SCHRODER CAPITAL FUNDS /DELAWARE/
N-30D, 1998-06-30
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Schroder All-Asia Fund
- --------------------------------------------------------------------------------
 
P.O. Box 8507, Boston, MA 02266
(800) 464-3108
 
INVESTMENT OBJECTIVE
 
The investment objective of the Fund is long-term capital appreciation through
investment primarily in equity securities of Asian companies.
 
INVESTMENT ADVISER
 
Schroder Capital Management International Inc. (the 'Investment Adviser') is a
wholly owned indirect subsidiary of Schroders plc, a 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 operations of the Schroder Group are located in 20 countries
worldwide including 12 offices in Asia. The Schroder Group has been managing
international investment portfolios since the early years of this century. As of
December 31, 1997, the Schroder Group had over $175 billion in assets under
management. As of March 31, 1998, the Investment Adviser, together with its U.K.
affiliate, Schroder Capital Management International Ltd., had over $29 billion
under management, of which approximately $8.5 billion was invested in the Asian
region.
 
                                                                   June 15, 1998
 
Dear Shareholder,
 
     On March 20, 1998, Schroder All-Asia Fund commenced operations by acquiring
the assets and liabilities of Schroder Asian Growth Fund, Inc., a closed-end
fund that had operated since December 30, 1993. This conversion to open-end
status gave shareholders the advantages of additional account services,
including daily pricing and liquidity. The conversion did not affect the Fund's
investment strategy, however, widespread market volatility in the region during
the first quarter of 1998 provided an especially challenging investment
environment in which to accomplish such transition.
 
     Most Asian markets were volatile over the six months ended April 30, 1998
as investors responded to rapidly unfolding developments across the region. Late
last year, management's investment view was that currency stability was the key
ingredient to restoring investor confidence. We expected the outlook for the
region's markets to remain volatile as economies adjusted to slower growth. The
Fund's strategy was defensive and emphasized countries within the portfolio that
had the most favorable macroeconomic conditions. Over the first calendar quarter
of 1998, currency stability was restored as governments responded to
International Monetary Fund imposed conditions. As a result, regional stock
markets rallied broadly from their oversold levels.
 
     Overall, the investment strategy of the portfolio remains defensive. In the
short-term, the region will continue to be impacted by external factors such as
a potential U.S. interest rate rise and the failure of Japan's government to
provide a satisfactory economic stimulus. Pressure on the Japanese yen should
also present additional difficulties to Asian exporters.

 
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Schroder All-Asia Fund
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     Longer-term, management remains confident that the region can return to a
favorable growth environment. The current moves to reform the financial sector
look positive, the potential for export recovery remains, and the current tight
liquidity conditions are expected to improve towards the second half of the
fiscal year.
 
     Thank you for your interest in the Schroder All-Asia Fund.
 
                                         Sincerely,
                                         /s/ I. Peter Sedgwick
					 I. Peter Sedgwick
                                         Chairman


                                         /s/ Louise Croset
                                         Louise Croset
                                         President
 
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                                       2

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Schroder All-Asia Fund
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MANAGEMENT DISCUSSION AND ANALYSIS (As of April 30, 1998) (unaudited)
 
Q: With the Fund's recent conversion from a closed-end to an open-end fund, has
its investment management style changed?
 
A : The investment style has not changed as a result of the recent conversion.
The Fund will continue to emphasize companies that are well-managed and of good
quality. Schroders has an extensive network of 12 offices based in the region,
where our research analysts are well placed to identify investment opportunities
appropriate for the Fund.
 
Q: What are the characteristics of companies management looks for? Why have
those companies fared poorly in recent months?
 
A : Fund management seeks to invest in companies that, by the nature of their
business activity, will typically exhibit above average earnings growth relative
to the market and be in control of their pricing environment. Often they will be
market leaders in the relevant industry sector. Many of the companies exhibiting
these qualities tend to be at the larger, more liquid end of the capitalization
spectrum. In volatile markets, such as that which was witnessed during the Asian
crisis last year, these stocks were not insulated from market volatility.
 
Q: What is the Fund's current exposure to Asian emerging markets?
 
A : Having reduced the Fund's overall position in emerging markets towards the
end of the last calendar year, management raised the Fund's exposure to Korea
where the government showed commitment to International Monetary Fund
conditions. Within the emerging markets, management favors Northern Asian
Countries and India. Management has tended to underweight the Southeast Asian
emerging markets versus the benchmark as companies in these markets continue to
have poor fundamentals and need to raise high levels of capital. The weakness of
the financial sector in these countries is also cause for concern.
 
The Fund's largest position in emerging Asia continues to be India. Despite the
ongoing political uncertainty, the market still offers attractively valued
investment opportunities across a broad range of sectors. The Fund's weighting
in Taiwan remains high in absolute terms although it is underweight versus the
benchmark. Management will look to raise weightings in the smaller markets only
when valuations return to reasonable levels, and the prospect for corporate
earnings growth is brighter.
 
Q: What is the Fund's current position in the developed Asian markets?
 
A : Within Hong Kong and Singapore, the Fund maintained its position in
defensive companies, despite a relaxation of interest rates that recently
favored financial and real estate companies. Although such companies are
financially sounder than others in the region, they should be adversely affected
by domestic economic developments in the short term.
 
The views expressed in this report were those of the Fund's portfolio managers
as of April 30, 1998, 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 investments
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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                                       3

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Schroder All-Asia Fund
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           PORTFOLIO CHARACTERISTICS AS OF APRIL 30, 1998 (UNAUDITED)
 
                  INVESTMENT BY INDUSTRY
 
INDUSTRY                                   % OF NET ASSETS
- ----------------------------------------------------------
Capital Equipment                                21.4%
Construction                                      0.8%
Consumer Goods                                    5.2%
Energy                                            8.0%
Finance                                          15.4%
Machinery                                         0.7%
Materials                                         4.6%
Multi-Industry                                   10.1%
Real Estate                                       7.9%
Services                                         17.4%
Telecommunications                                5.9%
Cash and other Net Assets                         2.6%
                                           ---------------
Total                                           100.0%
                                           ---------------
                                           ---------------


 
                                TOP TEN HOLDINGS
 
SECURITY                                   % OF NET ASSETS
- ----------------------------------------------------------
Singapore Press Holdings Ltd. (SGD)              3.09%
HSBC Banking Corp. (HK)                          2.92%
Cheung Kong (HK)                                 2.76%
Hutchison Whampoa (HK)                           2.66%
Matsushita Electric Ind. (JAP)                   2.08%
Cheung Kong Infrastructure. Hldgs. (HK)          1.96%
United Overseas Bank Ltd. (HK)                   1.96%
Henderson Land Dev. Co. Ltd. (HK)                1.95%
Takeda Chemical Inds. (JAP)                      1.93%
New World Development Co. (HK)                   1.93%
                                           ---------------
Total                                           23.24%
                                           ---------------
                                           ---------------



 
                    COUNTRY WEIGHTINGS
 
COUNTRY                                    % OF NET ASSETS
- ----------------------------------------------------------
Japan                                            34.4%
Hong Kong/China                                  26.8%
Singapore                                        11.5%
Malaysia                                          9.1%
India                                             4.3%
Korea                                             4.2%
Taiwan                                            3.2%
Philippines                                       1.7%
Indonesia                                         1.3%
Thailand                                          0.9%
Cash and Other Net Assets                         2.6%
                                           ---------------
Total                                           100.0%
                                           ---------------
                                           ---------------
 
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                                       4

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Schroder All-Asia Fund
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STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1998 (UNAUDITED)
 
<TABLE>
<S>                                                                         <C>
ASSETS:
         Investments (Notes 1 and 2):
            Investment in Schroder Asian Growth Fund Portfolio
              and Schroder Japan Portfolio (the 'Portfolios')                $ 87,949,147
         Receivable for Fund shares redeemed                                       18,599
         Other Receivables                                                         12,030
         Organization costs, net of amortization (Note 2)                          22,716
                                                                             ------------
 
