SCHRODER CAPITAL FUNDS /DELAWARE/
N-30D, 1997-07-02
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Schroder U.S. Smaller Companies 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 Fund's investment objective is capital appreciation. Current income is
incidental to the objective of capital appreciation. The Portfolio seeks to
achieve its investment objective by investing, under normal market conditions,
in equity securities of companies domiciled in the United States that, at the
time of purchase, have market capitalizations of $1.5 billion or less. It is
intended for long-term investors seeking to diversify their growth investments
who are willing to accept the risks associated with investments in smaller
companies. The Fund currently seeks to achieve its investment objective by
investing all of its investable assets in Schroder U.S. Smaller Companies
Portfolio (the 'Portfolio'), a series of a registered open-end investment
company with substantially the same investment objective and policies as the
Fund. This semi-annual report includes 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. The Schroder Group has been managing international
investment portfolios since the early years of this century. As of March 31,
1997, the Schroder Group had over $150 billion in assets under management. At
that same date, the Investment Adviser, together with its U.K. affiliate,
Schroder Capital Management International Ltd., had over $23 billion under
management.
 
                                                                   June 15, 1997
 
Dear Shareholder:
 
     We are pleased to present the semi-annual report for the Schroder U.S.
Smaller Companies Fund for the six month period ending April 30, 1997. Over the
period, the total return of the Fund was 2.7% compared with the Russell 2000,
which rose 1.6%.
 
     The last six months have been a period in which the fundamental economic
background in the U.S. has remained favorable. Growth in the first quarter of
1997 was significantly faster than most commentators had predicted late in 1996

and exceeded our own relatively optimistic expectations. That this growth
continues to be achieved with little upward pressure on inflation is encouraging
but equally prompts questions as to its sustainability when the economy is
operating with so little slack. It is, therefore, not surprising that markets
have become more volatile in the last few months, debating the timing of
interest rate increases and the probability of wage cost pressure showing up in
the published inflation indices as the year progresses.
 
     It appears likely that some such inflationary pressures will materialize
and, further, that interest rate increases should be expected in the second half
of the year. We nevertheless continue to expect any upward pressure on inflation
to be very modest and hence, the extent of interest rate increases needed to
control it to be low by historic standards, perhaps only 1% in total. It is,
moreover, encouraging that the very significant changes evident
 
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Schroder U.S. Smaller Companies Fund
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in U.S. business in the last few years, reflected in improved profitability and
productivity, appear to remain an important corporate goal and one which other
countries are keen to emulate.
 
     Small companies as a class have failed to keep up with the rally in larger
stocks for some time now, including in this reporting period, although beyond
this period, in May, small companies enjoyed a month of strong relative
outperformance. The valuations of many small companies now appear compelling
when compared to large ones, presenting stock-pickers such as Schroders with
attractive investment opportunities for the Fund.
 
Sincerely,

/s/ Hermann C. Schwab                                      /s/ Mark J. Smith 
Hermann C. Schwab                                          Mark J. Smith
Chairman                                                   President
 
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Schroder U.S. Smaller Companies Fund
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MANAGEMENT DISCUSSION AND ANALYSIS (As of April 30, 1997)
 
     The past six months was an unusual period in many ways: America's largest
companies substantially outperformed smaller companies, and growth stocks
returned one of their poorest showings in recent memory. As a result, the
opportunities in small cap investing have improved. While valuations in the
large cap market have risen, small cap valuations have remained relatively
reasonable. Additionally, there has been little sign of speculation in the small
cap market, providing a favorable environment for long term-oriented,
opportunistic stock pickers.
 
     The Schroder U.S. Smaller Companies Fund performed well relative to the
Russell 2000 in the period under review. Several of the companies in the
portfolio were the subject of takeover activity, including Healthsource Inc.,
Value Health Inc., Healthdyne Technologies, and Amphenol Corporation.
 
     Sector level performance was quite volatile during the period. Technology,
which had led the market earlier, was the worst performing sector, down over
17%, of the Russell 2000 Index in the first calendar quarter of 1997. The Fund
significantly outperformed in technology during this time frame due to
management's conservative stance. The energy sector also exhibited a high degree
of volatility and enjoyed the highest returns of the Russell 2000 in the fourth
calendar quarter of 1996, however, the energy sector proceeded to give up much
of the gain during the first four months of 1997.
 
     The financial sector also performed well throughout the period, showing
positive returns even as the Federal Reserve raised interest rates. The Fund's
best returns in the financial sector came in regional banks, with North Fork
Bancorporation Inc., and Commercial Federal Corporation. Our real estate
investment trust holdings also performed well, with Starwood Lodging Trust and
Innkeepers USA Trust leading the group. Consumer stocks slightly underperformed
the Russell 2000 during the period. The less cyclical companies held in the
portfolio performed the best, led by Fine Host Corporation, which we had added
to the portfolio earlier in the fiscal year. Fine Host is a small, focused, fast
growing consolidator of the contract food management industry with a reputation
for quality.
 
     There were no major sectoral changes in the period, and the Fund remained
well-diversified across sectors with investments continuing to be made primarily
on a bottom-up and opportunistic basis. Looking forward, management continues to
search for companies that can grow their earnings independently of the economic
cycle. We believe that many smaller companies offer more attractive investment
opportunities than larger companies based on valuations and growth rates. We
will remain focused on our research-intensive individual stock selection,
concentrating on underfollowed and misunderstood companies that can offer
superior earnings growth.
 
