SCHRODER CAPITAL FUNDS /DELAWARE/
497, 1997-01-06
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SCHRODER U.S. EQUITY FUND
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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  primary investment  objective of  the Fund  is to  seek growth  of capital.
Income, while a  factor in portfolio  selection, is secondary  to the  principal
objective.
 
INVESTMENT 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. The Schroder Group has been managing investment portfolios
since the early years of this century. At 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.
 
                                                               December 22, 1996
 
Dear Shareholder:
 
     The Schroder U.S. Equity Fund registered a total return of 19.5% in the
fiscal year ended October 31, 1996, compared with a 24.0% increase recorded by
the S&P 500 Index'r'. On October 31 the Fund's total net assets were
$17,186,636. Although the Fund underperformed the S&P 500 average for the fiscal
year, it did outperform the Lipper Growth Average, which rose only 18.5%. Over
the 5 and 10 year periods, the Fund produced annualized returns of 14.1% and
12.6% respectively while the S&P 500 average was 15.5% and 14.6% and the Lipper
Growth Average returned 13.4% and 12.8%.
 
     As we look at the U.S. economic situation, we see no serious threat to the
current expansion. Imbalances such as significant inflation pressures and/or
excessive debt that normally herald recessions are absent. Real GDP growth is
forecast at about 2.5% in 1997 (Q4/Q4), and the consumer price index is
projected to advance by 3.4%. Nonetheless, there are likely to be some
challenges ahead.
 
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SCHRODER U.S. EQUITY FUND
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     Capacity constraints are becoming evident in the labor market, and
employment costs are beginning to edge higher. We believe foreign demand for
U.S. products ought to strengthen in 1997 as Western Europe and Japan recover,
and this will further strain domestic resources. The Federal Reserve may begin
tightening monetary policy sometime in the first half of 1997, although the lack
of a pronounced inflation threat ought to keep the adjustment a modest one. We
strongly believe that the secular trend for both interest rates and inflation
remains downward, driven by demographic factors which will constrain nominal
growth and boost productivity. Furthermore, we expect this to cap any cyclical
increases in inflation and interest rates and will also act as a solid basis of
long run support for U.S. financial markets.
 
We thank you for your continued support and interest in the Fund.
 
Sincerely,
 
/s/ Hermann C. Schwab                                      /s/ Jane P. Lucas
Hermann C. Schwab                                          Jane P. Lucas
Chairman                                                   Portfolio Manager
 
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                                       2
 

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SCHRODER U.S. EQUITY FUND
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MANAGEMENT'S DISCUSSION AND ANALYSIS (AS OF OCTOBER 31, 1996)
 
     Stock  market  performance  has  been strong  throughout  the  fiscal year,
evidencing little overall volatility. In this environment, the Fund has remained
consistently over 95% invested, and ends the fiscal year with 2.6% cash.
 
     Our strategy has been based on the belief that economic fundamentals remain
sound in the  U.S., and  on the  expectation of  steady growth  with a  moderate
upturn  in inflation in 1997. We do expect the next move in interest rates to be
a moderate increase, but see  no immediate pressure for  a rise. We also  expect
rising  costs to squeeze profit margins, and  expect only a single digit rate of
growth in earnings next year. Hence, we continue to seek out companies likely to
sustain above average growth rates and have identified considerable potential in
certain capital goods sectors, particularly aerospace. We also see potential for
companies  with  significant  international  exposure  to  produce  better  than
expected  earnings  next year  as  overseas economies  recover.  Many technology
companies fall into this category.  On the negative side  of the ledger, we  are
concerned  that fairly high debt  levels and, in the  short term, higher heating
oil costs could restrain consumer demand and are therefore underweight  consumer
cyclicals.
 