                              Total Assets                                     88,002,492
                                                                             ------------
LIABILITIES:
         Payable for Fund shares redeemed                                         625,497
         Payable to subadministrator (Note 3)                                       3,976
         Accrued expenses and other liabilities                                   208,118
                                                                             ------------
 
                              Total Liabilities                                   837,591
                                                                             ------------
 
                              Net Assets                                     $ 87,164,901
                                                                             ------------
                                                                             ------------
COMPONENTS OF NET ASSETS:
         Paid-in capital                                                     $178,027,869
         Undistributed net investment income (loss)                              (277,537)
         Accumulated net realized gain (loss)                                 (75,724,736)
         Net unrealized appreciation (depreciation) on investments            (14,860,695)
                                                                             ------------
 
                              Net Assets                                     $ 87,164,901
                                                                             ------------
                                                                             ------------
 
SHARES OF BENEFICIAL INTEREST                                                  10,643,640
NET ASSET VALUE OFFERING AND REDEMPTION PRICE PER SHARE
  (NET ASSETS + SHARES OF BENEFICIAL INTEREST)                                      $8.19
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
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                                       5

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Schroder All-Asia Fund
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STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                                   FOR THE PERIOD MARCH 23, 1998
                                                                   (COMMENCEMENT OF OPERATIONS)
                                                                   TO APRIL 30, 1998 (UNAUDITED)
                                                                 ---------------------------------
<S>                                                              <C>
NET INVESTMENT INCOME ALLOCATED FROM THE PORTFOLIO:
         Dividend income (net of foreign withholding taxes of
           $44,656)                                                        $     756,621
         Interest Income                                                         614,809
         Net expenses                                                           (126,955)
                                                                        ----------------
                  Net Investment Income allocated from the
                    Portfolio                                                  1,244,475
                                                                        ----------------
EXPENSES:
         Investment Advisory (Note 3)                                            536,538
         Asset Allocation                                                         21,796
         Administration (Note 3)                                                 139,584
         Subadministration (Note 3)                                                5,449
         Transfer agency (Note 3)                                                 64,890
         Shareholder Services (Note 3)                                            27,245
         Custody                                                                  45,823
         Accounting (Note 3)                                                       1,290
         Reporting                                                                22,619
         Registration                                                             20,880
         Audit                                                                    18,817
         Amortization of organization costs (Note 2)                              16,851
         Legal                                                                   112,623
         Insurance                                                                29,306
         Trustee                                                                  11,272
         Miscellaneous                                                            27,101
                                                                        ----------------
                  Total Expenses                                               1,102,084
         Fees waived and expenses reimbursed (Note 4)                            (27,245)
                                                                        ----------------
                  Net expenses                                                 1,074,839
                                                                        ----------------
NET INVESTMENT INCOME (LOSS)                                                     169,636
                                                                        ----------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND
    FOREIGN CURRENCY TRANSACTIONS ALLOCATED FROM
    THE PORTFOLIO:
         Net realized gain (loss) on investments sold (A)                    (46,914,132)
         Net realized gain (loss) on foreign currency
           transactions                                                         (126,772)
                                                                        ----------------
                  Net realized gain (loss) on investments and
                    foreign currency transactions                            (47,040,904)
                                                                        ----------------
         Net change in unrealized appreciation (depreciation) on
           investments (B)                                                    31,041,946
         Net change in unrealized appreciation (depreciation) on
           foreign currency transactions                                          (4,612)
                                                                        ----------------
                  Net change in unrealized appreciation
                    (depreciation) on investments and foreign
                    currency transactions                                     31,037,334
                                                                        ----------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND
    FOREIGN CURRENCY TRANSACTIONS ALLOCATED FROM
    THE PORTFOLIOS                                                           (16,003,570)
                                                                        ----------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS            $ (15,833,934)
                                                                        ----------------
                                                                        ----------------
</TABLE>
 
(A) Net of Indian capital gain tax of $171,672.
(B) Net of deferred Indian capital gain tax of $29,858.
 
    The accompanying notes are an integral part of the financial statements.
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                                       6


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Schroder All-Asia Fund
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STATEMENTS OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                              FOR THE
                                                            PERIOD ENDED       FOR THE YEAR
                                                           APRIL 30, 1998         ENDED
                                                            (UNAUDITED)*     OCTOBER 31, 1997
                                                           --------------    ----------------
<S>                                                        <C>               <C>
NET ASSETS, BEGINNING OF PERIOD                             $ 150,405,575      $257,844,712
                                                           --------------    ----------------
OPERATIONS:
         Net investment income (loss)                             169,636          (716,825)
         Net realized gain (loss) on investments              (47,040,904)        3,109,202
         Net change in unrealized appreciation
           (depreciation) on investments                       31,037,334       (62,127,283)
                                                           --------------    ----------------
         Net increase (decrease) in net assets resulting
           from operations                                    (15,833,934)      (59,734,906)
                                                           --------------    ----------------
DISTRIBUTION TO SHAREHOLDERS FROM:
         Net investment income                                         --        (1,826,573)
                                                           --------------    ----------------
CAPITAL SHARE TRANSACTIONS:
         Sale of shares                                            37,057                --
         Reinvestment of distributions                                 --                --
         Redemption of shares                                 (47,443,797)      (45,877,658)
                                                           --------------    ----------------
         Net increase (decrease) from capital share
           transactions                                       (47,406,740)      (45,877,658)
                                                           --------------    ----------------
         Net increase (decrease) in net assets                (63,240,674)     (107,439,137)
                                                           --------------    ----------------
NET ASSETS, END OF PERIOD (INCLUDING LINE A)                   87,164,901       150,405,575
                                                           --------------    ----------------
                                                           --------------    ----------------
(A) Accumulated undistributed net investment income
    (loss)                                                  $    (277,537)     $   (245,643)
                                                           --------------    ----------------
                                                           --------------    ----------------
SHARE TRANSACTIONS:
         Sale of shares                                             4,484                --
         Redemption of shares                                  (5,468,256)               --
                                                           --------------    ----------------
         Net increase (decrease) in shares                     (5,463,772)               --
                                                           --------------    ----------------
                                                           --------------    ----------------
</TABLE>
 
  * Schroder All-Asia Fund converted from Schroder Asian Growth Fund, Inc., a
                       closed-end fund, on March 20, 1998
 
    The accompanying notes are an integral part of the financial statements.
 
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                                       7

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Schroder All-Asia Fund
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FINANCIAL HIGHLIGHTS
 
     Selected per share data and ratios for a share outstanding throughout the
period:
 
<TABLE>
<CAPTION>
                                      For the Period
                                     November 1, 1997                                                      For the Period
                                    through April 30,             For the Year Ended October 31,          December 30, 1993
                                           1998            --------------------------------------------    to October 31,
                                     (unaudited) (a)           1997            1996            1995             1994

- ---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                    <C>             <C>             <C>            <C>
Net Asset Value, Beginning of
  Period                                 $   9.34            $  13.15        $  12.62        $  13.84         $   14.01
                                    ------------------     ------------    ------------    ------------   -----------------
Investment Operations
  Net Investment Income
     (Loss)                                 (0.01) (b)          (0.05)          (0.03)           0.02             (0.01) (b)
  Net Realized and
     Unrealized Gain (Loss)
     on Investments                         (1.16)              (3.66)           0.56           (1.24)            (0.16)
                                    ------------------     ------------    ------------    ------------   -----------------
Total from Investment Operations            (1.15)              (3.71)           0.53           (1.22)            (0.17)
                                    ------------------     ------------    ------------    ------------   -----------------
Distributions From
  Net Investment Income                        --               (0.09)             --              --                --
                                    ------------------     ------------    ------------    ------------   -----------------
Tender offer costs charged to
  paid-in-capital in excess of
  par                                          --               (0.01)             --              --                --
                                    ------------------     ------------    ------------    ------------   -----------------
Net Asset Value, End of
  Period                                 $   8.19            $   9.34        $  13.15        $  12.62         $   13.84
                                    ------------------     ------------    ------------    ------------   -----------------
                                    ------------------     ------------    ------------    ------------   -----------------
Total Return (c)                           -12.31%(d)          -28.62%           4.20%          -8.82%            -1.21%(d)
Ratio/Supplementary Data
Net Assets at End of Period
  (in thousands)                         $ 87,165            $150,406        $257,840        $247,490         $ 271,420
Ratios to Average Net Assets:
  Expenses including
     reimbursement/waiver                    1.87%(b)(e)            --              --              --                --
  Expenses excluding
     reimbursement/waiver                    1.91%(b)(e)         1.78%           1.57%           1.65%             1.59%(e)
  Net investment income
     (loss) including
     reimbursement/waiver                    0.26%(b)(e)        -0.31%          -0.19%           0.12%            -0.10%(e)
Average Commision Rate Per Share
  (f)                                       N/A               $ 0.0142        $ 0.0224         N/A                 N/A
Portfolio Turnover Rate                     N/A                39.14%          34.71%          66.79%              1.98%
</TABLE>
 
