SCHRODER CAPITAL FUNDS /DELAWARE/
N-30D, 1998-08-07
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                        [Logo}     SCHRODERS





                                   SCHRODER
                                 MICRO CAP FUND







                                  ANNUAL REPORT
                                  MAY 31, 1998









                        SCHRODER CAPITAL FUNDS (DELAWARE)



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SCHRODER MICRO CAP FUND
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Two Portland Square, Portland, Maine  04101
General Information        (207) 879-6200
Account Information        (800) 344-8332
Fund Literature            (800) 290-9826
Fax                        (207) 879-6050

INVESTMENT OBJECTIVE

The investment objective of the Fund is long-term capital appreciation. It seeks
to achieve  its  investment  objective  by  investing  at least 65% of its total
assets in equity securities of U.S.- domiciled micro cap companies.  A micro cap
company  is  a  company  with,  at  the  time  of  initial  purchase,  a  market
capitalization  in the bottom one third of  companies in the Russell 2000 Growth
Index  (measured  by  capitalization);  in  addition,  any company with a market
capitalization of $300 million or less will be considered a micro cap company.

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  management  operations  of the  Schroder  Group  are  located  in 20
countries  worldwide.  At the end of the last calendar year,  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.









                                                                   July 15, 1998

Dear Shareholder,

From its  inception  on October 15, 1997 to the fiscal year ending May 31, 1998,
the Schroder Micro Cap Fund returned 45.41% as compared to 1.40% for the Russell
2000 Growth  Index(R) (the "Russell  2000") and 12.95% for the S&P 500 Index(R).
This  performance is  particularly  noteworthy in view of the market  volatility
that characterized this period.  Indeed, on October 29, 1997 less than two weeks
after the Fund was launched, the U.S. equity market experienced its sharpest one
day decline in several years,  with the Dow Jones Industrial  Average falling by
over 550 points.  While the market has rebounded since then,  smaller  companies
have  underperformed  larger companies by a wide margin.  Thus, while it is true
that  many  large  companies  are  trading  at  relatively  high  price-earnings
multiples,  the relative  multiple of smaller  companies to larger ones is quite
low.

Fund management follows a growth at a reasonable price approach to investing and
tries to find companies whose earnings prospects have not yet been discovered by
investors. As a result the Fund is heavily weighted in the


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SCHRODER MICRO CAP FUND
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consumer  sectors,  with little exposure to the more speculative  sectors of the
market such as biotechnology or the internet. While companies with little in the
way of current  revenues  or earnings  may offer  great  promise for the future,
their  stocks tend to be very  volatile and risky  investments.  Given the large
number of public  companies  in the micro cap  universe,  management  is able to
develop a  portfolio  of more  stable  companies  with the belief that they will
continue to bear fruit for the future.

Thank you for your interest in the Schroder Micro Cap Fund.

Sincerely,

/s/ M. J. Smith

Mark J. Smith
President



                                       2
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SCHRODER MICRO CAP FUND
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MANAGEMENT DISCUSSION AND ANALYSIS (AS OF MAY 31, 1998)

         The seven  months  ending May 31, 1998 (the  Schroder  Micro Cap Fund's
operating period) was a difficult time for small company  investors.  In five of
those months,  larger  companies  outperformed  smaller  ones,  while in the two
months that smaller companies outperformed,  they did so by a small amount. As a
result,  there continue to be many attractive  investment  opportunities  in the
micro cap sector.  While large cap  valuations  have risen,  small and micro cap
valuations have remained relatively reasonable.  Furthermore, with the exception
of internet  related  stocks,  there has been little sign of  speculation in the
small cap market,  providing a favorable  environment  for  opportunistic  stock
pickers.

         The Schroder Micro Cap Fund performed well relative to the Russell 2000
from its  inception on October 15, 1997 to the end of the fiscal year end on May
31, 1998. One of the Fund's holdings,  POLLO TROPICAL INC., was the subject of a
takeover bid while  others such as DUFF & PHELPS  CREDIT  RATING CO.,  PILLOWTEX
CORP.,  MUSICLAND  STORES CORP. and MAPICS INC.  reported strong earnings growth
that resulted in significant market appreciation.