     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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Schroder U.S. Smaller Companies Fund
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           PORTFOLIO CHARACTERISTICS AS OF APRIL 30, 1997 (UNAUDITED)
 
                  INVESTMENT BY INDUSTRY
INDUSTRY                                   % OF NET ASSETS
- ----------------------------------------------------------
Consumer Cyclicals                               20.9%
Finance                                          16.9%
Healthcare                                       11.8%
Technology                                       11.8%
Capital Goods                                    10.0%
Energy                                            7.2%
Consumer Staples                                  6.9%
Basic Materials                                   4.4%
Transportation/Services/Miscellaneous             4.1%
Cash & Other Assets                               6.0%
                                                ------
Total                                           100.0%
                                                ------
                                                ------
 
                     TOP TEN HOLDINGS
SECURITY                                   % OF NET ASSETS
- ----------------------------------------------------------
Tosco Corp.                                      2.0%
Commercial Federal Corp.                         1.9%
HFS Inc.                                         1.7%
Regal Cinemas Inc.                               1.6%
Fine Host Corp.                                  1.6%
Petco Animal Supplies Inc.                       1.6%
WestPoint Stevens Inc.                           1.5%
Gucci Group                                      1.5%
CMAC Investment Corp.                            1.4%
UST Inc.                                         1.4%
                                              -------
Total                                           16.2%
                                              -------
                                              -------
 
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Schroder U.S. Smaller Companies Fund
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STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1997 (UNAUDITED)
 
<TABLE>
<S>                                                                           <C>
ASSETS:
         Investments (Notes 1 and 2):
            Investments in Schroder U.S. Smaller Companies Portfolio (the
              'Portfolio') (cost $18,172,166)                                 $19,738,693
         Receivable for Fund shares sold                                           12,000
         Organization costs, net of amortization (Note 2)                           7,119
                                                                              -----------
 
                              Total Assets                                     19,757,812
                                                                              -----------
 
LIABILITIES:
         Payable for Fund shares redeemed                                          19,967
         Payables and accrued expenses                                             11,431
                                                                              -----------
 
                              Total Liabilities                                    31,398
                                                                              -----------
 
                              Net Assets                                      $19,726,414
                                                                              -----------
                                                                              -----------
 
COMPONENTS OF NET ASSETS:
         Paid-in capital                                                      $16,839,816
         Undistributed net investment income (loss)                               (29,905)
         Accumulated net realized gain (loss)                                   1,349,976
         Net unrealized appreciation (depreciation) on investments              1,566,527
                                                                              -----------
 
                              Net Assets                                      $19,726,414
                                                                              -----------
                                                                              -----------
NET ASSETS BY CLASS
         Investor Class                                                       $19,629,463
         Advisor Class                                                             96,951
                                                                              -----------
 
                              Net Assets                                      $19,726,414
                                                                              -----------
                                                                              -----------

SHARES OF BENEFICIAL INTEREST
         Investor Class                                                         1,654,123
         Advisor Class                                                              8,179
 
NET ASSET VALUE OFFERING AND REDEMPTION PRICE PER SHARE
  (NET ASSETS (DIVIDED BY) SHARES OF BENEFICIAL INTEREST)
         Investor Class                                                            $11.87
         Advisor Class                                                             $11.85
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
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Schroder U.S. Smaller Companies Fund
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STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED APRIL 30, 1997 (UNAUDITED)
 
<TABLE>
<S>                                                                            <C>
NET INVESTMENT INCOME ALLOCATED FROM
    THE PORTFOLIO:
         Dividend income                                                       $   63,483
         Interest income                                                           26,571
         Net expenses                                                             (68,138)
                                                                               ----------
                              Net Investment Income allocated from the
                                Portfolio                                          21,916
                                                                               ----------
EXPENSES:
         Administration (Note 3)                                                   26,169
         Transfer agency (Note 3)                                                  12,709
         Shareholder services - Advisor Shares (Note 3)                                48
         Accounting (Note 3)                                                        6,000
         Legal                                                                      6,977
         Audit                                                                      4,670
         Registration                                                              10,793
         Reporting                                                                  7,169
         Trustees                                                                     294
         Miscellaneous                                                              3,427
                                                                               ----------
                              Total Expenses                                       78,256
         Fees waived and expenses reimbursed (Note 4)                             (26,435)
                                                                               ----------
                              Net Expenses                                         51,821
                                                                               ----------
NET INVESTMENT INCOME (LOSS)                                                      (29,905)
                                                                               ----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS ALLOCATED FROM THE
    PORTFOLIO:
         Net realized gain (loss) on investments sold                           1,537,280
         Net change in appreciation (depreciation) in investments              (1,266,966)
                                                                               ----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS ALLOCATED FROM THE
    PORTFOLIO                                                                     270,314
                                                                               ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                $  240,409
                                                                               ----------
                                                                               ----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 

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                                       6
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Schroder U.S. Smaller Companies Fund
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STATEMENTS OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                              For the Six
                                                              Months Ended       For the Year
                                                             April 30, 1997         Ended
                                                              (Unaudited)      October 31, 1996
                                                             --------------    ----------------
<S>                                                          <C>               <C>
NET ASSETS, BEGINNING OF PERIOD                               $  13,742,555      $ 15,287,216
                                                             --------------    ----------------
OPERATIONS:
         Net investment income (loss)                               (29,905)          (50,796)
         Net realized gain (loss) on investments sold             1,537,280         4,597,614
         Net change in unrealized appreciation
           (depreciation) on investments                         (1,266,966)         (843,435)
                                                             --------------    ----------------
         Net increase (decrease) in net assets
           resulting from operations                                240,409         3,703,383
                                                             --------------    ----------------
DISTRIBUTION TO SHAREHOLDERS FROM:
         Net realized gain on investments - Investor Class       (4,517,569)       (1,965,720)
                                                             --------------    ----------------
CAPITAL SHARE TRANSACTIONS:
         Sale of shares - Investor Class                         10,667,572         1,697,351
         Sale of shares - Advisor Class                             123,171                --
         Reinvestment of distributions - Investor Class           3,516,999         1,522,389
         Redemption of shares - Investor Class                   (4,023,839)       (6,502,064)
         Redemption of shares - Advisor Class                       (22,884)               --
                                                             --------------    ----------------
         Net increase (decrease) in capital transactions         10,261,019        (3,282,324)
                                                             --------------    ----------------
         Net increase (decrease) in net assets                    5,983,859        (1,544,661)
                                                             --------------    ----------------
NET ASSETS, END OF PERIOD (INCLUDING LINE A)                  $  19,726,414      $ 13,742,555
                                                             --------------    ----------------
                                                             --------------    ----------------
(A) Accumulated undistributed net investment income (loss)    $     (29,905)     $         --
                                                             --------------    ----------------
                                                             --------------    ----------------
SHARE TRANSACTIONS
         Sale of shares - Investor Class                            867,608            95,854
         Sale of shares - Advisor Class                              10,334                --
         Reinvestment of distributions
           in shares - Investor Class                               296,293           106,834