- ------------------
(a) The Fund commenced operations on March 23, 1998 (see Note 1).
(b) Includes the Fund's proportionate share of income and expenses of each of
    the Portfolios.
(c) For periods prior to March 20, 1998, total return calculations reflect the
    expenses for Schroder Asia Growth Fund, Inc. Had the Fund's expenses been
    used, total returns would have been lower. For the period ended April 30,
    1998, total return would have been lower had certain fees and expenses of
    the Fund not been limited by SCMI (See Note 4).
(d) Not annualized.
(e) Annualized.
(f)  For fiscal years beginning on or after September 1, 1995, the Fund is
     required to disclose the average commissions per share paid by the
     Portfolios to brokers on the purchase and sale of equity securities on
     which commissions are charged.
 
    The accompanying notes are an integral part of the financial statements.
 
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                                       8

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Schroder All-Asia Fund
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
 
NOTE 1. ORGANIZATION
 
         Schroder Series Trust II (Delaware) (the 'Trust') was organized as a
   Delaware business trust on December 5, 1997. The Trust, which is registered
   as an open-end, management investment company under the Investment Company
   Act of 1940 (the 'Act'), currently has one investment portfolio. Included in
   this report is the Schroder All-Asia Fund (the 'Fund'), a non-diversified
   portfolio that was converted, as of March 20, 1998, from Schroder Asian
   Growth Fund, Inc., a closed-end fund that commenced operations on December
   30, 1993. Under its Trust Instrument, the Trust is authorized to issue an
   unlimited number of the Fund's Class A Shares.
 
   MASTER-FEEDER ARRANGEMENT
 
         The Fund currently invests substantially all of its assets in Schroder
   Asian Growth Fund Portfolio and Schroder Japan Portfolio (the 'Portfolios'
   and each a 'Portfolio'). Each are seperately managed, non-diversified
   investment portfolios of Schroder Capital Funds ('Schroder Core'). 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 a 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 each Portfolio
   as a partnership investment and records daily its share of each Portfolio's
   income, expenses and realized and unrealized gain and loss. The Portfolio's
   financial statements are included on pages 12 to 28 in this report and should
   be read in conjunction with the Fund's financial statements. The Fund owns
   approximately 99.9% and 99.8% of the Schroder Asian Growth Fund Portfolio and
   the Schroder Japan Portfolio, respectively, and may be deemed under certain
   circumstances, for purposes of the Act, to control the Portfolios.
 
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
   the close of trading on the New York Stock Exchange on each Fund business
   day. Valuation of securities held in each Portfolio are discussed in the
   Notes to the Financial Statements of the Portfolios.
 
   INVESTMENT INCOME AND EXPENSES
 
         The Trust records daily its pro rata share of the Portfolios' income,
   expenses and realized and unrealized gain and loss. In addition, the Fund
   accrues its own expenses.
 
   DISTRIBUTIONS TO SHAREHOLDERS
 
         Dividends and capital gain distributions, if any, are distributed to
   shareholders at least annually. Distributions are based on amounts calculated
   in accordance with applicable federal income tax regulations, which may
   differ from generally accepted accounting principles. These differences are
   due primarily to differing treatments of income and gain on various
   investment securities held by the Fund, timing differences and differing
   characterizations of distributions made by the Fund.
 
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                                       9

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Schroder All-Asia Fund
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NOTES TO FINANCIAL STATEMENTS  (CONCLUDED)
 
   FEDERAL TAXES
 
         The Fund intends to qualify and continue to qualify each year as a
   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.
 
         Under the applicable foreign tax law, a withholding tax may be imposed
   on interest, dividends, and capital gains at various rates. Indian tax
   regulations require that taxes be paid on capital gains realized by the Fund.
   At April 30, 1998, the Fund decreased net unrealized appreciation on
   investments by the estimated tax liability attributable to Indian investments
   of $29,858 and decreased net realized gains on investments by $171,672 for
   taxes incurred on gains realized from Indian investments.
 
   ORGANIZATIONAL COSTS
 
         Costs incurred by the Fund in connection with its organization are
   being amortized on a straight line basis over a five year period.
 
NOTE 3. INVESTMENT ADVISORY AND OTHER SERVICES
 
   INVESTMENT ADVISERS
 
         The Fund currently invests all of its assets in the Portfolios, which
   retain Schroder Capital Management International Inc. ('SCMI') to act as
   investment adviser pursuant to an Investment Advisory Agreement. See Notes to
   the Financial Statements of each Portfolio. SCMI also serves as investment
   adviser to the Fund under an investment advisory and asset allocation
   agreement with the Trust. Under this agreement, SCMI is entitled to receive a
   monthly investment advisory fee for asset allocation services at an annual
   rate of 0.20% of the Fund's average daily net assets with respect to assets
   invested in the Portfolios.
 
   ADMINISTRATOR AND SUBADMINISTRATOR
 
         The administrator is Schroder Fund Advisors Inc. ('Schroder Advisors')
   and the Subadministrator is Forum Administrative Services, LLC ('FAdS'). For
   its services, Schroder Advisors is entitled to receive compensation at an
   annual rate, payable monthly, of 0.05% of average daily net assets of the
   Fund. For its services, FAdS is entitled to receive compensation at an annual
   rate, payable monthly, of 0.05% of average daily net assets of the Fund.
 
   TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
 
         The transfer agent and dividend disbursing agent for the Fund is Boston
   Financial Data Services (the 'Transfer Agent'). The Transfer Agent is paid a
   minimum transfer agent fee in the amount of $12,500 per year, plus certain
   other fees and expenses.
 
   SHAREHOLDER SERVICE PLAN AND SERVICE ORGANIZATIONS
 
         The Trust has adopted a Shareholder Service Plan (the 'Plan') for the
   Class A Shares under 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 net assets.
 
   OTHER SERVICE PROVIDERS
 
         Forum Accounting Services, LLC ('FAcS') is the Fund's fund accountant.
   For its services to the Fund, FAcS is entitled to receive from the Fund a fee
   of $12,000 per year.
 
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                                       10

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Schroder All-Asia Fund
- --------------------------------------------------------------------------------
 
NOTES TO FINANCIAL STATEMENTS  (CONCLUDED)
 
NOTE 4. WAIVER OF FEES AND REIMBURSEMENT OF EXPENSES
 
         Until October 31, 1998, SCMI, Schroder Advisors, and FAcS have
   volunteered to waive their compensation (and, if necessary, SCMI and Schroder
   Advisors have agreed to pay Fund expenses) to the extent that the Fund's
   total expenses would otherwise exceed an annual rate of 1.95%. SCMI and FAcS
   may continue to waive voluntarily all or a portion of their fees from time to
   time. As of April 30, 1998, SCMI and Schroder Advisors waived fees of $21,796
   and $5,449, respectively.
 
NOTE 5. PURCHASE AND REDEMPTION FEES
 
         Shares received in connection with the conversion of Schroder Asian
   Growth Fund, Inc. are subject to a redemption fee of 2.00% for the six-month
   period following the conversion on March 20, 1998. As of April 30, 1998,
   redemption fees for the Fund totalled $948,406. Redemption fees are retained
   by the Fund.
 
NOTE 6. BENEFICIAL INTEREST
 
         For the period ended April 30, 1998, there was one unaffiliated
   shareholder owning more than 10% of the Fund's net assets totaling 26.44%.
 
