Services                         1,357,411
          10,000  L.G. Information and
                   Communication Ltd.
                   Services                         1,015,658
           2,282  L.G. Information and
                   Communication Ltd. New
                   Shares*
                   Services                           220,737
</TABLE>
 
- --------------------------------------------------------------------------------
                                       19
 

<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS  (CONTINUED)
AS OF OCTOBER 31, 1996
<TABLE>
<CAPTION>
          SHARES                                 VALUE US$
          ------                                 ---------
     <S>         <C>                           <C>
                  KOREA, REPUBLIC OF (CONCLUDED)
          15,000  Pohang Iron & Steel Company
                   Ltd.(a)
                   Materials                     $    973,262
          11,554  Samsung Electronics Company
                   Consumer Durables                  819,782
           3,482  Samsung Electronics Company
                   1st New*
                   Consumer Durables                  240,251
         107,000  Shinhan Bank(a)
                   Finance                          2,125,058
                                                 ------------
                                                   11,337,042
                                                 ------------
                  MAURITIUS  -  0.3%
                  COMMON STOCK
       1,340,000  State Bank of Mauritius
                   Ltd.
                   Finance                            564,901
                                                 ------------
                                                      564,901
                                                 ------------
                  MEXICO  -  8.3%
                  COMMON STOCK
          97,500  Bufete Industrial SA ADR*
                   Capital Equipment                1,584,375
         721,720  Cemex SA de CV
                   Materials                        2,399,794
         905,000  Cifra SA de CV*
                   Services                         1,156,528
         448,000  Consorcio ARA SA
                   Finance                            959,794
         246,300  Corporacion Industrial
                   Sanluis SA de CV
                   Capital Equipment                1,277,353
         391,000  Fomento Economico Mexicano
                   SA de CV
                   Consumer Non-Durables            1,176,411
         174,400  Grupo Carso SA de CV
                   Services                           784,378
         352,000  Industrias Penoles
                   Materials                        1,397,537
          51,500  Kimberly-Clark de Mexico SA
                   de CV
                   Consumer Non-Durables              978,895
          32,600  Telefonos de Mexico SA ADS
                   Services                           994,300
         102,600  Tubos de Acero de Mexico SA
                   ADR*
                   Capital Equipment                1,140,862
                                                 ------------
                                                   13,850,227
                                                 ------------
                  PERU  -  0.5%
                  COMMON STOCK
          37,900  CPT Telefonica del Peru SA
                   ADS
                   Services                           781,688
                                                 ------------
                                                      781,688
                                                 ------------
                  PHILIPPINES  -  6.8%
                  COMMON STOCK
       1,696,875  Ayala Land Inc.
                   Finance                       $  1,807,932
         624,000  Fil-Estate Land Inc.
                   Finance                            581,735
         277,350  Manila Electric Company 'B'
                   Shares
                   Energy                           2,036,854
          73,750  Metropolitan Bank & Trust
                   Company
                   Finance                          1,627,663
          67,000  Philippine Long Distance
                   Telephone Company
                   Services                         4,015,412
         263,700  Pilipino Telephone
                   Corporation*
                   Services                           233,296
       1,644,880  SM Prime Holdings
                   Finance                            350,506
       7,801,600  Southeast Asia Cement
                   Holdings Inc.
                   Materials                          742,160
                                                 ------------
                                                   11,395,558
                                                 ------------
                  POLAND  -  2.6%
                  COMMON STOCK
         239,000  Bydgoska Fabryka Kabli SA
                   Capital Equipment                1,666,452
          24,200  Gorazdze
                   Materials                          641,373
          48,850  Krosno SA
                   Materials                          921,042
          15,601  Zaklady Metali Lekkich
                   Kety*
                   Materials                        1,165,496
                                                 ------------
                                                    4,394,363
                                                 ------------
                  PORTUGAL  -  2.1%
                  COMMON STOCK
          17,950  Estabelecimentos Jeronimo
                   Martins & Filho
                   Retail                           1,638,111
         122,050  Semapa  -  Sociedade de
                   Investimento e Gestao SGPS
                   SA
                   Materials                        1,827,119
                                                 ------------
                                                    3,465,230
                                                 ------------
                  RUSSIA  -  1.2%
                  COMMON STOCK
         104,000  Gazprom ADR*
                   Energy                           1,950,000
                                                 ------------
                                                    1,950,000
                                                 ------------
</TABLE>
 