         Redemption of shares - Investor Class                     (303,095)         (414,456)
         Redemption of shares - Advisor Class                        (1,855)               --
                                                             --------------    ----------------
         Net increase (decrease) in shares                          869,285          (211,768)
                                                             --------------    ----------------
                                                             --------------    ----------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
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Schroder U.S. Smaller Companies Fund
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FINANCIAL HIGHLIGHTS--INVESTOR SHARES
 
     Selected per share data and ratios for an Investor share outstanding
throughout each period:
 
<TABLE>
<CAPTION>
                                                       For the
                                                   Six Months Ended
                                                      April 30,
                                                         1997                For the Year Ended October 31,
                                                     (Unaudited)        1996(a)         1995       1994      1993(b)
- --------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                  <C>            <C>        <C>        <C>
Net Asset Value, Beginning of Period                   $  17.23         $ 15.14        $ 11.81    $ 10.99    $ 10.00
                                                   ----------------     -------        -------    -------    -------
Investment Operations                                                        
  Net Investment Income (Loss)                            (0.02)(c)       (0.06)(c)      (0.04)     (0.07)     (0.02)
  Net Realized and Unrealized Gain (Loss) on                                 
     Investments                                           0.49            4.10           3.78       0.97       1.01
                                                   ----------------     -------        -------    -------    -------
Total from Investment Operations                           0.47            4.04           3.74       0.90       0.99
                                                   ----------------     -------        -------    -------    -------
Distributions From                                                           
  Net Realized Capital Gain                               (5.83)          (1.95)         (0.41)     (0.08)        --
                                                   ----------------     -------        -------    -------    -------
Total Distributions                                       (5.83)          (1.95)         (0.41)     (0.08)        --
                                                   ----------------     -------        -------    -------    -------
Net Asset Value, End of Period                         $  11.87         $ 17.23        $ 15.14    $ 11.81    $ 10.99
                                                   ----------------     -------        -------    -------    -------
                                                   ----------------     -------        -------    -------    -------
                                                                             
Total Return                                              2.70%(d)       29.35%         32.84%      8.26%      9.90%
                                                                             
Ratio/Supplementary Data                                                     
Net Assets at End of Period (in thousands)              $19,629         $13,743        $15,287    $13,324    $12,489
Ratios to Average Net Assets:                                                
  Expenses including reimbursement/waiver                 1.49%(c)(e)     1.49%(c)(e)     1.49%     1.45%      2.03%(e)
  Expenses excluding reimbursement/waiver                 1.71%(c)(e)     1.80%            N/A        N/A        N/A
  Net investment income (loss) including                                     
     reimbursement/waiver                               (0.37)%(c)(e)   (0.35)%(c)(e)   (0.30)%   (0.58)%    (0.99)%(e)
Average Commission rate (f)                             $0.0585         $0.0583            N/A        N/A        N/A
Portfolio turnover rate (g)                              24.66%          58.50%         92.68%     70.82%     12.58%
</TABLE>
 
- ------------------
 
(a) On May 17, 1996, the Fund began offering two classes of shares, Investor

    Shares and Advisor Shares, and all then outstanding shares of the Fund were
    converted to Investor Shares.
 
(b) The Fund commenced operations on August 6, 1993 and converted to Core and
    Gateway(Registered) on August 15, 1996.
 
(c) Includes the Fund's proportionate share of income and expenses of the
    Portfolio.
 
(d) Not Annualized.
 
(e) Annualized.
 
(f) For the fiscal years beginning on or after September 1, 1995, the Fund is
    required to disclose average commission per share paid to brokers on the
    purchase and sale of equity securities.
 
(g) Portfolio turnover represents the rate of portfolio activity. The rate for
    the period ending after October 31, 1996 represents the portfolio turnover
    rate of the Portfolio. Prior to October 31, 1996, the rate represents
    portfolio activity while the Fund was making investments directly in
    securities.
 
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Schroder U.S. Smaller Companies Fund
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FINANCIAL HIGHLIGHTS--ADVISOR SHARES
 
     Selected per share data and ratios for an Advisor share outstanding
throughout the period:
 
<TABLE>
<CAPTION>
                                                                                          For the
                                                                                      Six Months Ended
                                                                                         April 30,
                                                                                          1997(a)
                                                                                        (Unaudited)
<S>                                                                                   <C>
- ------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period                                                      $  11.89
                                                                                      ------------
Investment Operations
  Net Investment Income (Loss)                                                               (0.01)(b)
  Net Realized and Unrealized Gain (Loss) on Investments                                     (0.03)
                                                                                      ------------
Total from Investment Operations                                                             (0.04)
                                                                                      ------------
Net Asset Value, End of Period                                                            $  11.85
                                                                                      ------------
                                                                                      ------------
 
Total Return                                                                               (0.34)%(c)
 
Ratio/Supplementary Data
Net Assets at End of Period (in thousands)                                                $     97
Ratios to Average Net Assets:
  Expenses including reimbursement/waiver                                                    1.74%(b)(d)
  Expenses excluding reimbursement/waiver                                                   60.90%(b)(d)
  Net investment income (loss) including reimbursement/waiver                              (0.65)%(b)(d)
Average Commission rate (e)                                                               $ 0.0585
Portfolio turnover rate (f)                                                                 24.66%
</TABLE>
 
- ------------------
 
(a) Advisor Class shares were first issued on December 20, 1996.
 