     These are the themes likely to be pursued by the Fund in the coming months.
The  healthcare sector, in  which the Fund is  well-represented, has been strong
recently and some of  the leading pharmaceutical and  hospital supply names  are
beginning to look fairly richly valued; we will evaluate opportunities to switch
to  some of  the laggard names  within the  group. We remain  underweight in the
basic industry sector, holding only special situations, because we do not expect
sufficiently robust  worldwide demand  to redress  the supply/demand  imbalances
affecting industries in this sector such as paper products and metals.
 
     Our overall strategy will remain focused on the merits of individual stocks
with these broad themes, and in particular, on those where we have a high degree
of  confidence  in future  earnings. Examples  of stocks  we believe  offer this
potential include the following.
 
     McDonnell  Douglas  Corp.  is  an  aerospace  manufacturer  whose   defense
businesses have the scope to grow internationally, while its commercial business
should  experience  rising  demand and  improving  profitability  as development
spending on new planes runs down. The company has excellent cash flow and  above
average earnings growth forecast in 1997.
 
     Another example is Sungard Data Systems, Inc. Sungard has two main business
areas   -- processing and  data record keeping for  financial services and asset
management companies, and the provision  of disaster recovery `hot sites'.  Both
are experiencing accelerating demand and generate high repeat revenue leading to
good earnings visibility.
 
     In  addition, we believe international growth  potential is very strong for
Viacom, Inc., a leading global entertainment company with interests primarily in
cable programming  (MTV,  Nickelodeon),  Blockbuster  video  rental  stores  and
Paramount  films. Blockbuster has  had disappointing sales  trends but these now
appear more than adequately reflected in the share price.
 
PORTFOLIO MANAGER Q & A
WHAT IS THE OUTLOOK FOR TECHNOLOGY STOCKS?
 
     While many technology stocks have  tended to rise and  fall as a group,  in
management's opinion there are very clear differences in the status of different
companies.   We  believe  that  certain   hardware  segments  of  the  industry,
particularly memory  semiconductor chips,  are now  essentially commodities  and
driven most by worldwide supply and demand. Other areas, such as networking, are
still enjoying accelerating demand and are fields in which companies can clearly
differentiate  their product  and add value.  Cisco Systems Inc.  falls into the
latter category, as does Seagate  Technology, Inc., the leading manufacturer  of
storage  media. The valuations of these stocks tend to be higher but so do their
long term growth rates.
 
DO `MOMENTUM' STOCKS HAVE A ROLE IN THE PORTFOLIO?
 
     We do not  believe that  momentum, by  which we  mean a  recent upsurge  in
sponsorship  and  price,  is necessarily  a  bad characteristic  in  a security,
provided it remains  clearly linked to  valuation. Improving fundamentals  which
lead  to a  higher stock  valuation from  a reasonable  base create  the kind of
momentum that  is  desirable. A  company  such  as James  River  Corporation  of
Virginia,   a  paper  manufacturer  undergoing  considerable  restructuring  and
focusing on improving  its consumer brands  is a  good example of  this type  of
situation  currently;  earnings  are exceeding  expectations  and  estimates are
rising. We  seek to  avoid the  type of  `momentum' that  becomes divorced  from
fundamentals,
 
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                                       3
 

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SCHRODER U.S. EQUITY FUND
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that  relies on expectations  pushed ever farther  out into the  future and that
typically is justified by high multiples of price to sales rather than earnings.
These stocks can become `faddish' and are vulnerable to dramatic corrections  as
they have little reasonable valuation foundation.
 
WHAT CHARACTERISTICS ARE ESPECIALLY IMPORTANT IN AN ENVIRONMENT OF GENERALLY
SLOWER EARNINGS GROWTH?
 
     We  expect that unit labor costs in general will increase in 1997, and that
many companies will struggle to pass these cost increases on to their consumers.
With margins  under  pressure,  revenue  growth  will  therefore  be  especially
important  in  improving  earnings. This  will  be increasingly  driven  by unit
growth, geographic expansion or market share gains. Above average revenue growth
will frequently translate into earnings growth  which is better than the  market
as  a whole.  We favor  companies with these  characteristics, as  well as those
exposed to niche growth industries not much affected by the tone of the  overall
economy,  such  as  Amgen,  Inc.  and  Genzyme  Corporation,  both  involved  in
biotechnology.
 