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                                       11

<PAGE>

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Schroder Asian Growth Fund Portfolio
- --------------------------------------------------------------------------------
 
SCHEDULE OF INVESTMENTS
APRIL 30, 1998 (UNAUDITED)

 SHARES                                     VALUE US$
- ---------                                  ------------
            CHINA - (0.3%)
    9,000   Huaneng Power International
              Inc. ADR (cost 154,845)
              Energy                            198,000
                                           ------------
            HONG KONG - (40.9%)
            COMMON STOCK - (40.9%)
  150,000   CLP Holdings Limited
              Finance                           720,363
1,115,000   Chen Hsong Holdings
              Finance                           285,008
  328,000   Cheung Kong Holdings Ltd.
              Capital Equipment               2,182,470
  674,000   Cheung Kong Infrastructure
              Holdings
              Capital Equipment               1,709,777
  574,000   China Telecom (Hong Kong)
              Services                        1,089,297
  531,000   Citic Pacific Ltd.
              Multi-Industry                  1,631,505
  994,000   Cosco Pacific Ltd.
              Finance                           673,694
   85,200   HSBC Holdings plc
              Finance                         2,431,880
  380,000   Henderson Land Development CO.
              Ltd.
              Finance                         1,697,370
  308,200   Hong Kong Telecom
              Services                          576,922
  659,600   Hong Kong and China Gas
              Company Ltd.
              Energy                            898,359
  471,000   Hongkong Electric Holdings
              Ltd.
              Energy                          1,447,154
  340,000   Hutchison Whampoa Ltd.
              Multi-Industry                  2,102,712
  590,000   New World Development Co. Ltd.
              Finance                         1,679,491
  665,000   New World Infrastructure
              Finance                         1,429,397
  248,000   Sun Hung Kai Properties Ltd.
              Finance                         1,472,741
  120,000   Swire Pacific Ltd.
              Multi-Industry                    599,528
                                           ------------
                                             22,627,668
                                           ------------
            WARRANTS (0.0%)
   35,800   Miscellaneous                             0
                                           ------------
            Total Hong Kong (cost
              $26,463,629)                   22,627,668
                                           ------------
            INDIA - (6.7%)
            COMMON STOCK (6.7%)
   31,000   Bajaj Auto Ltd.
              Services                          465,020
   99,000   Bharat Petroleum
              Capital Equipment                 997,105
 


 SHARES                                     VALUE US$
- ---------                                  ------------
            INDIA (CONCLUDED)
   34,000   Hindustan Lever Ltd.
              Multi-Industry                  1,350,069
    1,779   Ranbaxy Laboratories Ltd.
              Consumer Durables                  29,721
  125,000   State Bank of India
              Finance                           908,032
       77   Tata Engineering and
              Locomotive Co.
              Capital Equipment                     539
                                           ------------
            Total India (cost $3,145,718)     3,750,486
                                           ------------
            INDONESIA - (2.1%)
            COMMON STOCK (2.1%)
1,028,000   PT Hanjaya Mandala Sampoerna
              Consumer Non-Durables             665,175
1,232,000   PT Telekomunikasi Indonesia
              Services                          480,593
                                           ------------
            Total Indonesia (cost
              $1,566,188)                     1,145,768
                                           ------------
            KOREA, REPUBLIC OF - (6.5%)
            COMMON STOCK (6.5%)
  146,000   Daewoo Heavy Industries
              Capital Equipment                 722,080
  105,900   Kookmin Bank
              Finance                           669,551
   29,700   Korea Electric Power Corp.
              Energy                            404,445
   70,700   LG Electronics
              Electrical Appliances             841,101
       87   SK Telecom Co. Ltd.
              Telecommunications                 51,960
   16,984   Samsung Electronics Co.
              Capital Equipment                 940,379
                                           ------------
                                              3,629,516
                                           ------------
            RIGHTS (0.0%)
    1,351   Samsung Electronics
              Capital Equipment                  26,080
                                           ------------
            Total Korea, Republic Of
              (cost $4,127,727)               3,655,596
                                           ------------
            MALAYSIA - (14.3%)
            COMMON STOCK (14.3%)
  481,000   Gamuda Berhad
              Services                          542,733
  321,500   Genting Berhad
              Services                        1,065,936
  890,000   Island & Peninsular Berhad
              Multi-Industry                    644,893
  490,000   Magnum Corp. Berhad
              Finance                           327,540
  108,000   Malayan Banking Berhad
              Finance                           317,647
  313,000   Malaysia International
              Shipping Bhd
              Services                          531,431

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

                                       12

<PAGE>

- --------------------------------------------------------------------------------
Schroder Asian Growth Fund Portfolio
- --------------------------------------------------------------------------------
 
SCHEDULE OF INVESTMENTS  (CONCLUDED)
APRIL 30, 1998 (UNAUDITED)


 SHARES                                     VALUE US$
- ---------                                  ------------
            MALAYSIA (CONCLUDED)
  151,000   Malaysian Assurance Alliance
              Berhad
              Finance                           262,433
  398,000   Petronaus Gas Berhad
              Energy                            957,755
  208,000   RJ Reynolds Berhad
              Consumer Non-Durables             330,909
   82,000   Tanjong PLC
              Finance                           186,366
  470,000   Telekom Malaysia Berhad
              Services                        1,407,486
  688,000   Tenaga Nasional Berhad
              Energy                          1,370,480
                                           ------------
            Total Malaysia (cost
              $10,631,832)                    7,945,609
                                           ------------
            PHILIPPINES - (2.6%)
            COMMON STOCK (2.6%)
  468,000   Ayala Land Incorporated
              Finance                           183,585
  172,300   Manila Electric Company 'B'
              Shares
              Energy                            489,220
   29,540   Philippine Long Distance
              Telephone Company
              Telecommunications                790,920
                                           ------------
            Total Philippines (cost
              $1,541,167)                     1,463,725
                                           ------------
            SINGAPORE - (18.0%)
            COMMON STOCK (18.0%)
  263,000   City Developments Ltd.
              Finance                         1,137,702
   91,000   Development Bank of Singapore
              Ltd.
              Finance                           603,410
  408,000   Keppel Corp. Ltd.
              Services                        1,097,619
  437,000   Keppel Land Ltd.
              Services                          518,825
  207,000   NatSteel Ltd.
              Multi-Industry                    271,904
  104,000   Overseas Union Bank
              Finance                           394,064
  130,000   Singapore International
              Airlines
              Capital Equipment                 845,595



 SHARES                                     VALUE US$
- ---------                                  ------------
            SINGAPORE (CONCLUDED)
  243,727   Singapore Press Holdings Ltd.
              Services                        2,693,541
  430,000   Singapore Telecommunications,
              Ltd.
              Services                          738,617
  360,880   United Overseas Bank Ltd.
              Finance                         1,709,250
                                           ------------
            Total Singapore (cost
              $12,798,510)                   10,010,527
                                           ------------
            TAIWAN - (4.7%)
            COMMON STOCK (4.7%)
   24,000   Asustek Computer, Inc.
              Capital Equipment                 495,000
   59,500   ROC Taiwan Fund
              Finance                           505,750
   44,600   Taiwan Fund Inc.
              Finance                           738,042
   35,000   Taiwan Semiconductor
              Manufacturing Co.
              Energy                            859,688
                                           ------------
            Total Taiwan (cost $1,985,331)    2,598,480
                                           ------------
            THAILAND - (1.5%)
            COMMON STOCK (1.5%)
  103,000   Bangkok Bank Public Company
              Ltd.
              Finance                           258,332
  180,000   Electricity Generating Public
              Company Ltd.
              Services                          349,061
  101,000   Thai Farmers Bank Public
              Company Ltd.
              Finance                           231,115
                                           ------------
            Total Thailand (cost $885,598)      838,508
                                           ------------
            Total Investments (100.0%)
              (cost $63,300,545)             54,234,367
                                           ------------
            OTHER ASSETS LESS
              LIABILITIES -  (2.4%)           1,359,404
                                           ------------
                                             55,593,404
                                           ------------
                                           ------------


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

                                       13

<PAGE>

- --------------------------------------------------------------------------------
Schroder Asian Growth Fund Portfolio
- --------------------------------------------------------------------------------
 
STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1998 (UNAUDITED)
 
<TABLE>
<S>                                                                           <C>
ASSETS:
         Investments (Note 2):
            Investments at cost                                               $63,300,545
            Net unrealized appreciation (depreciation)                         (9,066,178)
                                                                              -----------
 
                  Total investments at value                                   54,234,367
 
         Cash                                                                     363,396
         Receivable for dividends, tax reclaims and interest                      196,804
         Receivable for investments sold                                        1,259,853
         Organization costs, net of amortization (Note 2)                           5,871
                                                                              -----------
 
                  Total assets                                                 56,060,291
                                                                              -----------
 
LIABILITIES:
         Payable for investments purchased                                        250,796
         Payable to adviser (Note 3)                                               36,821
         Payable to administrator (Note 3)                                          2,630
         Payable to subadministrator (Note 3)                                       2,630
         Accrued expenses and other liabilities                                   173,643
                                                                              -----------
 
                  Total liabilities                                               466,520
                                                                              -----------
                  Net Assets                                                  $55,593,771
                                                                              -----------
                                                                              -----------
 
COMPONENTS OF NET ASSETS:
         Investors' capital                                                   $64,660,290
         Net unrealized appreciation (depreciation) on investments             (9,066,519)
                                                                              -----------
                  Net Assets                                                  $55,593,771
                                                                              -----------
                                                                              -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
- --------------------------------------------------------------------------------

                                       14

<PAGE>

- --------------------------------------------------------------------------------
Schroder Asian Growth Fund Portfolio
- --------------------------------------------------------------------------------
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                                                     For the Period
                                                                                     March 23, 1998
                                                                              (commencement of operations)
                                                                                   to April 30, 1998
                                                                                      (unaudited)
                                                                              ----------------------------
<S>                                                                           <C>
INVESTMENT INCOME:
       Dividend income (net of foreign withholding taxes of $16,570)                  $    229,198
       Interest Income                                                                      73,661
                                                                                   ---------------
                     Total investment income                                               302,859
                                                                                   ---------------
 
EXPENSES:
       Investment advisory (Note 3)                                                         52,310
       Administration (Note 3)                                                               3,736
       Subadministration (Note 3)                                                            3,736
       Transfer agency (Note 3)                                                              1,298
       Custody                                                                               7,473
       Accounting (Note 3)                                                                   6,452
       Legal                                                                                   684
       Audit                                                                                12,250
       Amortization of organization costs (Note 2)                                             129
       Miscellaneous                                                                           488
                                                                                   ---------------
                     Total expenses                                                         88,556
       Fee waived and expenses reimbursed (Note 6)                                          (1,613)
                                                                                   ---------------
                     Net expenses                                                           86,943
                                                                                   ---------------
NET INVESTMENT INCOME (LOSS)                                                               215,916
                                                                                   ---------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
    AND FOREIGN CURRENCY TRANSACTIONS:
       Net realized gain (loss) on investments sold (A)                                   (247,082)
       Net realized gain (loss) on forward foreign currency transactions                    (4,302)
                                                                                   ---------------
                     Net realized gain (loss) on investments and foreign
                       currency transactions                                              (251,384)
                                                                                   ---------------
       Net change in unrealized appreciation (depreciation) on investments
          (B)                                                                           (9,096,034)
       Net change in unrealized appreciation (depreciation) on forward
          foreign currency transactions                                                       (342)
                                                                                   ---------------
                     Net change in unrealized appreciation (depreciation)
                       on investments and foreign currency transactions                 (9,096,376)
                                                                                   ---------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  AND FOREIGN CURRENCY TRANSACTIONS                                                     (9,347,760)
                                                                                   ---------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                       $ (9,131,844)
                                                                                   ---------------
                                                                                   ---------------
</TABLE>
 
(A) Net of Indian capital gain tax of $21,225.
(B) Net of deferred Indian capital gain tax of $29,857.
 
    The accompanying notes are an integral part of the financial statements.
- --------------------------------------------------------------------------------

                                       15

<PAGE>

- --------------------------------------------------------------------------------
Schroder Asian Growth Fund Portfolio
- --------------------------------------------------------------------------------
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                                                              For the Period
                                                                                              March 23, 1998
                                                                                       (commencement of operations)
                                                                                            to April 30, 1998
                                                                                               (unaudited)
                                                                                       ----------------------------
<S>                                                                                    <C>
NET ASSETS, BEGINNING OF PERIOD                                                                $         --
                                                                                            ---------------
OPERATIONS:
         Net investment income (loss)                                                               215,916
         Net realized gain (loss) on investments                                                   (251,384)
         Net change in unrealized appreciation (depreciation) on investments                     (9,096,376)
                                                                                            ---------------
         Net increase (decrease) in net assets resulting from operations                         (9,131,844)
                                                                                            ---------------
TRANSACTIONS IN INVESTORS' BENEFICIAL INTEREST:
         Contributions                                                                           94,612,178
         Withdrawals                                                                            (29,886,563)
                                                                                            ---------------
         Net transactions from investors' beneficial interest                                    64,725,615
                                                                                            ---------------
         Net increase (decrease) in net assets                                                   55,593,771
                                                                                            ---------------
NET ASSETS, END OF PERIOD                                                                      $ 55,593,771
                                                                                            ---------------
                                                                                            ---------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
- --------------------------------------------------------------------------------

                                       16

<PAGE>

- --------------------------------------------------------------------------------
Schroder Asian Growth Fund Portfolio
- --------------------------------------------------------------------------------
 
FINANCIAL HIGHLIGHTS
 
     Portfolio performance for the following period:
 
<TABLE>
<CAPTION>
                                                                                                   For the Period
                                                                                                   March 23, 1998
                                                                                                       through
                                                                                                   April 30, 1998
                                                                                                   (unaudited) (a)
<S>                                                                                                <C>
- ------------------------------------------------------------------------------------------------------------------
Ratio to Average Net Assets:
  Expenses including reimbursement/waiver                                                                 1.16% (b)
  Expenses excluding reimbursement/waiver                                                                 1.19% (b)
  Net investment income including reimbursement/waiver                                                    2.21% (b)
Average Commission Rate Per Share (c)                                                                  $0.0120
Portfolio Turnover Rate                                                                                  12.26%
</TABLE>
 
- ------------------
 
(a) The Portfolio commenced operations on March 23, 1998.
(b) Annualized.
(c) Amount represents the average commission per share paid to brokers on the
    purchase and sale of equity securities on which commissions are charged.
 
    The accompanying notes are an integral part of the financial statements.
- --------------------------------------------------------------------------------

                                       17

<PAGE>

- --------------------------------------------------------------------------------
Schroder Asian Growth Fund 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, currently has eight investment portfolios. Included in this report is
   Schroder Asian Growth Fund Portfolio (the 'Portfolio'), a non-diversified
   portfolio that commenced operations on March 23, 1998. Under the 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 qualified investors,
   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. Domestic short-term investments having a maturity of 60
   days or less are valued at amortized cost, which approximates market value.
   Foreign short-term investments are valued at a current market price then
   marked to market to recognize any gain or loss on the transaction. 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 Schroder Core's Board of Trustees.
 
   SECURITY TRANSACTIONS AND INVESTMENT INCOME
 
         Investment transactions are accounted for on the trade date. Dividend
   income is recorded on the ex-dividend date except that certain dividends from
   foreign securities where the ex-dividend date may have passed are recorded as
   soon as the Portfolio is informed of the ex-dividend date. Dividend income is
   recorded net of withholding tax. Interest income, including amortization of
   discount or premium, is recorded as earned. Identified cost of investments
   sold is used to determine gain and loss for both financial statement and
   federal income tax purposes. Foreign dividend and interest income amounts and
   realized capital gain and loss are converted to U.S. dollar equivalents using
   foreign exchange rates in effect on the date of the transactions.
 