(b) Includes the Fund's proportionate share of income and expenses of the
    Portfolio.
 
(c) Not annualized.
 
(d) Annualized.

 
(e) Amount represents the average commission per share paid to brokers on the
    purchase and sale of equity securities.
 
(f) Portfolio turnover represents the rate of portfolio activity of the
    Portfolio.
 
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Schroder U.S. Smaller Companies Fund
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
 
NOTE 1. ORGANIZATION
 
         Schroder Capital Funds (Delaware) (the 'Trust') was organized as a
   Maryland corporation on July 30, 1969; reorganized as a series company on
   February 29, 1988, as Schroder Capital Funds, Inc.; and reorganized on
   January 9, 1996, as a Delaware business trust. The Trust, which is registered
   as an open-end, management investment company under the Investment Company
   Act of 1940 (the 'Act'), currently has six investment portfolios. Included in
   this report is the Schroder U.S. Smaller Companies Fund (the 'Fund'), a
   diversified portfolio that commenced operations on August 6, 1993. Under its
   Trust Instrument, the Trust is authorized to issue an unlimited number of the
   Fund's Investor Shares and Advisor Shares of beneficial interest without par
   value. As of April 30, 1997, both Investor Shares and Advisor Shares had been
   issued.
 
   MASTER FEEDER ARRANGEMENT
 
         Effective August 15, 1996, the Fund seeks to achieve its investment
   objective by investing all of its investable assets in a separate diversified
   portfolio, Schroder U.S. Smaller Companies Portfolio (the 'Portfolio'), of
   Schroder Capital Funds ('Schroder Core') that has the same investment
   objective and substantially similar investment policies as the Fund. This is
   commonly referred to as a master-feeder arrangement. Schroder Core also is
   registered as an open-end, management investment company. The Fund may
   withdraw its investment from the Portfolio at any time if the Trust's Board
   of Trustees determines that it is in the best interest of the Fund and its
   shareholders to do so. The Fund accounts for its investment in the Portfolio
   as a partnership investment and records its share of the Portfolio income,
   expense and realized and unrealized gain and loss daily. The financial
   statements of the Portfolio are on pages 13 to 20 in this report and should
   be read in conjunction with the Fund's financial statements. The percentage
   of the Portfolio owned by the Fund as of April 30, 1997 was approximately
   23.8%.
 
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
 
         These financial statements are prepared in accordance with generally
   accepted accounting principles, which require management to make estimates
   and assumptions that affect the reported amounts of assets and liabilities,
   disclosure of contingent assets and liabilities at the date of the financial
   statements and the reported amounts of increase and decrease in net assets
   from operations during the fiscal period. Actual results could differ from
   those estimates.
 
         The following represent significant accounting policies of the Fund:
 

   SECURITY VALUATION
 
         The Trust determines the net asset value per share of the Fund as of
   4:00 p.m., Eastern time, on each Fund business day. Valuation of securities
   held in the Portfolios are discussed in the Notes to the Financial Statement
   of the Portfolio.
 
   INVESTMENT INCOME AND EXPENSES
 
         The Trust records daily its pro rata share of the Portfolio's income,
   expenses and realized and unrealized gain and loss. In addition, the Fund
   accrues its own expenses.
 
   DISTRIBUTIONS TO SHAREHOLDERS
 
         Dividends and net capital gain, if any, are distributed to shareholders
   at least annually. Distributions are based on amounts calculated in
   accordance with applicable federal income tax regulations.
 
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                                       10
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Schroder U.S. Smaller Companies Fund
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)  (CONTINUED)
 
   FEDERAL TAXES
 
         The Fund intends to qualify and continue to qualify each year as
   regulated investment company and distribute all of its taxable income. In
   addition, by distributing in each calendar year substantially all of its net
   investment income, capital gain and certain other amounts, if any, the Fund
   will not be subject to a federal excise tax. Therefore, no federal income or
   excise tax provision is required.
 
   EXPENSE ALLOCATION
 
         The Trust accounts separately for the assets and liabilities and
   operation of each Fund. Expenses that are directly attributable to more than
   one Fund are allocated among the respective Funds. Expenses that are directly
   attributable to a class are allocated to that class.
 
NOTE 3. INVESTMENT ADVISORY AND OTHER SERVICES
 
   INVESTMENT ADVISER
 
         The Fund currently invests all of its assets in the Portfolio, which
   retains Schroder Capital Management International Inc. ('SCMI') to act as
   investment adviser pursuant to an Investment Advisory Agreement. See Notes to
   the Financial Statements of the Portfolio.
 

   ADMINISTRATION
 
         On behalf of the Fund, the Trust has entered into an Administration
   Agreement with Schroder Fund Advisors Inc. ('Schroder Advisors') under which
   Schroder Advisors is entitled to receive an annual fee, payable monthly, at
   the rate of 0.25% of the Fund's average daily net assets. In addition, the
   Trust has entered into a Subadministration Agreement with Forum
   Administrative Services, Limited Liability Company ('Forum') under which
   Forum is entitled to receive an annual fee, payable monthly, at the rate of
   0.075% of the Fund's average daily net assets. Previous subadministration
   agreements in effect with Forum Financial Services, Inc. during the period
   were identical in all material terms including fees.
 
   TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
 
         The transfer agent and dividend disbursing agent for the Fund is Forum
   Financial Corp.(Registered) ('FFC'). The Transfer Agent is paid a transfer
   agent fee in the amount of $12,000 per year, plus certain other fees and
   expenses.
 