     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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                                       4
 

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SCHRODER U.S. EQUITY FUND
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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 Standard  & Poor's 500 ('S & P 500') Index.
The S & P 500  is a market weighted index  composed of 500 large  capitalization
companies.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. Past performance cannot predict nor guarantee future results.


            SCHRODER U.S. EQUITY FUND VS STANDARD & POOR'S 500 INDEX
<TABLE>
<CAPTION>
                         INVESTMENT VALUE ON 10/31/96
<S>                                                           <C>        <C>        <C>
Schroder U.S. Equity Fund                                     $32,685
S&P 500 Index                                                 $39,143
 
AVERAGE ANNUAL TOTAL RETURN ON 10/31/96
 
                                                             1 Year     5 Years     10 Years
                                                             -------    -------    ---------
<S>                                                          <C>        <C>        <C>
Schroder U.S. Equity Fund                                    19.45%     14.13%     12.56%
S&P 500 Index                                                24.01%     15.51%     14.62%
</TABLE>



                         [GRAPH]

       SCHRODER U.S.
       EQUITY FUND                  S&P 500 INDEX
         $10,000                       $10,000
          10,303                        10,243
           9,921                         9,982
          11,240                        11,325
          11,790                        11,773
          11,920                        12,112
          11,709                        12,005
          11,939                        12,110
          12,552                        12,721
          12,995                        13,365
          13,559                        13,863
          13,277                        13,560
          10,256                        10,639
           9,357                         9,762
           9,969                        10,504
          10,392                        10,945
          10,392                        11,453
          10,674                        11,098
          10,835                        11,220
          10,791                        11,316
          11,113                        11,834
          10,986                        11,789
          10,603                        11,389
          10,946                        11,873
          11,049                        12,203
          10,931                        12,029
          11,166                        12,239
          11,815                        13,132
          11,562                        12,806
          11,641                        13,105
          12,370                        13,783
          12,972                        14,273
          12,735                        14,259
          13,657                        15,545
          13,945                        15,846
          13,898                        15,781
          13,354                        15,417
          13,514                        15,730
          13,896                        16,106
          12,809                        15,025
          13,137                        15,219
          13,551                        15,620
          13,274                        15,232
          14,446                        16,712
          14,429                        16,600
          14,187                        16,549
          13,269                        15,056
          12,490                        14,324
          12,213                        14,264
          13,009                        15,184
          13,339                        15,606
          13,795                        16,284
          14,935                        17,446
          15,320                        17,867
          15,303                        17,908
          15,847                        18,678
          15,199                        17,824
          16,044                        18,653
          16,926                        19,093
          16,608                        18,774
          16,872                        19,024
          16,271                        18,261
          18,443                        20,345
          18,049                        19,966
          18,049                        20,224
          18,031                        19,832
          18,276                        20,413
          18,482                        20,511
          17,673                        20,207
          18,654                        21,032
          18,559                        20,602
          19,334                        20,844
          19,864                        20,914
          20,563                        21,623
          21,252                        21,887
          21,335                        22,071
          21,041                        22,371
          22,025                        22,843
          21,376                        22,290
          22,109                        22,883
          21,795                        22,950
          21,564                        22,858
          22,679                        23,724
          23,078                        23,537
          23,731                        24,024
          23,373                        23,796
          23,906                        24,084
          24,152                        24,903
          24,043                        24,228
          22,677                        23,174
          23,142                        23,470
          23,142                        23,855
          22,379                        23,271
          22,815                        24,034
          23,716                        25,020
          23,033                        24,409
          23,252                        24,956
          22,052                        24,047
          22,652                        24,403
          22,768                        25,035
          23,756                        26,009
          24,193                        26,777
          24,657                        27,564
          25,414                        28,666
          25,910                        29,331
          27,335                        30,302
          27,072                        30,378
          27,801                        31,660
          27,364                        31,546
          28,672                        32,931
          29,002                        33,566
          29,773                        34,708
          29,875                        35,031
          30,744                        35,367
          30,944                        35,887
          31,513                        36,809
          31,110                        36,949
          29,704                        35,319
          30,642                        36,065
          32,652                        38,091
          32,685                        39,143