- --------------------------------------------------------------------------------
                                       20
 

<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS  (CONCLUDED)
AS OF OCTOBER 31, 1996
<TABLE>
<CAPTION>
          SHARES                                 VALUE US$
          ------                                 ---------
     <S>         <C>                           <C>
                  SLOVAK REPUBLIC  -  0.3%
                  COMMON STOCK
           9,076  Nafta Gbely AS
                   Energy                        $    552,582
                                                 ------------
                                                      552,582
                                                 ------------
                  SOUTH AFRICA  -  5.6%
                  COMMON STOCK
          43,800  Anglo American Corporation
                   of South Africa Ltd.
                   Multi-Industry                   2,634,254
         199,000  Barlow Ltd.
                   Multi-Industry                   1,734,306
         444,000  Nampak Ltd.
                   Materials                        1,750,266
         250,000  Primedia Ltd.
                   Services                           894,950
          61,555  South African Breweries
                   Ltd.
                   Consumer Non-Durables            1,600,193
         448,249  Waltons Stationary Company
                   Ltd.
                   Services                           754,564
                                                 ------------
                                                    9,368,533
                                                 ------------
                  TAIWAN  -  3.0%
                  COMMON STOCK
          55,000  Asia Cement Corporation GDS
                   Materials                        1,100,000
         104,000  China Steel Corporation GDS
                   Materials                        1,988,480
         125,000  ROC Taiwan Fund*
                   Other                            1,218,750
          36,000  Taiwan Fund Inc.
                   Other                              769,500
                                                 ------------
                                                    5,076,730
                                                 ------------
                  THAILAND  -  5.8%
                  COMMON STOCK
         102,000  Bangkok Bank Public Company
                   Ltd.
                   Finance                          1,087,787
         452,000  Electricity Generating
                   Public Company Ltd.
                   Energy                           1,311,430
         158,500  Krung Thai Bank Public
                   Company Ltd.
                   Finance                            428,798
         209,000  Land & House Public Company
                   Ltd.
                   Finance                          1,737,226
                  THAILAND (CONCLUDED)
         130,500  Siam Makro Public Company
                   Ltd.(a)
                   Services                      $    547,481
          94,000  Thai Farmers Bank Public
                   Company Ltd.
                   Finance                            718,683
         193,800  Total Access Communication
                   Public Company Ltd.
                   Services                         1,337,220
         305,000  United Communication
                   Industry
                   Services                         2,535,189
                  WARRANTS
          11,750  Thai Farmers Bank Public
                   Company Ltd.*(a)
                   Finance                             11,517
                                                 ------------
                                                    9,715,331
                                                 ------------
                  TURKEY  -  2.2%
                  COMMON STOCK
      19,912,920  Adana Cimento Sanayii
                   Materials                        1,096,162
       1,685,800  Migros Turk
                   Retail                           1,698,406
       3,623,720  Netas Telekomunik
                   Services                           875,070
                                                 ------------
                                                    3,669,638
                                                 ------------
       PAR
      -----
                  REPURCHASE AGREEMENTS  -
                    6.6%
     $11,000,000  Chase Securities, Inc.,
                   5.47%,
                   due 11/1/96,
                   to be repurchased at
                   $11,001,671.39.
                   Collateralized by
                   $11,000,000 U.S. Treasury
                   Notes, 7.50% due 1/31/97.       11,000,000
                                                 ------------
                  Total investments 103.4%
                  (cost $171,590,943)             173,269,875
                  Other Assets Less
                   Liabilities (3.4%)              (5,720,347)
                                                 ------------
                  Total Net Assets 100%          $167,549,528
                                                 ------------
                                                 ------------
</TABLE>
 
* Non-income producing security.
 
(a) Valued pursuant to methodology approved by the Board of Trustees.
 