   SHAREHOLDER SERVICE PLAN AND SERVICE ORGANIZATIONS
 
         The Trust has adopted a Shareholder Service Plan ('the Plan') with
   respect to the Advisor Share Class pursuant to which Schroder Advisors is
   authorized to pay Service Organizations a servicing fee. Payments under the
   Plan may be for various types of services. The maximum annual amount payable
   under the Plan is 0.25% of the Fund's average daily net assets attributable
   to the Advisor Shares.
 
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                                       11
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Schroder U.S. Smaller Companies Fund
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)  (CONCLUDED)
 
   OTHER SERVICE PROVIDERS
 
         The fund accountant of the Fund is FFC. For its services to the Fund,
   FFC is entitled to receive from the Trust a fee of $12,000 per year.
 
NOTE 4. WAIVER OF FEES AND REIMBURSEMENT OF EXPENSES
 
         Schroder Advisors voluntarily has waived a portion of its fees and have
   assumed certain expenses of the Portfolio so that its total expenses would
   not exceed 1.49% on Investor Shares and 1.74% on Advisor Shares of the
   respective shares' average daily net assets. The expense limitations cannot
   be modified or withdrawn except by a majority vote of the Trustees of the
   Trust. Forum and FFC may waive voluntarily all or a portion of their fees,
   from time to time. For the six months ended April 30, 1997, fees waived and
   expenses reimbursed by Schroder Advisors were $15,204 and 11,231,

   respectively.
 
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                                       12
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Schroder U.S. Smaller Companies Portfolio
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SCHEDULE OF INVESTMENTS
AS OF APRIL 30, 1997 (UNAUDITED)

          COMMON STOCK - 93.7%
SHARES                                       VALUE US$
- -------                                     -----------
          BASIC MATERIALS - 4.4%
 46,600   AMCOL International Corp.         $   792,200
 27,500   Ball Corp.                            739,062
 83,100   Calgon Carbon Corp.                 1,017,975
 36,100   Ferro Corp.                         1,123,612
                                            -----------
                                              3,672,849
                                            -----------
          CAPITAL GOODS/
            CONSTRUCTION - 10.0%
 22,100   Aeroquip-Vickers Inc.                 892,287
 41,600   Aftermarket Technology Corp. (a)      769,600
 37,800   BMC Industries Inc.                 1,096,200
 29,800   Donaldson Co. Inc.                  1,020,650
 43,700   Falcon Building Products, Inc.
            Class A (a)                         759,287
 24,500   Harsco Corp.                          903,437
 46,450   Miller Industries Inc. (a)            551,593
 29,000   Tracor Inc. (a)                       630,750
 21,800   Triangle Pacific Corp. (a)            591,325
 33,300   USA Waste Services Inc. (a)         1,090,575
                                            -----------
                                              8,305,704
                                            -----------
          CONSUMER CYCLICALS - 20.9%
 25,292   Accustaff Inc. (a)                    461,580
 17,800   Barnett Inc. (a)                      329,300
 22,150   CDW Computer Centers Inc. (a)       1,063,200
 23,950   Consolidated Stores Corp. (a)         958,000
 39,900   Furniture Brands International
            Inc. (a)                            588,525
 17,200   Gucci Group                         1,193,252
 23,400   HFS Inc. (a)                        1,386,450
 27,800   Nautica Enterprises (a)               615,075
  8,300   Performance Food Group Co. (a)        157,700
 61,000   Petco Animal Supplies Inc. (a)      1,303,875
 50,500   Pier 1 Imports Inc.                   997,375
 56,300   Pillowtex Corp.                       999,325

 24,400   Promus Hotel Corp. (a)                860,100
 48,850   Regal Cinemas Inc. (a)              1,331,162
 15,400   Robert Half International Inc.
            (a)                                 604,450
 53,900   ShoLodge Inc. (a)                     592,900
 34,850   Sonic Corp. (a)                       461,763
 18,900   Tiffany & Co.                         748,912
  6,700   Viking Office Products Inc. (a)        91,288
 26,200   Warnaco Group Inc. Class A            746,700
 32,400   WestPoint Stevens Inc. (a)          1,267,650
 24,400   Wet Seal Inc. Class A (a)             603,900
                                            -----------
                                             17,362,482
                                            -----------
          CONSUMER STAPLES - 6.9%
 29,100   Compdent Corp. (a)                    469,237
 21,900   Data Processing Resources Corp.
            (a)                                 402,412
 52,300   Fine Host Corp. (a)                 1,320,575
 98,600   Foodmaker Inc. (a)                  1,072,275
 


SHARES                                       VALUE US$
- -------                                     -----------
          CONSUMER STAPLES (CONCLUDED)
 13,050   Harman International Industries
            Inc.                            $   499,163
 21,100   Henry Schein Inc. (a)                 585,525
 23,400   Physician Sales & Service Inc.
            (a)                                 339,300
 36,100   Suiza Foods Corp. (a)               1,033,363
                                            -----------
                                              5,721,850
                                            -----------
          ENERGY - 7.2%
 20,600   B.J. Service Co. (a)                  970,775
 15,200   Cooper Cameron Corp. (a)            1,083,000
 10,700   Flores & Rucks Inc. (a)               466,787
 54,600   Tosco Corp.                         1,617,525
 35,700   Union Tex Pete Holdings Inc.          673,837
 48,400   Varco International Inc. (a)        1,113,200
                                            -----------
                                              5,925,124
                                            -----------
          FINANCIAL - 16.6%
 27,800   Amerus Life Holdings Inc. Class A
            (a)                                 639,400
 81,100   BA Merchant Services Inc. Class A
            (a)                               1,135,400
 26,600   Bank United Corp. Class A             811,300
 16,000   Bay View Capital Corp. (a)            777,000
 31,100   CMAC Investment Corp.               1,181,800
 47,700   CWM Mortgage Holdings Inc.            948,037