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                                       5
 

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SCHRODER U.S. EQUITY FUND
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          PORTFOLIO CHARACTERISTICS AS OF OCTOBER 31, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
                 INVESTMENT BY INDUSTRY
 
 
INDUSTRY                                 % OF NET ASSETS
- --------------------------------------------------------
<S>                                      <C>
Basic Materials                                 3.8%
Capital Goods/Construction                     10.2%
Consumer Cyclicals                             15.0%
Consumer Staples                               12.2%
Energy                                          5.9%
Financial Services                             14.7%
Healthcare                                     13.9%
Technology                                     19.2%
Telecommunications                              2.5%
Cash                                            2.6%
                                         ---------------
Total                                         100.0%
                                         ---------------
                                         ---------------
</TABLE>

<TABLE>
<CAPTION>
                    TOP TEN HOLDINGS
 
SECURITY                                  % OF NET ASSETS
- ---------------------------------------------------------
<S>                                       <C>
BankAmerica Corporation                         3.2%
General Electric Company                        3.2%
International Business Machines
  Corporation                                   3.2%
First Bank System, Inc.                         3.0%
Chubb Corporation                               2.9%
Pharmacia & Upjohn Inc.                         2.9%
Rite Aid Corporation                            2.8%
Wal-Mart Stores, Inc.                           2.5%
Cisco Systems, Inc.                             2.4%
Conagra, Inc.                                   2.4%
                                          ---------------
Total                                          28.5%
                                          ---------------
                                          ---------------
</TABLE>
 
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                                       6


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SCHRODER U.S. EQUITY FUND
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SCHEDULE OF INVESTMENTS
AS OF OCTOBER 31, 1996
 