         During the fiscal  period,  the Fund was  heavily  invested in consumer
stocks.  Low  unemployment,  a strong  domestic  economy  and  rising  wages all
provided a  favorable  backdrop  for the  retailers,  restaurants  and  consumer
products companies that make up a substantial percentage of the Fund's holdings.
Many  of  the  other  securities  in  the  portfolio   represent   opportunistic
investments in undervalued and  misunderstood  companies.  BAYOU STEEL CORP. for
example,  has no analyst  coverage  despite  having  $250  million  in  revenue.
Similarly  DUFF & PHELPS CREDIT RATING CO. has only two analyst  estimates  even
though it is very profitable,  generates  significant cash and uses that cash to
buy back stock.

         Looking forward,  management will continue to search for companies that
can grow their earnings  independently  of the economic  cycle.  We believe that
many micro cap companies offer more  attractive  investment  opportunities  than
large  companies  based on  valuation  and growth  rates.  Furthermore,  smaller
companies in the U.S. tend to serve the domestic market and so they will be much
less affected by the weakness in Southeast Asia. In the future,  as in the past,
we  will  remain  focused  on  individual  stock  selection,   concentrating  on
underfollowed  and  misunderstood  companies  that  we  believe  offer  superior
earnings growth.

         THE VIEWS  EXPRESSED IN THIS REPORT WERE THOSE OF THE FUND'S  PORTFOLIO
MANAGERS AS OF MAY 31,  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. 



                                       3
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SCHRODER MICRO CAP FUND
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INVESTMENT  ADVISER'S  REPORT  -  COMPARISON  OF  CHANGE  IN  VALUE  OF  $10,000
INVESTMENT


The following  information compares a change in value of a $10,000 investment in
the Investor  Shares of the Fund with the  performance of the Russell 2000 since
inception.  The Russell 2000 is a  capitalization  weighted  index of 2000 small
capitalization  U.S.  companies.  The  Funds  total  return  includes  operating
expenses  that reduce  returns,  while the total return of the Russell 2000 does
not.  Total  return  and  principal  value of an  investment  in the  Fund  will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their  original  cost.  Total return for the Fund assumes  reinvestment  of
dividends and distributions.  Returns for less than one year are not annualized.
PAST PERFORMANCE CANNOT PREDICT NOR GUARANTEE FUTURE RESULTS.








                  SCHRODER MICRO CAP FUND VS RUSSELL 2000 INDEX

INVESTMENT VALUE ON 5/31/98
- ---------------------------
Schroder Micro Cap Fund - Investor Shares           $ 14,541
Russell 2000                                        $ 10,140

                                                       
TOTAL RETURN ON 5/31/98                         SINCE INCEPTION
- -----------------------                         ---------------
Schroder Micro Cap Fund - Investor Shares          45.41%    (a)
Russell 2000                                        1.40%    (b)





                      [EDGAR REPRESENTATION OF GRAPH CHART]





DATE         FUND             INDEX
           9/30/97                             10000
          10/15/97      10000.00
          10/31/97      10260.00                9555.5
          11/30/97      10370.00                9490.455712
          12/31/97      10778.36                9660.809392
          01/31/98      10747.76                9513.675264
          02/28/98      12124.38               10227.03918
          03/31/98      13592.76               10656.77936
          04/30/98      14632.87               10715.31705
          05/31/98      14541.09               10140.44029


(a) Inception date for Investor Shares is October 15, 1997.
(b) Total returns for the Russell 2000 Index are based on an inception date
    of September 30, 1997.




                                       4
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SCHRODER MICRO CAP FUND
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            PORTFOLIO CHARACTERISTICS AS OF MAY 31, 1998 (UNAUDITED)
<TABLE>
          <S>                 <C>                      <C>                           <C>
         TOP TEN HOLDINGS                                   INVESTMENTS BY INDUSTRY

SECURITY                   % OF NET ASSETS           INDUSTRY            % OF NET ASSETS
- ------------------------------------------           ----------------------------------------
Waste Connections, Inc.              4.19%           Basic Materials                     9.6%
Duff & Phelps Credit Rating Co.      4.08%           Capital Goods/Construction          6.0%
Galey & Lord, Inc.                   3.90%           Consumer Cyclicals                 20.3%
Fred's, Inc.                         3.90%           Energy                              2.0%
Braun's Fashions Corp.               3.80%           Financial                           8.9%
Wilsons, The Leather Expert, Inc.    3.59%           Health Care                         7.7%
Elder-Beerman Stores Corp.           3.55%           Retail                             13.8%
Pollo Tropical, Inc.                 3.12%           Technology                          8.1%
LADD Furniture, Inc.                 3.06%           Transportation/Services/Misc.      12.9%
Pillowtex Corp.                      3.02%           Cash & Other Net Assets            10.7%
                                    ------                                             -------
Total                               36.21%           Total                             100.0%
                                    ======                                             =======
</TABLE>