  7,650   Charter One Financial Inc.            340,425
 41,950   Commercial Federal Corp.            1,405,325
 30,700   Cullen/Frost Bankers Inc.           1,074,500
 35,200   FBL Financial Group Inc. Class A      884,400
 34,600   Inkeepers USA Trust                   484,400
 21,500   MLF Bancorp Inc.                      349,375
 27,000   North Fork BanCorp. Inc.            1,069,875
 13,700   Penncorp Financial Group Inc.         470,937
 25,600   Starwood Lodging Trust                985,600
  1,600   Sun Communities Inc.                   51,200
 62,710   UST Corp.                           1,175,812
                                            -----------
                                             13,784,786
                                            -----------
          HEALTH CARE - 11.8%
  8,900   AmeriSource Health Corp. Class A
            (a)                                 397,162
 16,400   Arbor Health Care Co. (a)             401,800
 13,400   Bergen Brunswig Corp. Class A         457,275
 65,700   Coventry Corp. (a)                    849,993
 11,500   Express Scripts Inc. Class A (a)      422,625
 25,700   Genzyme Corp. (a)                     594,312
 56,300   Haemonetics Corp. (a)                 935,987
 31,200   Health Care and Retirement Corp.      986,700
 27,662   Healthdyne Technologies Inc. (a)      408,015
 39,100   Healthsource Inc. (a)                 821,100
 17,800   Invacare Corp.                        353,775
 39,600   Isis Pharmaceuticals Inc. (a)         584,100
 54,000   Matria Healthcare Inc. (a)            209,250
 53,250   Multicare Companies Inc. (a)          991,781
 98,100   Transitional Hospitals Corp. (a)      981,000
 
- --------------------------------------------------------------------------------
                                       13
<PAGE>

- --------------------------------------------------------------------------------
Schroder U.S. Smaller Companies Portfolio
- --------------------------------------------------------------------------------
 
SCHEDULE OF INVESTMENTS  (CONCLUDED)
AS OF APRIL 30, 1997 (UNAUDITED)

SHARES                                       VALUE US$
- -------                                     -----------
          HEALTH CARE (CONCLUDED)
 18,500   Value Health Inc. (a)             $   372,315
                                            -----------
                                              9,767,190
                                            -----------
          TECHNOLOGY - 11.8%
 23,500   Amphenol Corp. Class A (a)            596,312
 19,300   Antec Corp. (a)                       168,875
137,600   Computervision Corp. (a)              481,600

 26,800   Credence Systems Corp. (a)            425,450
  2,600   Cymer Inc. (a)                        106,926
 43,200   EG&G Inc.                             815,400
 25,500   Evans & Sutherland Computer Corp.
            (a)                                 592,875
 36,000   Exabyte Corp. (a)                     486,000
 51,100   INTERSOLV (a)                         389,637
 43,200   InterVoice Inc. (a)                   410,400
 15,400   Intergraph Corp. (a)                   98,175
 14,700   Lam Research Corp. (a)                426,300
 46,300   Marcam Corp. (a)                      544,025
 39,100   MicroTouch Systems Inc. (a)           835,762
 29,400   Molecular Dynamics Inc. (a)           363,825
 28,300   Symbol Technologies Inc.              916,212
 37,700   System Software Associates Inc.       202,637
 24,600   Thomas & Betts Corp.                1,116,225


SHARES                                       VALUE US$
- -------                                     -----------
          TECHNOLOGY (CONCLUDED)
 44,600   Wang Laboratories Inc. (a)        $   774,925
                                            -----------
                                              9,751,561
                                            -----------
          TRANSPORTATION/SERVICES/
            MISCELLANEOUS - 4.1%
 24,700   ASA Holdings Inc.                     524,875
 22,200   Aviall Inc.                           263,686
 39,900   Comair Holdings Inc.                  842,887
 19,400   Jacor Communications Inc. (a)         545,627
 15,600   Mid-America Apartment Communities
            Inc.                                403,650
  2,200   Premier Parks Inc. (a)                 65,176
 28,100   RemedyTemp Inc. Class A (a)           428,525
 15,000   U.S. Rentals Inc. (a)                 285,000
                                            -----------
                                              3,359,426
                                            -----------
          Total Investments - 93.7%
            (cost $76,453,591)               77,650,972
          Other Assets Less
            Liabilities - 6.3%                5,194,310
                                            -----------
          Total Net Assets - 100.0%         $82,845,282
                                            -----------
                                            -----------
 
- ------------------
 
(a) Non-income producing security.
 
    The accompanying notes are an integral part of the financial statements.
 

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

<PAGE>

- --------------------------------------------------------------------------------
Schroder of U.S. Smaller Companies Portfolio
- --------------------------------------------------------------------------------
 
STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1997 (UNAUDITED)
 
<TABLE>
<S>                                                                           <C>
ASSETS:
         Investments (Note 2):
            Investments at cost                                               $76,453,591
            Net unrealized appreciation (depreciation)                          1,197,381
                                                                              -----------
 
                              Total Investments at value                       77,650,972
 
         Cash and Cash Equivalents (Note 2)                                     4,291,371
         Receivable for securities sold                                           993,313
         Receivable for dividends and interest                                     85,101
                                                                              -----------
 
                              Total Assets                                     83,020,757
                                                                              -----------
LIABILITIES:
         Payable for securities purchased                                          89,513
         Payable to investment adviser (Note 3)                                    38,394
         Payable to other related parties (Note 3)                                  4,861
         Accrued fees and other expenses                                           42,707
                                                                              -----------
 
                              Total Liabilities                                   175,475
                                                                              -----------
 