<TABLE>
<CAPTION>
            COMMON STOCK  -  97.4%
 
    SHARES                                       VALUE US$
    ------                                       ---------
   <S>      <C>                                <C>
            BASIC MATERIALS  -  3.8%
     9,000  James River Corporation of
             Virginia                          $   283,500
     4,700  Raychem Corporation                    367,187
                                               -----------
                                                   650,687
                                               -----------
            CAPITAL GOODS/CONSTRUCTION  -  10.2%
     6,300  Allied-Signal Inc.                     412,650
     5,600  General Electric Company               541,800
     3,800  McDonnell Douglas Corporation          207,100
     6,700  Rockwell International
             Corporation                           368,500
     5,500  Sundstrand Corporation                 221,375
                                               -----------
                                                 1,751,425
                                               -----------
            CONSUMER CYCLICALS  -  15.0%
     2,000  Bristol-Myers Squibb Company           211,500
     2,800  HFS Inc.*                              205,100
     5,966  Home Depot Inc.                        326,638
    15,600  La Quinta Inns Inc.                    312,000
     5,000  Readers Digest Association Inc.        178,125
    14,000  Rite Aid Corporation                   476,000
     6,000  Staples Inc.*                          111,750
    10,000  Viacom Inc. Class B*                   326,250
    16,200  Wal-Mart Stores Inc.                   431,325
                                               -----------
                                                 2,578,688
                                               -----------
            CONSUMER STAPLES  -  12.2%
     7,000  Albertson's Inc.                       240,625
     3,200  CPC International Inc.                 252,400
     4,100  Colgate-Palmolive Company              377,200
     8,400  Conagra Inc.                           418,950
    11,000  Eckerd Corporation*                    305,250
     3,200  Philip Morris Companies Inc.           296,400
     2,200  Procter & Gamble Company               217,800
                                               -----------
                                                 2,108,625
                                               -----------
            ENERGY  -  5.9%
     6,000  Amerada Hess Corporation               332,249
     4,000  Amoco Corporation                      303,000
     6,000  Kerr-McGee Corporation                 376,500
                                               -----------
                                                 1,011,749
                                               -----------
            FINANCIAL SERVICES  -  14.7%
     6,000  BankAmerica Corporation                549,000
    10,000  Chubb Corporation                      500,000
     7,800  First Bank System Inc.                 514,800
     7,800  North Fork Bancorporation Inc.         246,675
            FINANCIAL SERVICES (CONCLUDED)
    10,217  Union Planters Corporation         $   355,041
     5,800  Unum Corporation                       364,675
                                               -----------
                                                 2,530,191
                                               -----------
            HEALTHCARE  -  13.9%
     7,000  Abbott Laboratories                    354,375
     4,000  Amgen Inc.*                            245,250
     2,700  Cardinal Health Inc.                   211,950
    10,000  Columbia HCA Healthcare
             Corporation                           357,500
     6,000  Genzyme Corporation*                   138,000
     9,400  Invacare Corporation                   263,200
     7,500  Isis Pharmaceuticals Inc.*             121,875
     4,000  Johnson & Johnson                      197,000
    13,800  Pharmacia & Upjohn Inc.                496,800
                                               -----------
                                                 2,385,950
                                               -----------
            TECHNOLOGY  -  19.2%
     4,400  Adaptec Inc.*                          267,850
    11,300  Autodesk Inc.                          258,488
     4,800  Automatic Data Processing Inc.         199,800
     6,800  Cisco Systems Inc.*                    420,750
     3,100  Intel Corporation                      340,613
     4,200  International Business Machines
             Corporation                           541,800
     6,000  LSI Logic Corporation*                 159,000
     4,600  Linear Technology Corporation          154,100
       745  Lucent Technologies Inc.                35,015
     1,000  Microsoft Corporation*                 137,250
    27,000  Novell Inc.*                           249,750
     5,000  Seagate Technology Inc.*               333,750
     4,600  Sungard Data Systems Inc.*             196,650
                                               -----------
                                                 3,294,816
                                               -----------
            TELECOMMUNICATIONS  -  2.5%
     2,300  AT&T Corporation                        80,213
    13,800  MCI Communications Corporation         346,725
                                               -----------
                                                   426,938
                                               -----------
            Total investments
             (cost $12,748,010) 97.4%           16,739,069
            Other Assets Less Liabilities,
             2.6%                                  447,567
                                               -----------
            Total Net Assets 100.0%            $17,186,636
                                               -----------
                                               -----------
</TABLE>
 
*Non-income producing security
 
    The accompanying notes are an integral part of the financial statements.
 
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                                       7


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SCHRODER U.S. EQUITY FUND
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STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1996
 
<TABLE>
<S>                                                                      <C>
ASSETS:
         Investments, at value (cost $12,748,010) (Note 2)               $ 16,739,069
         Cash                                                                 473,363
         Receivable for dividends and interest                                 21,912
                                                                         ------------
                              Total Assets                                 17,234,344
                                                                         ------------
 
LIABILITIES:
         Accrued advisory fees (Note 4)                                         5,179
         Other payables and accrued expenses                                   42,529
                                                                         ------------
 
                              Total Liabilities                                47,708
                                                                         ------------
                              Net Assets                                 $ 17,186,636
                                                                         ------------
                                                                         ------------
NET ASSETS CONSIST OF:
         Paid-in capital                                                 $  9,505,831
         Undistributed net investment income                                   41,186
         Accumulated net realized gains on investments                      3,648,560
         Net unrealized appreciation of investments                         3,991,059
                                                                         ------------
                              Net Assets                                 $ 17,186,636
                                                                         ------------
                                                                         ------------
                              Net Asset Value per share ($17,186,636
                                 divided by 1,761,071 shares
                                 outstanding)                                   $9.76
                                                                         ------------
                                                                         ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
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                                       8
 