                                       5
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SCHRODER MICRO CAP FUND
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SCHEDULE OF INVESTMENTS
AS OF MAY 31, 1998

              COMMON STOCK - 89.3%
   SHARES                                                         VALUE US$
   ------
              BASIC MATERIALS - 9.6%                              ---------
   20,000     Bayou Steel Corp. (a)                                 128,750
    4,000     Dan River, Inc. (a)                                    76,500
   12,000     EASCO, Inc.                                           156,000
   10,000     Galey & Lord, Inc. (a)                                247,500
                                                       ---------------------
                                                                    608,750
                                                       ---------------------

              CAPITAL GOODS/CONSTRUCTION - 6.0%
    4,000     Group Maintenance America Corp. (a)                    75,000
    5,000     Nortek, Inc. (a)                                      153,750
    9,200     TriStar Aerospace Co. (a)                             148,925
                                                       ---------------------
                                                                    377,675
                                                       ---------------------

              CONSUMER CYCLICALS - 20.3%
    7,500     Blue Rhino Corp. (a)                                  116,250
    2,000     Cost Plus Inc. (a)                                     59,250
   10,525     Fred's, Inc.                                          247,337
    7,500     LADD Furniture, Inc. (a)                              194,063
    6,000     O'Charleys Inc. (a)                                   124,875
    4,100     Pillowtex Corp.                                       191,675
    3,200     PJ America Inc. (a)                                    63,600
   20,000     Pollo Tropical, Inc. (a)                              197,501
    7,200     R & B, Inc. (a)                                        94,500
                                                       ---------------------
                                                                  1,289,051
                                                       ---------------------

              ENERGY - 2.0%
    8,000     UTI Energy Corp. (a)                                  129,000
                                                       ---------------------

              FINANCIAL - 8.9%
    6,480     Allied Capital Corp.                                  157,140
    4,500     Duff & Phelps Credit Rating Co.                       258,750
    2,200     Resource America Inc.                                 146,850
                                                           ---------------------
                                                                    562,740
                                                           ---------------------


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


                                       6
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SCHRODER MICRO CAP FUND
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SCHEDULE OF INVESTMENTS (CONCLUDED)
AS OF MAY 31, 1998

 SHARES                                                                VALUE US$
 ------     HEALTH CARE - 7.7%                                         ---------
  6,000     Centennial HealthCare Corp. (a)                           $ 125,250
  6,800     Chattem, Inc. (a)                                           178,500
  6,000     Maxxim Medical, Inc. (a)                                    140,250
  3,000     Young Innovations Inc. (a)                                   47,250
                                                           ---------------------
                                                                        491,250
                                                           ---------------------

            RETAIL - 13.8%
 20,000     Braun's Fashions Corp. (a)                                  240,626
  9,000     Elder-Beerman Stores Corp. (a)                              225,000
 12,500     Musicland Stores Corp. (a)                                  180,469
 14,000     Wilsons, The Leather Experts, Inc. (a)                      227,500
                                                           ---------------------
                                                                        873,595
                                                           ---------------------

            TECHNOLOGY - 8.1%
 10,000     Baldwin Technology Co. Inc. (a)                              61,250
  7,500     MAPICS Inc. (a)                                             132,187
  4,500     OYO Geospace Corp. (a)                                      137,250
  8,000     Pomeroy Computer Resources Inc. (a)                         180,000
                                                           ---------------------
                                                                        510,687
                                                           ---------------------

            TRANSPORTATION/SERVICES/MISCELLANEOUS-12.9%
 15,000     Bluegreen Corp. (a)                                         125,625
  6,000     Championship Auto Racing (a)                                117,000
 10,000     Innovative Valve Technologies, Inc. (a)                     135,000
  4,050     Mesaba Holdings, Inc. (a)                                    88,087
  3,000     RemedyTemp, Inc. (a)                                         87,375
 17,500     Waste Connections, Inc. (a)                                 265,781
                                                           ---------------------
                                                                        818,868
                                                           ---------------------