                              Net Assets                                      $82,845,282
                                                                              -----------
                                                                              -----------
COMPONENTS OF NET ASSETS:
         Investors' capital                                                   $81,647,901
         Net unrealized appreciation (depreciation) on investments              1,197,381
                                                                              -----------
 
                              Net Assets                                      $82,845,282
                                                                              -----------
                                                                              -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 

- --------------------------------------------------------------------------------
                                       15

<PAGE>

- --------------------------------------------------------------------------------
Schroder of U.S. Smaller Companies Portfolio
- --------------------------------------------------------------------------------
 
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED APRIL 30, 1997 (UNAUDITED)
 
<TABLE>
<S>                                                                           <C>
INVESTMENT INCOME:
         Dividend income                                                       $  219,428
         Interest income                                                           89,273
                                                                              ------------
 
                              Total Investment Income                             308,701
                                                                              ------------
EXPENSES:
         Investment advisory (Note 3)                                             163,030
         Administration (Note 3)                                                   20,379
         Transfer agency (Note 3)                                                   6,025
         Custody                                                                    9,657
         Accounting (Note 3)                                                       18,000
         Legal                                                                      4,522
         Audit                                                                      5,500
         Trustees                                                                   1,374
         Miscellaneous                                                             10,346
                                                                              ------------
 
                              Total Expenses                                      238,833
         Fees waived and expenses reimbursed (Note 6)                              (7,858)
                                                                              ------------
 
                              Net Expenses                                        230,975
                                                                              ------------
NET INVESTMENT INCOME (LOSS)                                                       77,726
                                                                              ------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
         Net realized gain (loss) on investments sold                           1,865,744
 
         Net change in unrealized appreciation (depreciation) on
           investments                                                         (1,754,714)
                                                                              ------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS                            111,030
                                                                              ------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                $  188,756
                                                                              ------------
                                                                              ------------
</TABLE>

 
    The accompanying notes are an integral part of the financial statements.
 
- --------------------------------------------------------------------------------
                                       16
<PAGE>

- --------------------------------------------------------------------------------
Schroder of U.S. Smaller Companies Portfolio
- --------------------------------------------------------------------------------
 
STATEMENTS OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                                         FOR THE SIX MONTHS
                                                                               ENDED             FOR THE YEAR
                                                                           APRIL 30, 1997           ENDED
                                                                            (UNAUDITED)        OCTOBER 31, 1996
                                                                         ------------------    ----------------
 
<S>                                                                      <C>                   <C>
NET ASSETS, BEGINNING OF PERIOD                                             $ 28,929,477         $         --
                                                                         ------------------    ----------------
OPERATIONS:
         Net investment income (loss)                                             77,726               22,137
         Net realized gain (loss) on investments sold                          1,865,744              735,049
         Net change in unrealized appreciation (depreciation) on
           investments                                                        (1,754,714)           2,952,095
                                                                         ------------------    ----------------
         Net increase (decrease) in net assets resulting from
           operations                                                            188,756            3,709,281
                                                                         ------------------    ----------------
TRANSACTIONS IN INVESTORS' BENEFICIAL INTEREST:
         Contributions                                                        58,739,351           26,247,304
         Withdrawals                                                          (5,012,302)          (1,027,108)
                                                                         ------------------    ----------------
         Net transactions in investors' beneficial interest                   53,727,049           25,220,196
                                                                         ------------------    ----------------
         Net increase (decrease) in net assets                                53,915,805           28,929,477
                                                                         ------------------    ----------------
NET ASSETS, END OF PERIOD                                                   $ 82,845,282         $ 28,929,477
                                                                         ------------------    ----------------
                                                                         ------------------    ----------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
- --------------------------------------------------------------------------------
                                       17


<PAGE>

- --------------------------------------------------------------------------------
Schroder U.S. Smaller Companies Portfolio
- --------------------------------------------------------------------------------
 
FINANCIAL HIGHLIGHTS
 
     Portfolio performance for the following periods:
 
<TABLE>
<CAPTION>
                                                                           For the Six
                                                                           Months Ended        For the Period
                                                                          April 30, 1997           Ended
                                                                           (Unaudited)      October 31, 1996 (a)
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>               <C>
Ratio to Average Net Assets:
  Expenses including reimbursement/waiver                                     0.85%(b)             0.85%(b)
  Expenses excluding reimbursement/waiver                                     0.88%(b)             1.31%(b)
  Net investment income including reimbursement/waiver                        0.29%(b)             0.50%(b)
 
Average brokerage commission per share (c)                                  $ 0.0585             $ 0.0562
Portfolio turnover rate                                                      24.66%               17.30%
</TABLE>
 
- ------------------
 
(a) Commencement of operations was August 15, 1996.
 
(b) Annualized.
 
(c) Amount represents the average commission per share paid to brokers on the
    purchase and sale of portfolio securities.
 
- --------------------------------------------------------------------------------
                                       18


<PAGE>

- --------------------------------------------------------------------------------
Schroder U.S. Smaller Companies Portfolio
- --------------------------------------------------------------------------------
 
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
 
NOTE 1. ORGANIZATION
 
         Schroder Capital Funds ('Schroder Core') was organized as a Delaware
   business trust on September 7, 1995. Schroder Core, which is registered as an
   open-end, management investment company under the Investment Company Act of
   1940 (the 'Act'), currently has five investment portfolios. Included in this
   report is Schroder U.S. Smaller Companies Portfolio (the 'Portfolio'), a
   diversified portfolio that commenced operations on August 15, 1996. Under its
   Trust Instrument, Schroder Core is authorized to issue an unlimited number of
   interests without par value. Interests in the Portfolio are sold in private
   placement transactions without any sales charges to institutional clients,
   including open-end, management investment companies.
 
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
 
         These financial statements are prepared in accordance with generally
   accepted accounting principles, which require management to make estimates
   and assumptions that affect the reported amounts of assets and liabilities,
   disclosure of contingent assets and liabilities at the date of the financial
   statements, and the reported amounts of increase and decrease in net assets
   from operations during the fiscal period. Actual results could differ from
   those estimates.
 