ADR  -  American Depositary Receipts
 
GDR  -  Global Depositary Receipts
 
    The accompanying notes are an integral part of the financial statements.
- --------------------------------------------------------------------------------
                                       21


<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
- --------------------------------------------------------------------------------
 
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1996
 
<TABLE>
<S>                                                                      <C>
ASSETS:
         Investments, at value (cost $171,590,943) (Note 2)              $173,269,875
         Cash                                                               4,145,240
         Receivable for investments sold                                      999,264
         Receivable for dividends and interest                                256,140
         Deferred organizational expense (Note 2)                               9,894
                                                                         ------------
 
                              Total Assets                                178,680,413
                                                                         ------------
LIABILITIES:
         Payable for investments purchased                                 10,893,946
         Accrued investment advisory and administration fees (Note 4)         118,215
         Other payables and accrued expenses                                  118,724
                                                                         ------------
 
                              Total Liabilities                            11,130,885
                                                                         ------------
 
                              Net Assets                                 $167,549,528
                                                                         ------------
                                                                         ------------
NET ASSETS CONSIST OF:
         Investor's capital                                              $165,875,174
         Net unrealized appreciation of investments and foreign
           currency transactions                                            1,674,354
                                                                         ------------
 
                              Net Assets                                 $167,549,528
                                                                         ------------
                                                                         ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
- --------------------------------------------------------------------------------
                                       22
 

<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
- --------------------------------------------------------------------------------
 
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 1996
 
<TABLE>
<S>                                                                        <C>
INVESTMENT INCOME:
         Dividend income (net of foreign withholding taxes of $142,824)    $ 1,908,010
         Interest income                                                       426,473
                                                                           -----------
                              Total Investment Income                        2,334,483
                                                                           -----------
EXPENSES:
         Investment advisory fees (Note 4)                                   1,166,884
         Administration fees (Note 4)                                          175,033
         Transfer agent fees and expenses (Note 4)                              12,028
         Custodian fees                                                        276,450
         Accounting service fees (Note 4)                                       61,000
         Other professional fees                                                39,235
         Other                                                                  60,362
         Amortization of organizational costs (Note 2)                           2,473
                                                                           -----------
                              Total Expenses                                 1,793,465
         Fee waivers (Note 4)                                                  (64,303)
                                                                           -----------
                              Net Expenses                                   1,729,162
                                                                           -----------
 
NET INVESTMENT INCOME                                                          605,321
                                                                           -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY
  TRANSACTIONS:
         Net realized loss on investments                                   (6,542,420)
         Net realized loss on foreign currency transactions                   (216,622)
                                                                           -----------
                              Net realized loss on investments and
                                 foreign currency transactions              (6,759,042)
                                                                           -----------
         Net change in unrealized appreciation of investments                1,678,932
         Net change in unrealized depreciation of foreign currency
           transactions                                                         (4,578)
                                                                           -----------
                              Net change in unrealized appreciation of
                                 investments and foreign currency
                                 transactions                                1,674,354
                                                                           -----------
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS AND FOREIGN CURRENCY
  TRANSACTIONS                                                              (5,084,688)
                                                                           -----------
 
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS                       $(4,479,367)
                                                                           -----------
                                                                           -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
- --------------------------------------------------------------------------------
                                       23
 

<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
- --------------------------------------------------------------------------------
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                                             FOR THE YEAR
                                                                                ENDED
                                                                           OCTOBER 31, 1996
                                                                           ----------------
<S>                                                                        <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
         Net investment income                                               $    605,321
         Net realized loss on investments and foreign currency
           transactions                                                        (6,759,042)
         Net change in unrealized appreciation of investments and
           foreign currency transactions                                        1,674,354
                                                                           ----------------
         Net decrease in net assets resulting from operations                  (4,479,367)
                                                                           ----------------
TRANSACTIONS IN INVESTORS' BENEFICIAL INTERESTS
         Contributions                                                        173,679,036
         Withdrawals                                                           (1,650,141)
                                                                           ----------------
         Net Transactions in Investors' Beneficial Interests                  172,028,895
                                                                           ----------------
INCREASE IN NET ASSETS                                                        167,549,528
NET ASSETS:
         Beginning of period                                                           --
                                                                           ----------------
         End of period                                                       $167,549,528
                                                                           ----------------
                                                                           ----------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
- --------------------------------------------------------------------------------
                                       24


<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
 
1. ORGANIZATION:
 
         SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO (THE
   'PORTFOLIO') is a separately managed, non-diversed portfolio of Schroder
   Capital Funds, a registered open-end management investment company. The
   Portfolio invests in securities of issuers domiciled or doing business in
   emerging market countries in regions such as Southeast Asia, Latin America,
   and Eastern and Southern Europe, which may subject it to risks not normally
   associated with investing in securities of United States corporations.
 