         Foreign currency amounts are translated into U.S. dollars at the mean
   of the bid and asked prices of such currencies against U.S. dollars as
   follows: (i) assets and liabilities at the rate of exchange at the end of the
   respective period; and (ii) purchases and sales of securities and income and
   expenses at the rate of exchange prevailing on the dates of such
   transactions. The portion of the results of operations arising from changes
   in the exchange rates and the portion due to fluctuations arising from
   changes in the market prices of securities are not isolated. Such
   fluctuations are included with the net realized and unrealized gain or loss
   on investments.
 
         The Portfolio may enter into forward contracts to purchase or sell
   foreign currencies to protect the U.S. dollar value of the underlying
   portfolio against the effect of possible adverse movements in foreign
   exchange
 
- --------------------------------------------------------------------------------

                                       18

<PAGE>

- --------------------------------------------------------------------------------
Schroder Asian Growth Fund Portfolio
- --------------------------------------------------------------------------------
 
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
   rates. Risks associated with such contracts include the movement in value of
   the foreign currency relative to the U.S. dollar and the ability of the
   counterparty to perform. Fluctuations in the value of such contracts are
   recorded daily as unrealized gain or loss; realized gain or loss includes net
   gain or loss on contracts that have terminated by settlement or by the
   Portfolio entering into offsetting commitments.
 
   REPURCHASE AGREEMENTS
 
         The Portfolio may invest in repurchase agreements. The Portfolio,
   through its custodian, receives delivery of the underlying collateral, whose
   market value must always equal or exceed the repurchase price. The investment
   adviser is responsible for determining the value of the underlying collateral
   at all times. In the event of default, the Portfolio may have difficulties
   with the disposition of any securities held as collateral.
 
   EXPENSE ALLOCATION
 
         Schroder Core accounts separately for the assets and liabilities and
   operation of each of its portfolios. Expenses that are directly attributable
   to more than one portfolio are allocated among the respective portfolios in
   proportion to each portfolio's net assets.
 
   ORGANIZATIONAL COSTS
 
         Costs incurred by the Portfolio in connection with its organization and
   initial registration are being amortized on a straight line basis over a
   five-year period.
 
NOTE 3. INVESTMENT ADVISORY AND OTHER SERVICES
 
   INVESTMENT ADVISER
 
         Schroder Capital Management International Inc. ('SCMI') is the
   investment adviser to the Portfolio. Pursuant to an Investment Advisory
   Agreement, SCMI is entitled to receive an annual fee, payable monthly, of
   0.70% of the average daily net assets of the Portfolio.
 
   ADMINISTRATOR AND SUBADMINISTRATOR
 
         Schroder Core, on behalf of the Portfolio, has entered into an
   Administration agreement with Schroder Fund Advisors Inc. ('Schroder
   Advisors'). In addition, the Trust has entered into a Subadministration
   agreement with Forum Administrative Services, LLC, ('FAdS'). Pursuant to
   their agreements, Schroder Advisors and FAdS provide certain management and
   administrative services to the Portfolio. For their services, each of
   Schroder Advisors and FAdS is entitled to receive an annual fee, payable
   monthly, of 0.05%, of the Portfolio's average daily net assets, subject to a
   $25,000 minimum annual fee payable to FAdS for subadministration.
 
   OTHER SERVICE PROVIDERS
 
         Forum Accounting Services, LLC ('FAcS') also performs portfolio
   accounting for the Portfolio and is entitled to receive compensation for
   those services in the amount of $60,000 per year, plus certain amounts based
   upon the number and types of portfolio transactions. FAcS also serves as the
   Portfolio's transfer agent and is entitled to compensation for those services
   from Schroder Core with respect to the Portfolio in the amount of $12,000 per
   year plus certain other fees and expenses.
 
- --------------------------------------------------------------------------------

                                       19

<PAGE>

- --------------------------------------------------------------------------------
Schroder Asian Growth Fund Portfolio
- --------------------------------------------------------------------------------
 
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONCLUDED)
 
NOTE 4. PURCHASES AND SALES OF SECURITIES
 
         The cost of securities purchased and the proceeds from sales of
   securities (excluding short-term securities) for the period ended April 30,
   1998 aggregated $70,638,777 and $6,337,662, respectively.
 
         For federal income tax purposes, the tax basis of investment securities
   owned as of April 30, 1998 was $64,068,683 and the net unrealized
   depreciation of investment securities was $9,060,183. The aggregate gross
   unrealized appreciation for all securities in which there was an excess of
   market value over tax cost was $2,812,346, and the aggregate gross unrealized
   depreciation for all securities in which there was an excess of tax cost over
   market value was $11,872,529.
 
NOTE 5. FEDERAL TAXES
 
         The Portfolio is not required to pay federal income taxes on its net
   investment income and net capital gain as it is treated as a partnership for
   federal income tax purposes. All interest, dividends, gain and loss in the
   Portfolio are deemed to have been 'passed through' to the partners in
   proportion to their holdings in the Portfolio regardless of whether such
   interest, dividends or gain have been distributed by the Portfolio.
 
         Under the applicable foreign tax law, a withholding tax may be imposed
   on interest, dividends, and capital gains at various rates. Indian tax
   regulations require that taxes be paid on capital gains realized by the
   Portfolio. At April 30, 1998, the Portfolio decreased net unrealized
   appreciation on investments by the estimated tax liability attributable to
   Indian investments of $29,857 and decreased net realized gains on investments
   by $21,225 for taxes incurred on gains realized from Indian investments.
 
NOTE 6. WAIVER OF FEES
 
         SCMI, Schroder Advisors, FAdS and FAcS may waive voluntarily all or a
   portion of their fees from time to time. For the period ended April 30, 1998,
   FAcS waived fees of $1,613.
 
- --------------------------------------------------------------------------------

                                       20

<PAGE>

- --------------------------------------------------------------------------------
Schroder Japan Portfolio
- --------------------------------------------------------------------------------
 
SCHEDULE OF INVESTMENTS
AS OF APRIL 30, 1998 (UNAUDITED)


          COMMON STOCK - 91.6%
SHARES                                      VALUE US$
- ---------                                  ------------
            CAPITAL EQUIPMENT - 23.9%
   50,000   Amada Metrecs Co., Ltd.        $    292,136
   64,000   Daiwa House Industry Co., Ltd.      518,278
   27,000   Glory Ltd.                          453,645
   38,000   Inaba Denkisangyo Co.               402,634
    6,000   Kyocera Corp.                       315,144
   15,000   Meiko Shokai                        181,639
   41,000   Murata Manufacturing Co., Ltd.    1,203,965
    4,000   Rohm Co., Ltd.                      452,282
    7,700   SMC Corp.                           641,035
   28,000   Sanki Engineering                   213,608
   13,500   Sony Corp.                        1,124,915
  384,000   Sumitomo Metal Industries           636,774
   42,000   Toyota Motor Corp.                1,096,647
   20,000   Yamatake-Honeywell Co., Ltd.        221,146
                                           ------------
                                              7,753,848
                                           ------------
            CONSUMER DURABLES - 10.6%
  111,000   Matsushita Electric Industrial
              Co., Ltd.                       1,765,550
   59,000   Takeda Chemical Inds.             1,687,883
                                           ------------
                                              3,453,433
                                           ------------
            CONSUMER NON-DURABLES - 0.1%
    2,000   Aoyamma Trading Co., Ltd.            45,747
                                           ------------
            ENERGY - 1.5%
   31,000   Nittetsu Mining Co., Ltd.           121,297
   73,000   Showa Shell Sekiyu                  370,168
                                           ------------
                                                491,465
                                           ------------
            ELECTRIC - 8.6%
   39,000   Fuji Photo Film Co.               1,390,494
  162,000   Hitachi Ltd.                      1,163,536
   88,000   Mitsubishi Electric Corp.           226,444
                                           ------------
                                              2,780,474
                                           ------------
            FINANCE - 10.2%
    3,000   Aiful Corp.                         198,895
   17,000   Asahi Bank Ltd.                      65,445
   23,700   Credit Saison Co., Ltd.             514,788
   91,000   Koa Fire & Marine Insurance
              Co., Ltd.                         389,124
   64,000   Nomura Securities Co., Ltd.         782,260
 