         The following represent significant accounting policies of the
   Portfolio:
 
   SECURITY VALUATION
 
         Portfolio securities listed on 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 the last sale price on
   the proceeding trading day or at closing mid-market prices. Securities traded
   in over-the-counter markets, or listed securities for which no trade is
   reported on the valuation date, are valued at the most recent reported
   mid-market price. Other securities and assets for which market quotations are
   not readily available are valued at fair value as determined in good faith
   using methods approved by the Schroder Core Board of Trustees.
 
   CASH EQUIVALENTS
 
         The Portfolio considers all deposits and the related interest income in
   the Chase Money Market Account to be cash equivalents.
 
   INVESTMENT INCOME
 

         Dividend income is recorded on the ex-dividend date. Interest income is
   recorded on an accrual basis.
 
   SECURITY TRANSACTIONS
 
         Investment transactions are accounted for on the trade date. Realized
   gain and loss from investment transactions are determined on the basis of
   identified cost.
 
NOTE 3. INVESTMENT ADVISORY AND OTHER SERVICES
 
   INVESTMENT ADVISER
 
         The investment adviser to the Portfolio is Schroder Capital Management
   International Inc. ('SCMI'). Pursuant to an Investment Advisory Agreement,
   SCMI is entitled to receive an annual fee, payable monthly, of 0.60% of the
   average daily net assets.
 
- --------------------------------------------------------------------------------
                                       19
<PAGE>

- --------------------------------------------------------------------------------
Schroder U.S. Smaller Companies Portfolio
- --------------------------------------------------------------------------------
 
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)  (CONCLUDED)
 
   ADMINISTRATION
 
         On behalf of the Portfolio, the Trust has entered into an
   Administration Agreement with Schroder Fund Advisors Inc. In addition, the
   Trust has entered into a Subadministration Agreement with Forum
   Administrative Services, Limited Liability Company ('Forum') under which
   Forum is entitled to receive an annual fee, payable monthly, at the rate of
   0.075% of the Portfolio's average daily net assets. Previous
   subadministration agreements in effect with Forum Financial Services, Inc.
   during the period were identical in all material terms including fees.
 
   TRANSFER AGENT
 
         Forum Financial Corp.(Registered) ('FFC') serves as the Portfolio's
   transfer agent and is entitled to receive compensation for those services
   from the Schroder Core with respect to the Portfolio in the amount of $12,000
   per year plus certain other fees and expenses.
 
   OTHER SERVICE PROVIDERS
 
         FFC also performs portfolio accounting for the Portfolio and is
   entitled to receive compensation for those services by the Portfolio in the
   amount of $36,000 per year, plus certain amounts based upon the number and
   types of portfolio transactions.
 
NOTE 4. PURCHASES AND SALES OF SECURITIES

 
         The cost of securities purchased and the proceeds from sales of
   securities (excluding short-term investments) for the six months ended April
   30, 1997 aggregated $63,598,756 and $12,308,930, respectively.
 
         For federal income tax purposes, the tax basis of investment securities
   owned as of April 30, 1997 was $80,743,830. The aggregate gross unrealized
   appreciation for all securities in which there was an excess of market value
   over tax cost was $6,487,682, and aggregate gross unrealized depreciation for
   all securities in which there was an excess of tax cost over market value was
   $5,259,248.
 
NOTE 5. FEDERAL 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 gain have been distributed by the Portfolio.
 
NOTE 6. WAIVER OF FEES AND REIMBURSEMENT OF EXPENSES
 
         SCMI voluntarily has waived a portion of its fees and has assumed
   certain expenses of the Portfolio so that its total expenses would not exceed
   certain limitations. The expense limitations cannot be modified or withdrawn
   except by a majority vote of the Trustees of Schroder Core. Forum and FFC may
   waive voluntarily all or a portion of their fees, from time to time. For the
   period ended April 30, 1997, fees waived by SCMI were $7,858.
 
- --------------------------------------------------------------------------------
                                       20


<PAGE>
 
TRUSTEES
 
Hermann C. Schwab
Peter E. Guernsey
John I. Howell
Clarence F. Michalis
Mark J. Smith
 
OFFICERS
 
Hermann C. Schwab
  Chairman of the Board
Mark J. Smith
  President
Mark Astley
  Vice President
Robert G. Davy
  Vice President
Margaret H. Douglas-Hamilton
  Vice President
Richard Foulkes
  Vice President
John Y. Keffer
  Vice President
Jane Lucas
  Vice President
Catherine A. Mazza
  Vice President
Michael Perelstein
  Vice President
Fariba Talebi
  Vice President
John A. Troiano
  Vice President
Ira L. Unschuld
  Vice President
Alexandra Poe
  Vice President
  Secretary
Robert Jackowitz
  Treasurer
Thomas G. Sheehan
  Assistant Treasurer
  Assistant Secretary
Catherine S. Wooledge
  Assistant Treasurer
  Assistant Secretary
Barbara Gottlieb
  Assistant Secretary
Mary Kunkemueller
  Assistant Secretary
Gerardo Machado

  Assistant Secretary

<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
Chase MetroTech Center
Brooklyn, NY 11245
 
TRANSFER AND DIVIDEND
DISBURSING AGENT
Forum Financial Corp.
Two Portland Square
Portland, Maine 04101
 
COUNSEL
Ropes & Gray
One International Place
Boston, MA 02110-2624
 
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.
Smaller Companies 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.
 

  [SCHRODERS LOGO]



      Schroder
      U.S. Smaller
      Companies
      Fund



      SEMI-ANNUAL REPORT

      April 30, 1997
      (Unaudited)



      Schroder Capital Funds
        (Delaware)



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