            Total Common Stock (cost $5,070,543)                      5,661,616
                                                           ---------------------

    PAR     REPURCHASE AGREEMENTS - 13.0%
    ---
 821,000    Chase Securities, Inc., 5.05%, to be repurchased on 6/1/98
            for $821,346. Collateralized by Par $740,000 U.S. Treasury
            Bonds, 6.75% due 8/15/26 (cost $821,000)                     821,000
                                                           ---------------------


           Total Investments - 102.3% (cost $5,891,543)                6,482,616

           Other Assets Less Liabilities - (2.3)%                      (143,017)
                                                           ---------------------
           Total Net Assets - 100.0%                                 $ 6,339,599
                                                           =====================


(a) Non-income producing security.

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



                                       7
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 SCHRODER MICRO CAP FUND
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STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 1998


<TABLE>
<S>                                          <C>                                                    <C>

ASSETS:
     Investments (Note 2):
         Investments at cost                                                                      $ 5,070,543
         Repurchase agreement at cost                                                                 821,000
         Net unrealized appreciation (depreciation)                                                   591,073
                                                                                       -----------------------
                    Total Investments at Value                                                      6,482,616

     Cash and cash equivalents (Note 2)                                                                   830
     Receivable from administrator (Notes 3 and 5)                                                     20,657
     Receivable for dividends and interest                                                              1,014
     Other receivables                                                                                  4,846
                                                                                       -----------------------

                    Total Assets                                                                    6,509,963
                                                                                       -----------------------

LIABILITIES:
     Payable for investments purchased                                                                139,085
     Payable to subadministrator ( Note 3)                                                                532
     Accrued expenses and other liabilities                                                            30,747
                                                                                       -----------------------

                   Total Liabilities                                                                  170,364
                                                                                       -----------------------

                   Net Assets                                                                     $ 6,339,599
                                                                                       =======================


COMPONENTS OF NET ASSETS:
     Paid-in capital                                                                                5,158,961
     Accumulated net realized gain (loss)                                                             589,565
     Net unrealized appreciation (depreciation) on investments                                        591,073
                                                                                       -----------------------

                   Net Assets                                                                     $ 6,339,599
                                                                                       =======================

SHARES OF BENEFICIAL INTEREST                                                                         444,612

NET ASSET VALUE OFFERING AND REDEMPTION PRICE PER SHARE
     (NET ASSETS / SHARES OF BENEFICIAL INTEREST)                                                     $ 14.26
</TABLE>


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


                                       8
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STATEMENT OF OPERATIONS
<TABLE>
<S>                  <C>                                                                        <C>   
                                                                                              FOR THE
                                                                                            PERIOD ENDED
                                                                                            MAY 31, 1998
                                                                                              (NOTE 1)
                                                                                       -----------------------
INVESTMENT INCOME:
     Dividend income                                                                                  $ 6,833
     Interest income                                                                                   19,542
                                                                                       -----------------------
         Total Investment Income                                                                        26,375
                                                                                       -----------------------

EXPENSES:
     Investment advisory (Note 3)                                                                      26,896
     Administration (Note 3)                                                                            5,379
     Subadministration (Note 3)                                                                        15,685
     Transfer agency (Note 3)                                                                           7,835
     Custody                                                                                              151
     Accounting (Note 3)                                                                               27,645
     Legal                                                                                                449
     Audit                                                                                             14,850
     Registration                                                                                      24,475
     Reporting                                                                                          4,750
     Trustees' fees                                                                                        60
     Miscellaneous                                                                                      1,393
                                                                                       -----------------------
                   Total Expenses                                                                     129,568
     Fees waived and expenses reimbursed (Note 4)                                                     (86,644)
                                                                                       -----------------------
                   Net Expenses                                                                        42,924
                                                                                       -----------------------

NET INVESTMENT INCOME (LOSS)                                                                          (16,549)
                                                                                       -----------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
     Net realized gain (loss) on investments sold                                                     651,514
     Net change in unrealized appreciation (depreciation) on investments                              591,073
                                                                                       -----------------------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS                                              1,242,587
                                                                                       -----------------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                   $ 1,226,038
                                                                                       =======================
</TABLE>