 SHARES                                     VALUE US$
- ---------                                  ------------
            FINANCE (CONCLUDED)
  103,000   Sumitomo Marine & Fire
              Insurance Co.                     615,053
  162,000   Yasuda Fire & Marine Insurance
              Co., Ltd.                         735,639
                                           ------------
                                              3,301,204
                                           ------------
            MATERIALS - 9.7%
   67,000   Bridgestone Corp.                 1,533,499
   67,000   Kuraray Co., Ltd.                   566,911
   87,000   Nippon Paper Industries Co.         390,456
   73,000   Oji Paper Co., Ltd.                 342,542
   80,000   Sakata Inx Corp.                    311,208
                                           ------------
                                              3,144,616
                                           ------------
            MULTI-INDUSTRY - 6.1%
  143,000   Mitsui & Co., Ltd.                  887,459
  110,000   Sumitomo Corp.                      632,710
   32,960   TOC Co., Ltd.                       306,825
   11,000   Trusco Nakayama Corp.               142,361
                                           ------------
                                              1,969,355
                                           ------------
            SERVICES - 20.9%
   88,000   Airport Facilities Co., Ltd.        266,404
   26,000   Banyu Pharmaceutical Co., Ltd.      336,487
    9,000   Chubu-Nippon Broadcast Co.,
              Ltd.                               98,767
      216   East Japan Railway Co.            1,079,512
  145,000   Hanshin Electric Railway            448,838
   12,000   Ito-Yokado Co., Ltd.                622,115
   24,000   Kinden Corp.                        315,326
   81,000   Mitsubishi Corp.                    613,033
   57,000   Omron Corp.                         895,141
    8,000   Secom                               472,262
   47,000   Sekisui House, Ltd.                 367,804
  106,000   Toppan Printing Co., Ltd.         1,261,924
                                           ------------
                                              6,777,613
                                           ------------
            Total Investments - 91.6%
              (cost $36,419,108)             29,717,755
            Other Assets Less
              Liabilities - 8.4%              2,733,125
                                           ------------
            Total Net Assets - 100.0%        32,450,880
                                           ------------
                                           ------------

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

                                       21

<PAGE>

- --------------------------------------------------------------------------------
Schroder Japan Portfolio
- --------------------------------------------------------------------------------
 
STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1998 (UNAUDITED)
 
<TABLE>
<S>                                                                          <C>
ASSETS:
         Investments (Note 2):
            Investments at cost                                              $ 36,419,108
            Net unrealized appreciation (depreciation)                         (6,701,353)
                                                                             ------------
 
                  Total investments at value                                   29,717,755
         Cash                                                                   1,749,819
         Receivable for dividends, tax reclaims and interest                      138,570
         Receivable for investments sold                                          928,880
         Organization costs, net of amortization (Note 2)                           5,871
                                                                             ------------
 
                  Total assets                                                 32,540,895
                                                                             ------------
 
LIABILITIES:
         Payable for investments purchased                                         52,926
         Payable to adviser (Note 3)                                                9,090
         Payable to administrator (Note 3)                                          1,448
         Payable to subadministrator (Note 3)                                       1,448
         Accrued expenses and other liabilities                                    25,103
                                                                             ------------
 
                  Total liabilities                                                90,015
                                                                             ------------
                  Net assets                                                 $ 32,450,880
                                                                             ------------
                                                                             ------------
 
COMPONENTS OF NET ASSETS:
         Investors' capital                                                  $ 39,155,421
         Net unrealized appreciation (depreciation) on investments             (6,704,541)
                                                                             ------------
                  Net assets                                                 $ 32,450,880
                                                                             ------------
                                                                             ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

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

                                       22

<PAGE>

- --------------------------------------------------------------------------------
Schroder Japan Portfolio
- --------------------------------------------------------------------------------
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                                                     For the Period
                                                                                     March 23, 1998
                                                                              (commencement of operations)
                                                                                   to April 30, 1998
                                                                                      (unaudited)
                                                                              ----------------------------
<S>                                                                           <C>
INVESTMENT INCOME:
       Dividend income (net of foreign withholding taxes of $21,615)                  $    125,628
       Interest income                                                                      48,713
                                                                                   ---------------
             Total investment income                                                       174,341
                                                                                   ---------------
 
EXPENSES:
       Investment advisory (Note 3)                                                         22,313
       Administration (Note 3)                                                               2,028
       Subadministration (Note 3)                                                            2,028
       Transfer agency (Note 3)                                                              1,298
       Custody                                                                               1,217
       Accounting (Note 3)                                                                   6,452
       Legal                                                                                   371
       Audit                                                                                12,250
       Amortization of organization costs (Note 2)                                             129
       Miscellaneous                                                                           509
                                                                                   ---------------
             Total expenses                                                                 48,595
       Fees waived and expenses reimbursed (Note 6)                                         (8,456)
                                                                                   ---------------
             Net expenses                                                                   40,139
                                                                                   ---------------
NET INVESTMENT INCOME (LOSS)                                                               134,202
                                                                                   ---------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
    AND FOREIGN CURRENCY TRANSACTIONS:
       Net realized gain (loss) on investments sold                                       (243,089)
       Net realized gain (loss) on forward foreign currency transactions                       (99)
                                                                                   ---------------
             Net realized gain (loss) on investments and foreign currency
                transactions                                                              (243,188)
                                                                                   ---------------
       Net change in unrealized appreciation (depreciation) on investments              (6,701,352)
       Net change in unrealized appreciation (depreciation) on foreign
          currency transactions                                                             (3,189)
                                                                                   ---------------
             Net change in unrealized appreciation (depreciation) on
                investments and foreign currency transactions                           (6,704,541)
                                                                                   ---------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  AND FOREIGN CURRENCY TRANSACTIONS                                                     (6,947,729)
                                                                                   ---------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                       $ (6,813,527)
                                                                                   ---------------
                                                                                   ---------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

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

                                       23

<PAGE>

- --------------------------------------------------------------------------------
Schroder Japan Portfolio
- --------------------------------------------------------------------------------
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                                                              For the Period
                                                                                              March 23, 1998
                                                                                       (commencement of operations)
                                                                                            to April 30, 1998
                                                                                               (unaudited)
                                                                                       ----------------------------
<S>                                                                                    <C>
NET ASSETS, BEGINNING OF PERIOD:                                                               $         --
                                                                                           ----------------
OPERATIONS:
         Net investment income (loss)                                                               134,202
         Net realized gain (loss) on investments                                                   (243,188)
         Net change in unrealized appreciation (depreciation) on investments                     (6,704,541)
                                                                                           ----------------
         Net increase (decrease) in net assets resulting from operations                         (6,813,527)
                                                                                           ----------------
TRANSACTIONS IN INVESTORS' BENEFICIAL INTEREST:
         Contributions                                                                           57,144,099
         Withdrawals                                                                           (17 ,879,692)
                                                                                           ----------------
         Net transactions from investors' beneficial interest                                    39,264,407
                                                                                           ----------------
         Net increase (decrease) in net assets                                                   32,450,880
                                                                                           ----------------
NET ASSETS, END OF PERIOD                                                                      $ 32,450,880
                                                                                           ----------------
                                                                                           ----------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

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

                                       24

<PAGE>

- --------------------------------------------------------------------------------
Schroder Japan Portfolio
- --------------------------------------------------------------------------------
 
FINANCIAL HIGHLIGHTS
 
     Portfolio performance for the following periods:
 
<TABLE>
<CAPTION>
                                                                                                  For the Period
                                                                                                  March 23, 1998
                                                                                                     through
                                                                                                  April 30, 1998
                                                                                                   (unaudited)
                                                                                                       (a)
<S>                                                                                               <C>
- ----------------------------------------------------------------------------------------------------------------
Ratio to Average Net Assets:
  Expenses including reimbursement/waiver                                                                0.99% (b)
  Expenses excluding reimbursement/waiver                                                                1.20% (b)
  Net investment income including reimbursement/waiver                                                   3.31% (b)
Average Commission Rate Per Share (c)                                                                $ 0.0426
Portfolio Turnover Rate                                                                                  5.39%
</TABLE>
 
- ------------------
 
(a) The Portfolio commenced operations on March 23, 1998.
(b) Annualized.
(c) Amount represents the average commission per share paid to brokers on the
    purchase and sale of equity securities on which commissions are charged.
 