2. SIGNIFICANT ACCOUNTING POLICIES:
 
         The Portfolio's financial statements are prepared in accordance with
   generally accepted accounting principles based upon the following significant
   accounting policies. The preparation of financial statements in accordance
   with generally accepted accounting principles requires management to make
   estimates and assumptions that affect the reported amounts and disclosures in
   the financial statements. Actual results could differ from those estimates.
 
  SECURITY VALUATION
 

         Portfolio securities listed on the recognized stock exchanges are
   valued at the last reported sale price on the exchange on which the
   securities are principally traded. Listed securities traded on recognized
   stock exchanges where last sale prices are not available are valued at
   mid-market prices. Securities traded in over-the-counter markets, or listed
   securities for which no sale is reported on the valuation date, are valued at
   the most recent reported 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 of Trustees. Board valued
   securities represented approximately 3.9% of the total investments.

 
  SECURITY TRANSACTIONS AND INVESTMENT INCOME
 
         Investment transactions are accounted for on the trade date. Dividend
   income is recorded on the ex-dividend date or upon receipt of notification of
   the dividend and verification of its effective date. Interest income,
   including amortization of discount or premium, is recorded as earned.
   Identified cost of investments sold is used to determine gains and losses for
   both financial statement and Federal income tax purposes. Foreign dividend
   and interest income amounts and realized capital gains and losses are
   converted to U.S. dollar equivalents using foreign exchange rates in effect
   at the date of the transactions.
 
         Foreign currency amounts are translated into U.S. dollars at the mean
   of the bid and asked prices of such currencies against U.S. dollars as
   follows: assets and liabilities at the rate of exchange at the end of the
   respective period, purchases and sales of securities and income and expenses
   at the rate of exchange prevailing on the dates of such transactions. The
   portion of the results of operations arising from changes in the exchange
   rates and the portion due to fluctuations arising from changes in the market
   prices of securities is not isolated. Such fluctuations are included with the
   net realized and unrealized gain or loss on investments.
 
         The Portfolio may enter into forward contracts to purchase or sell
   foreign currencies to protect against the effect on the U.S. dollar value of
   the underlying portfolio of possible adverse movements in foreign exchange
   rates. Risks associated with such contracts include the movement in value of
   the foreign currency relative to the U.S. dollar and the ability of the
   counterparty to perform. Fluctuations in the value of such contracts are
   recorded as unrealized gain or loss; realized gain or loss includes net gain
   or loss on contracts which have terminated by settlement or by the Portfolio
   entering into offsetting commitments.
 
- --------------------------------------------------------------------------------
                                       25
 

<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS  (CONTINUED)
 
  REPURCHASE AGREEMENTS
 
         The Portfolio may invest in repurchase agreements. The Portfolio,
   through its custodian, receives delivery of the underlying securities, whose
   market value must always equal or exceed the repurchase price. The investment
   adviser (SCMI) is responsible for determining the value of the underlying
   securities at all times. In the event of default, the Portfolio may have
   difficulties with the disposition of such securities.
 
  ORGANIZATIONAL COSTS
 
         Costs incurred by the Portfolio in connection with its organization and
   initial registration are being amortized on a straight line basis over a
   five-year period.
 
3. PURCHASES AND SALES OF SECURITIES:
 
         The cost of securities purchased and the proceeds from sales (including
   maturities) of securities (excluding short-term investments) for the year
   ended October 31, 1996, aggregated $199,252,488 and $116,371,686
   respectively.
 
         For Federal income tax purposes, the tax basis of investment securities
   owned at October 31, 1996 was $171,690,684. The aggregate gross unrealized
   appreciation for all securities in which there was an excess of market value
   over tax cost was $36,693,487 and aggregate gross unrealized depreciation for
   all securities in which there was an excess of tax cost over market value was
   $35,114,296.
 