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SCHRODER U.S. EQUITY FUND
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STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 1996
 
<TABLE>
<S>                                                                       <C>
INVESTMENT INCOME:
         Dividend income                                                  $   312,532
         Interest income                                                       28,722
                                                                          -----------
                              Total Investment Income                         341,254
                                                                          -----------
 
EXPENSES:
         Investment advisory fees (Note 4)                                    139,483
         Transfer agent fees and expenses (Note 4)                             29,335
         Custodian fees                                                         6,739
         Accounting service fees (Note 4)                                      36,000
         Other professional fees                                               24,958
         Printing                                                              17,094
         Registration fees                                                      3,146
         Trustees fees and expenses                                               541
         Other                                                                  7,851
                                                                          -----------
                              Total Expenses                                  265,147
         Fee waiver (Note 4)                                                   (4,355)
                                                                          -----------
                              Net Expenses                                    260,792
                                                                          -----------
 
NET INVESTMENT INCOME                                                          80,462
                                                                          -----------
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
         Net realized gain on investments                                   3,648,561
         Net change in unrealized appreciation of investments                (368,123)
                                                                          -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS                      3,280,438
                                                                          -----------
 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                      $ 3,360,900
                                                                          -----------
                                                                          -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
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                                       9
 

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SCHRODER U.S. EQUITY FUND
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STATEMENTS OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                          FOR THE YEAR        FOR THE YEAR
                                                             ENDED               ENDED
                                                        OCTOBER 31, 1996    OCTOBER 31, 1995
                                                        ----------------    ----------------
<S>                                                     <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
         Net investment income                            $     80,462        $    147,286
         Net realized gain on investments                    3,648,561           2,561,493
         Net change in unrealized appreciation of
           investments                                        (368,123)            372,019
                                                        ----------------    ----------------
         Net increase in net assets resulting from
           operations                                        3,360,900           3,080,798
                                                        ----------------    ----------------
DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 2):
         Net realized gain on investments                   (2,560,576)           (107,944)
         Net investment income                                (158,133)           (993,082)
                                                        ----------------    ----------------
         Total distributions to shareholders                (2,718,709)         (1,101,026)
                                                        ----------------    ----------------
NET DECREASE FROM CAPITAL SHARE TRANSACTIONS
  (NOTE 6)                                                  (3,143,246)           (774,884)
                                                        ----------------    ----------------
INCREASE (DECREASE) IN NET ASSETS                           (2,501,055)          1,204,888
NET ASSETS:
         Beginning of period                                19,687,691          18,482,803
                                                        ----------------    ----------------
         End of period                                    $ 17,186,636        $ 19,687,691
                                                        ----------------    ----------------
                                                        ----------------    ----------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
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                                       10


<PAGE>
<PAGE>
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SCHRODER U.S. EQUITY FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
 
1. ORGANIZATION:
 
         SCHRODER  U.S. EQUITY FUND  (THE 'FUND') is  a diversified portfolio of
   Schroder Capital Funds  (Delaware) (the 'Trust'),  which is registered  under
   the  Investment Company  Act of 1940,  as amended, as  an open-end management
   investment company.
 
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   the  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
 
         The  value of securities traded on the New York Stock Exchange is based
   on the last  sale price,  and the  value of  securities traded  on any  other
   national  stock exchange is based  on the last sale price  as of 4:00 p.m. in
   New York as  quoted by authoritative  sources. In the  absence of a  recorded
   sale,  the average of  the closing bid  and asked prices  is used. Securities
   traded on other organized markets  are valued at the  average of the bid  and
   asked  prices as  of 4:00  p.m. in New  York as  available from authoritative
   sources at the end of the business day. Other securities and assets for which
   market quotations are not available are valued at fair value as determined in
   good faith using methods approved by the Board of Trustees.
 
  SECURITY TRANSACTIONS AND INVESTMENT INCOME
 
         Security transactions are  recorded on trade  date. Dividend income  is
   recorded  on the ex-dividend date. Interest  income is recorded on an accrual
   basis.
 