    The accompanying notes are an integral part of the financial statements.

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

                                       25

<PAGE>

- --------------------------------------------------------------------------------
Schroder Japan 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, currently has eight investment portfolios. Included in this report is
   Japan Portfolio (the 'Portfolio'), a non-diversified portfolio that commenced
   operations on March 23, 1998. Under the 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 qualified investors, 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 preceding 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. Domestic short-term investments having a maturity of 60
   days or less generally are valued at amortized cost, which approximates
   market value. Foreign short-term investments are valued at the current market
   price then marked to market to recognize any gain or loss on the transaction.
   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 Schroder Core's Board of Trustees.
 
   SECURITY TRANSACTIONS AND INVESTMENT INCOME
 
         Investment transactions are accounted for on the trade date. Dividend
   income is recorded on the ex-dividend date except that certain dividends from
   foreign securities where the ex-dividend date may have passed are recorded as
   soon as the Portfolio is informed of the ex-dividend date. Dividend income is
   recorded net of withholding tax. Interest income, including amortization of
   discount or premium, is recorded as earned. Identified cost of investments
   sold is used to determine gain and loss for both financial statement and
   federal income tax purposes. Foreign dividend and interest income amounts and
   realized capital gain and loss are converted to U.S. dollar equivalents using
   foreign exchange rates in effect on the date of the transactions.
 
         Foreign currency amounts are translated into U.S. dollars at the mean
   of the bid and asked prices of such currencies against U.S. dollars as
   follows: (i) assets and liabilities at the rate of exchange at the end of the
   respective period; and (ii) purchases and sales of securities and income and
   expenses at the rate of exchange prevailing on the dates of such
   transactions. The portion of the results of operations arising from changes
   in the exchange rates and the portion due to fluctuations arising from
   changes in the market prices of securities are not isolated. Such
   fluctuations are included with the net realized and unrealized gain or loss
   on investments.
 
         The Portfolio may enter into forward contracts to purchase or sell
   foreign currencies to protect the U.S. dollar value of the underlying
   portfolio against the effect of possible adverse movements in foreign
   exchange
 
- --------------------------------------------------------------------------------

                                       26

<PAGE>

- --------------------------------------------------------------------------------
Schroder Japan Portfolio
- --------------------------------------------------------------------------------
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
   rates. Risks associated with such contracts include the movement in value of
   the foreign currency relative to the U.S. dollar and the ability of the
   counterparty to perform. Fluctuations in the value of such contracts are
   recorded daily as unrealized gain or loss; realized gain or loss includes net
   gain or loss on contracts that have terminated by settlement or by the
   Portfolio entering into offsetting commitments.
 
   REPURCHASE AGREEMENTS
 
         The Portfolio may invest in repurchase agreements. The Portfolio,
   through its custodian, receives delivery of the underlying collateral, whose
   market value must always equal or exceed the repurchase price. The investment
   adviser is responsible for determining the value of the underlying collateral
   at all times. In the event of default, the Portfolio may have difficulties
   with the disposition of any securities held as collateral.
 
   EXPENSE ALLOCATION
 
         Schroder Core accounts separately for the assets and liabilities and
   operation of each of its portfolios. Expenses that are directly attributable
   to more than one portfolio are allocated among the respective portfolios in
   proportion to each portfolio's net assets.
 
   ORGANIZATIONAL COSTS
 
         Costs incurred by the Portfolio in connection with its organization are
   amortized on a straight line basis over a five-year period.
 
NOTE 3. INVESTMENT ADVISORY AND OTHER SERVICES
 
   INVESTMENT ADVISER
 
         Schroder Capital Management International Inc. ('SCMI') is the
   investment adviser to the Portfolio. Pursuant to an Investment Advisory
   Agreement, SCMI is entitled to receive an annual fee, payable monthly, of
   0.55% of the average daily net assets of the Portfolio.
 
   ADMINISTRATOR AND SUBADMINISTRATOR
 
         Schroder Core, on behalf of the Portfolio, has entered into an
   Administration Agreement with Schroder Fund Advisors Inc. ('Schroder
   Advisors'). In addition, the Trust has entered into a Subadministration
   Agreement with Forum Administrative Services, LLC, ('FAdS'). Pursuant to
   their agreements, Schroder Advisors and FAdS provide certain management and
   administrative services to the Portfolio. For their services, each of
   Schroder Advisors and FAdS is entitled to receive an annual fee, payable
   monthly, of 0.05% of the Portfolio's average daily net assets, subject to a
   minimum annual fee of $25,000 payable to FAdS for subadministration.
 
   OTHER SERVICE PROVIDERS
 
         Forum Accounting Services, LLC ('FAcS') also performs portfolio
   accounting for the Portfolio and is entitled to receive compensation for
   those services in the amount of $60,000 per year, plus certain amounts based
   upon the number and types of portfolio transactions. FAcS also serves as the
   Portfolio's transfer agent and is entitled to compensation for those services
   from Schroder Core with respect to the Portfolio in the amount of $12,000 per
   year plus certain other fees and expenses.
 
- --------------------------------------------------------------------------------

                                       27

<PAGE>

- --------------------------------------------------------------------------------
Schroder Japan Portfolio
- --------------------------------------------------------------------------------
 
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
 
NOTE 4. PURCHASES AND SALES OF SECURITIES
 
         The cost of securities purchased and the proceeds from sales of
   securities (excluding short-term securities) for the period ended April 30,
   1998 aggregated $7,315,703 and $1,083,186, respectively.
 
         For federal income tax purposes, the tax basis of investment securities
   owned as of April 30, 1998 was $36,419,108 and the net unrealized
   depreciation of investment securities was $6,701,353. The aggregate gross
   unrealized appreciation for all securities in which there was an excess of
   market value over tax cost was $380,049, and the aggregate gross unrealized
   depreciation for all securities in which there was an excess of tax cost over
   market value was $7,081,402.
 
NOTE 5. FEDERAL TAXES
 
         The Portfolio is not required to pay federal income taxes on its net
   investment income and net 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
 
         SCMI voluntarily has waived a portion of its advisory fees and has
   assumed certain expenses of the Portfolio. Schroder Advisors, FAdS and FAcS
   may waive voluntarily all or a portion of their fees from time to time. For
   the period ended April 30, 1998 SCMI and FAcS have waived fees of $6,843 and
   $1,613, respectively.
 
NOTE 7. CONCENTRATION OF RISK
 
         Because the Portfolio has substantially all of its portfolio securities
   invested in companies domiciled in Japan, it may be more susceptible to
   political, social and economic events adversely affecting Japanese companies
   than portfolios not so concentrated.
 
- --------------------------------------------------------------------------------

                                       28

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<PAGE>

TRUSTEES
I. Peter Sedgwick, Chairman
Louise Croset, President
Peter E. Guernsey
John I. Howell
William L. Means
David M. Salisbury
 
OFFICERS
Louise Croset, President
Heather F. Crighton, Vice President
Catherine A. Mazza, Vice President
  & Assistant Secretary
Mark J. Smith, Vice President
Donald H. Farquharson, Vice President
David M. Salisbury, Vice Chairperson
Margaret H. Douglas-Hamilton, Secretary
Fergal Cassidy, Treasurer
Alexandra Poe, Assistant Secretary
 
INVESTMENT ADVISER
Schroder Capital Management International Inc.
787 Seventh Avenue, 34th Floor
New York, NY 10019
 
TRANSFER AGENT
Boston Financial Data Services Inc.
Two Heritage Drive
Quincy, MA 02171
 
INDEPENDENT AUDITORS
Cooper & Lybrand L.L.P.
One Post Office Square
Boston, MA 02109
 
COUNSEL
Ropes & Gray
One International Place
Boston, MA 02110-2624
 
This report is for the information of the Shareholders of the Schroder All-Asia
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.
 
SAAFSEMI498

[LOGO] SCHRODERS
- -------------------

       Schroder
       All-Asia
       Fund


       SEMI-ANNUAL REPORT
       April 30, 1998
       (Unaudited)


       Schroder Series Trust II




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