4. RELATED PARTIES:
 
         For the year ended October 31, 1996, remunerations to related parties
   were paid or accrued in the following amounts:
 
<TABLE>
<CAPTION>
                                                             EARNED      WAIVED        NET
                                                           ----------    -------    ----------
 
<S>                                                        <C>           <C>        <C>
Schroder Capital Management International Inc.
  (Investment Adviser)                                     $1,166,884    $51,560    $1,115,324
Schroder Fund Advisors Inc.
  (Administrator)                                             175,033     12,743       162,290
Forum Financial Corp.
  (Fund Accountant and Transfer Agent)                         73,028         --        73,028
</TABLE>
 
         The Portfolio retains Schroder Capital Management International Inc.
   ('SCMI') to act as investment adviser pursuant to an Investment Advisory
   Contract. SCMI manages the investment and reinvestment of the assets included
   in the Portfolio and continuously reviews, supervises and administers the
   Portfolio's investments. It is the responsibility of SCMI to make decisions
   relating to the Portfolio's investments and to place purchase and sale orders
   regarding such investments with brokers or dealers selected at its
   discretion. For its services as investment adviser to the Portfolio, SCMI is
   entitled to receive a monthly fee equal on an annual basis to 1.00% of the
   average daily net assets of the Portfolio.
 
         The Portfolio has entered into an Administrative Services Contract with
   Schroder Fund Advisors Inc. ('Schroder Advisors'). In addition, the
   Portfolio and Schroder Advisors have entered into a Sub-Administration
   Agreement with Forum Financial Services, Inc. ('Forum'). Pursuant to their
   agreements, Schroder Advisors and Forum provide certain management and
   administrative services necessary to the Portfolio's operations other than
   the investment management and administrative services provided to the
   Portfolio by SCMI pursuant to the Investment Advisory Contract. Schroder
   Advisors is entitled to compensation for these services at an annual rate of
   0.15% of the average daily net assets of the Portfolio, a portion of which
   Forum receives for its services
 
- --------------------------------------------------------------------------------
                                       26
 

<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS  (CONCLUDED)
   with respect to the Portfolio. SCMI and Schroder Advisors have voluntarily
   undertaken to waive a portion of their fees and assume certain expenses of
   the Fund during the fiscal year.
 
         Forum Financial Corp. ('FFC') , an affiliate of Forum, performs
   portfolio accounting services for the Portfolio pursuant to a Fund Accounting
   Agreement with Schroder Capital Funds. For its services, FFC receives a fee
   of $60,000 per year plus additional surcharges based upon total assets or
   security positions.
 
         FFC is also the Portfolio's transfer agent pursuant to a Transfer
   Agency Agreement between Schroder Capital Funds and FFC. FFC is entitled to
   compensation for those services in the amount of $12,000 per year, plus
   certain interestholder account fees.
 
5. FEDERAL INCOME TAXES:
 
         The Portfolio is not required to pay Federal income taxes on its net
   investment income and capital gain, as it is treated as a partnership for
   Federal income tax purposes. All interest, dividends, gain and loss of the
   Portfolio are deemed to have been 'passed through' to the partners in
   proportion to their holdings of the Portfolio regardless of whether such
   interest dividends or gains have been distributed by the Portfolio.
 
6. CONCENTRATION OF RISK
 
         The Portfolio's investments in countries with limited or developing
   capital markets may involve greater risks than investments in more developed
   markets and the prices of such investments may be volatile. The consequences
   of political, social or economic changes in these markets may have disruptive
   effects on the market prices of the Portfolio's investments.
 
7. FINANCIAL HIGHLIGHTS:
 
         Portfolio performance for the year ended October 31, 1996.
 
<TABLE>
<S>                                                                                      <C>
Ratio of expenses to average net assets net of fee waivers                                  1.45%
Ratio of net investment income to average net assets net of fee waivers                     0.52%
Ratio of expenses to average net assets excluding fee waivers                               1.51%
Ratio of net investment income to average nets excluding fee waivers                        0.46%
Portfolio turnover rate                                                                   102.70%
Average brokerage commission per share (a)                                                $0.0008
</TABLE>
 
- ------------
 
(a) Amount represents the average commission per share paid to brokers on the
    purchase and sale of portfolio securities.
 