         Realized gains and losses from security transactions are determined  on
   the basis of identified cost.
 
  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 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 or
   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.
 
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 $10,061,088 and $15,475,105 respectively.
 
         As of October 31, 1996, the aggregate cost of investment securities for
   Federal   income  tax   purposes  was   $12,748,010.  The   gross  unrealized
   appreciation of investments was $4,607,860 and gross unrealized  depreciation
   of investments was $616,801.
 
- --------------------------------------------------------------------------------
                                       11
 

<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER U.S. EQUITY FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
4. RELATED PARTIES:
 
         Schroder   Capital  Management  International  Inc.  ('SCMI')  acts  as
   investment adviser pursuant to an Investment Advisory Contract. The  advisory
   contract  provides for an annual fee, payable  monthly, of 0.75% on the first
   $100,000,000 of average daily net assets  and 0.50% on the average daily  net
   assets  in excess of $100,000,000. SCMI voluntarily agreed to waive a portion
   of  its  fee  so  that  total  expenses  would  not  exceed  certain  expense
   limitations.  SCMI,  at  their  discretion,  may  revise  or  discontinue the
   voluntary fee waiver. For the year  ended October 31, 1996, SCMI waived  fees
   totaling $4,355 with respect to the Fund.
 
         Forum  Financial Corp. serves as 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. Forum
   Financial Corp.  also  performs portfolio  accounting  for the  Fund  and  is
   compensated for those services by the Fund in the amount of $36,000 per year,
   plus   certain  amounts  based  upon  the   number  and  types  of  portfolio
   transactions.
 
5. FEDERAL INCOME TAXES:
 
         As it  is the  Fund's policy  to comply  with the  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.
 
6. CAPITAL SHARE TRANSACTIONS:
 
         The  Fund is authorized under the  Trust's Trust Instrument to issue an
   unlimited number  of shares  of  beneficial interest  without par  value.  At
   October  31, 1996, the Fund had 1,761,071 shares outstanding. Transactions in
   the Fund's capital shares for the years ended October 31, 1996 and 1995  were
   as follows:

<TABLE>
<CAPTION>
                                                         Year Ended October 31,        Year Ended October 31,
                                                                  1996                          1995
- --------------------------------------------------------------------------------------------------------------
                                                        Number                         Number
                                                          of                             of
                                                        Shares          Amount         Shares        Amount
- --------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>             <C>          <C>
 
Shares sold                                              66,732       $   613,444       10,529     $    90,404
Shares issued for reinvestment of dividend and
  distribution                                          207,563         1,811,255      111,954         866,525
                                                       --------       -----------     --------     -----------
                                                        274,295         2,424,699      122,483         956,929
Shares redeemed                                        (605,228)       (5,567,945)    (199,081)     (1,731,813)
                                                       --------       -----------     --------     -----------
Net decrease                                           (330,933)      $(3,143,246)     (76,598)    $  (774,884)
                                                       --------       -----------     --------     -----------
                                                       --------       -----------     --------     -----------
</TABLE>
 
- --------------------------------------------------------------------------------
                                       12
 

<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER U.S. EQUITY FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
 
7. FINANCIAL HIGHLIGHTS:
    Selected per share data and ratios
 
<TABLE>
<CAPTION>
                                                          For the Years Ended October 31,
                                                1996          1995       1994       1993       1992
- ----------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>        <C>          <C>         <C>
Net Asset Value, Beginning of period           $  9.41       $ 8.52     $11.28     $10.51     $ 9.56
                                               -------       ------     ------     ------     ------
Investment Operations:
  Net investment income                           0.04         0.07       0.04       0.05       0.02
  Net realized and unrealized gain (loss) on
    investments                                   1.62         1.33      (0.27)      1.86       1.61
                                               -------       ------     ------     ------     ------
 