- --------------------------------------------------------------------------------
                                       27


<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND -- INSTITUTIONAL PORTFOLIO
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
 

   To the Investors and Trustees of Schroder Emerging Markets
Fund -- Institutional Portfolio (the Portfolio):

 
         We have audited the accompanying statement of assets and liabilities of
   the Schroder Emerging Markets Fund -- Institutional Portfolio (a separate
   portfolio of Schroder Capital Funds), including the schedule of investments,
   as of October 31, 1996, and the related statement of operations, the
   statements of changes in net assets and the financial highlights for the year
   then ended. These financial statements and financial highlights are the
   responsibility of the Portfolio's management. Our responsibility is to
   express an opinion on these financial statements and financial highlights
   based on our audits.
 
         We conducted our audits in accordance with generally accepted auditing
   standards. Those standards require that we plan and perform the audit to
   obtain reasonable assurance about whether the financial statements and
   financial highlights are free of material misstatement. An audit includes
   examining, on a test basis, evidence supporting the amounts and disclosures
   in the financial statements. Our procedures included confirmation of
   securities owned as of October 31, 1996 by correspondence with the custodian
   and brokers. An audit also includes assessing the accounting principles used
   and significant estimates made by management, as well as evaluating the
   overall financial statement presentation. We believe that our audits provide
   a reasonable basis for our opinion.
 
         In our opinion, the financial statements and financial highlights
   referred to above present fairly, in all material respects, the financial
   position of the Schroder Emerging Markets Fund -- Institutional Portfolio as
   of October 31, 1996, the results of its operations, the changes in its net
   assets and financial highlights for the year then ended, in conformity with
   generally accepted accounting principles.
 
                                         COOPERS & LYBRAND L.L.P.
 
Boston, Massachusetts
December 23, 1996
 
- --------------------------------------------------------------------------------
                                       28
 

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

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<PAGE>
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- --------------------------------------------------------------------------------


<PAGE>
<PAGE>

TRUSTEES
 
Laura E. Luckyn-Malone
 
Hermann C. Schwab
 
Peter E. Guernsey
 
Ralph E. Hansmann (Honorary)
 
John I. Howell
 
Clarence F. Michalis
 
Mark J. Smith
 
OFFICERS
 
Hermann C. Schwab
  Chairman of the Board
 
Laura E. Luckyn-Malone
  President
 
John Troiano
  Vice President
 
Mark J. Smith
  Vice President
 
Robert G. Davy
  Vice President
 
Richard Foulkes
  Vice President
 
Fariba Talebi
  Vice President
 
Ira L. Unschuld
  Vice President
 
John Y. Keffer
  Vice President
 
Catherine A. Mazza
  Vice President
 
Jane Lucas
  Vice President
 
Robert Jackowitz
  Treasurer
 
Margaret H. Douglas-Hamilton
  Secretary
 
Thomas G. Sheehan
  Assistant Treasurer
  Assistant Secretary
 
David I. Goldstein
  Assistant Treasurer
  Assistant Secretary
 
Gerardo Machado
  Assistant Secretary
 
Barbara Gottlieb
  Assistant Secretary
 
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     INVESTMENT ADVISER
 
     Schroder Capital Management International Inc.
     787 Seventh Avenue
     New York, New York 10019
 
     ADMINISTRATOR & DISTRIBUTOR
 
     Schroder Fund Advisors Inc.
     787 Seventh Avenue
     New York, New York 10019
 
     CUSTODIAN
 
     The Chase Manhattan Bank, N.A.
     Global Custody Division
     Woolgate House, Coleman Street
     London EC2P 2HD, United Kingdom
 
     TRANSFER AND DIVIDEND
     DISBURSING AGENT
 
     Forum Financial Corp.
     Two Portland Square
     Portland, Maine 04101
 
     COUNSEL
 
     Jacobs Persinger & Parker
     77 Water Street
     New York, New York 10005
 
     INDEPENDENT AUDITORS
 
     Coopers & Lybrand L.L.P.
     One Post Office Square
     Boston, Massachusetts 02109
 
     This report is for the information of the shareholders
     of the Schroder Emerging Markets Fund -- Institutional
     Portfolio. Its use in connection with any offering of the
     Fund's shares is authorized only in case of a concurrent or
     prior delivery of the Fund's current prospectus.
 
            [Logo]
 
 

            Schroder
            Emerging
            Markets Fund --
            Institutional
            Portfolio
 
            ANNUAL REPORT
 
            October 31, 1996
 
            Schroder Capital Funds
               (Delaware)

 


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