Total from investment operations                  1.66         1.40      (0.23)      1.91       1.63
                                               -------       ------     ------     ------     ------
Distributions:
  From net investment income                     (0.07)       (0.05)     (0.01)     (0.04)     (0.04)
  From net realized capital gains                (1.24)       (0.46)     (2.52)     (1.10)     (0.58)
  From paid-in capital                              --           --         --         --      (0.06)
                                               -------       ------     ------     ------     ------
Total distributions                              (1.31)       (0.51)     (2.53)     (1.14)     (0.68)
                                               -------       ------     ------     ------     ------
Net Asset Value, End of period                 $  9.76       $ 9.41     $ 8.52     $11.28     $10.51
                                               -------       ------     ------     ------     ------
                                               -------       ------     ------     ------     ------
Total Return                                    19.45%       17.68%     (2.01)%    19.49%     17.74%
 
Ratio/Supplementary Data:
Net Assets, End of period (thousands)          $17,187       $19,688    $18,483    $21,865    $19,882
Ratio of expenses to average net assets          1.40%(b)     1.40%      1.31%      1.18%      1.40%
Ratio of net investment income to average
net assets                                       0.43%(b)     0.78%      0.41%      0.51%      0.42%
Portfolio turnover rate                          56.8%       57.21%     27.43%     57.78%     31.33%
Average brokerage commission rate(a)           $0.0599        N/A        N/A        N/A        N/A
</TABLE>
 
- ------------
 (a) Amount  represents the average commission per  share paid to brokers on the
     purchase and sale of portfolio securities.
 
 (b) During the year  ended October 31,  1996, the investment  adviser waived  a
     portion  of its fee. Had such waiver not occurred, the ratio of expenses to
     average net assets would  have been 1.43% and  the ratio of net  investment
     income to average net assets would have been 0.40%.
 
  DISTRIBUTIONS (UNAUDITED)
 
         During  the fiscal  year ended October  31, 1996,  the Fund distributed
   $1,933,335 in long term capital gain to shareholders.
 
- --------------------------------------------------------------------------------
                                       13


<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER U.S. EQUITY FUND
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
 
         To the Shareholders and Trustees of Schroder U.S. Equity Fund:
 
         We have audited the accompanying statement of assets and liabilities of
   the Schroder U.S. Equity Fund (a separately managed portfolio of Schroder
   Capital Funds (Delaware)), including the schedule of investments, as of
   October 31, 1996, and the related statement of operations for the year then
   ended, the statements of changes in net assets for each of the two years in
   the period then ended, and the financial highlights for each of the five
   years in the period then ended. 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. 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 U.S. Equity Fund as of October 31, 1996, the results
   of its operations for the year then ended, the changes in its net assets for
   each of the two years in the period then ended, and the financial highlights
   for each of the five years in the period then ended, in conformity with
   generally accepted accounting principles.
 
                                         COOPERS & LYBRAND L.L.P.
 
Boston, Massachusetts
December 23, 1996
 
- --------------------------------------------------------------------------------
                                       14


<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
 
- --------------------------------------------------------------------------------


<PAGE>
<PAGE>
     INVESTMENT ADVISER
 
     Schroder Capital Management International Inc.
     787 Seventh Avenue
     New York, New York 10019
 
     ADMINISTRATOR & DISTRIBUTOR
 
     Schroder Fund Advisors Inc.
     787 Seventh Avenue
     New York, New York 10019
 
     CUSTODIAN
 
     The Chase Manhattan Bank, N.A.
     Chase MetroTech Center
     Brooklyn, New York 11245
 
     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 U.S. Equity Fund. Its use in connection
     with any offering of the Fund's shares is authorized only
     in case of a concurrent or prior delivery of the Fund's
     current prospectus.
 
                        [Logo]
 
            Schroder
            U.S. Equity
            Fund
 
            ANNUAL REPORT
            October 31, 1996
 
            Schroder Capital Funds
               (Delaware)



                          STATEMENT OF DIFFERENCES

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