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



                                       9
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STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<S>                       <C>                                                                  <C>
                                                                                              FOR THE
                                                                                            PERIOD ENDED
                                                                                            MAY 31, 1998
                                                                                              (NOTE 1)
                                                                                       -----------------------
NET ASSETS, BEGINNING OF PERIOD                                                           $               -   
                                                                                       -----------------------

OPERATIONS:
     Net investment income (loss)                                                                     (16,549)
     Net realized gain (loss) on investments sold                                                     651,514
     Net change in unrealized appreciation (depreciation) on investments                              591,073
                                                                                       -----------------------
     Net increase (decrease) in net assets resulting from operations                                1,226,038
                                                                                       -----------------------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
     Net realized gain on investments                                                                 (45,400)
                                                                                       -----------------------

CAPITAL SHARE TRANSACTIONS:
     Sale of shares                                                                                 6,068,331
     Reinvestment of distributions                                                                     45,400
     Redemption of shares                                                                            (954,770)
                                                                                       -----------------------
     Net increase (decrease) from capital share transactions                                        5,158,961
                                                                                       -----------------------

     Net increase (decrease) in net assets                                                          6,339,599
                                                                                       -----------------------

NET ASSETS, END OF PERIOD                                                                 $         6,339,599
                                                                                       =======================


SHARE TRANSACTIONS:*
     Sale of shares                                                                                   508,435
     Reinvestment of distributions in shares                                                            4,567
     Redemption of shares                                                                             (68,390)
                                                                                       -----------------------
     Net increase (decrease) in shares                                                                444,612
                                                                                       =======================

     * At  May  31,  1998,  one  affiliated  shareholder  was  record  owner  of
     approximately 32% of the total outstanding shares of the Fund.
</TABLE>


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


                                       10
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FINANCIAL HIGHLIGHTS

Selected  per share  data and  ratios  for a share  outstanding  throughout  the
period:
<TABLE>
<S>                                          <C>                                       <C>
                                                                                              FOR THE
                                                                                            PERIOD ENDED
                                                                                          MAY 31, 1998 (A)
                                                                                     -------------------------

Net Asset Value, Beginning of Period                                                              $10.00
                                                                                     -------------------------
Investment Operations: 
     Net Investment Income (Loss)                                                                  (0.04)
     Net Realized and Unrealized Gain (Loss) on Investments                                         4.50
                                                                                     -------------------------
Total from Investment Operations                                                                    4.46
                                                                                     -------------------------
Distributions from Net Realized Gain on Investments                                                (0.20)
                                                                                     -------------------------
Net Asset Value, End of Period                                                                    $14.26
                                                                                     =========================

Total Return (b)                                                                                   45.41%

Ratio/Supplementary Data
Net Assets at End of Period (in thousands)                                                     $6,340
Ratios to Average Net Assets:
    Expenses including reimbursement/waiver of fees                                                 2.00%(c)
    Expenses excluding reimbursement/waiver of fees                                                 6.02%(c)
    Net investment income (loss) including reimbursement/waiver of fees                            (0.77)%(c)%
Average Commission Rate Per Share (d)                                                              $0.0590
Portfolio Turnover Rate                                                                           165.71%
</TABLE>


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

(a) The Fund commenced operations on October 15, 1997.
(b) Total returns would have been lower had certain expenses not been limited
    during the period shown. (See Note 5.)
(c) Annualized.
(d) 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.



                                       11
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NOTES TO FINANCIAL STATEMENTS

NOTE 1.  ORGANIZATION

Schroder  Capital  Funds  (Delaware)  (the  "Trust") was organized as a Maryland
corporation  on July 30, 1969;  reorganized  as a series company on February 29,
1988, as Schroder Capital Funds,  Inc.; and reorganized on January 9, 1996, as a
Delaware  business  trust.  The  Trust,  which  is  registered  as  an  open-end
management  investment  company  under the  Investment  Company Act of 1940 (the
"Act"),  currently has eight investment  portfolios.  Included in this report is
the Schroder Micro Cap Fund (the "Fund"), a diversified portfolio that commenced
operations  on  October  15,  1997.  Under  its Trust  Instrument,  the Trust is
authorized  to issue an  unlimited  number of the  Fund's  Investor  Shares  and
Advisor Shares of beneficial  interest without par value which have equal rights
as to assets and voting privileges. As of May 31, 1998, only Investor Shares had
been issued.

NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES

These financial  statements are prepared in accordance  with generally  accepted
accounting  principles,  that require  management to make certain  estimates and
assumptions  which  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 summarizes the significant  accounting policies of the
Fund:

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.  Prices  used  for  valuations   generally  are  provided  by
independent pricing services.  Short-term  investments,  having a maturity of 60
days or less,  are valued at amortized  cost which  approximates  market  value.
Prices used for  valuations  may be provided by  independent  pricing  services.
Other  securities  and  assets  for  which  market  quotations  are not  readily
available  are valued at fair value as  determined  in good faith using  methods
approved by the Board of Trustees.

CASH  EQUIVALENTS  - The Fund  considers  all deposits and the related  interest
income in money market sweep vehicles to be cash equivalents.

SECURITY  TRANSACTIONS  AND  INVESTMENT  INCOME -  Investment  transactions  are
accounted  for on trade date.  Dividend  income is  recorded on the  ex-dividend
date. Interest income is recorded on an accrual basis.

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.

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.



                                       12
<PAGE>





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SCHRODER MICRO CAP FUND
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

EXPENSE  ALLOCATION  -  The  Trust  accounts   separately  for  the  assets  and
liabilities  and  operation  of each of its funds.  Expenses  that are  directly
attributable to more than one fund are allocated  among the respective  funds in
proportion to each fund's net assets

REPURCHASE AGREEMENTS - The Fund may invest in repurchase agreements.  The Fund,
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 Fund may have  difficulties  with the
disposition of any securities held as collateral.

REALIZED  GAIN AND LOSS - Security  transactions  are  recorded  on trade  date.
Realized  gain  and  loss on  investments  sold  are  recorded  on the  basis of
identified cost for both financial statement and federal income tax purposes.

NOTE 3.  INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT  ADVISER - The  investment  adviser to the Fund is  Schroder  Capital
Management  International  Inc.  ("SCMI").  Pursuant to an  Investment  Advisory
Agreement,  SCMI is entitled to receive an annual fee, payable monthly, of 1.25%
of the average daily net assets of the Fund.

ADMINISTRATOR  AND  SUBADMINISTRATOR  - The Trust on  behalf  of the  Fund,  has
entered into an  Administration  Agreement  with  Schroder  Fund  Advisors  Inc.
("SFA") and a Subadministration  Agreement with Forum  Administrative  Services,
LLC ("FAdS").  For its services,  SFA is entitled to receive  compensation at an
annual rate,  payable  monthly,  of 0.25% of the average daily net assets of the
Fund. For its services,  FAdS is entitled to receive  compensation  at an annual
rate, payable monthly of 0.10% of the average daily net assets of the Fund.

TRANSFER AGENT AND DIVIDEND  DISBURSING  AGENT - The transfer agent and dividend
disbursing agent for the Fund is Forum Shareholder  Services,  LLC ("FSS").  For
its services,  FSS is paid a fee in the amount of $12,000 per year, plus certain
other charges.

OTHER SERVICE PROVIDERS - Forum Accounting Services,  LLC ("FAcS") provides fund
accounting  services to the Fund. For its services,  FAcS is entitled to receive
from the Trust a fee of $36,000 per year plus certain other charges.

NOTE 4.  PURCHASES AND SALES OF SECURITIES

The cost of  securities  purchased  and the  proceeds  from sales of  securities
(excluding  short  - term  investments)  for  the  period  ended  May  31,  1998
aggregated $9,473,346 and $5,054,319, respectively.

For federal income tax purposes, the tax basis of investment securities owned as
of May 31, 1998 was $5,907,500.  The aggregate gross unrealized appreciation for
all  securities  in which there was an excess of market  value over tax cost was
$708,768,  and aggregate  gross  unrealized  depreciation  for all securities in
which there was an excess of tax cost over market value was $133,652.


                                       13
<PAGE>





- --------------------------------------------------------------------------------
SCHRODER MICRO CAP FUND
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

NOTE 5.  WAIVER OF FEES AND REIMBURSEMENT OF EXPENSES

In order to limit the Fund's expenses,  SCMI and SFA have voluntarily  agreed to
reduce their  compensation  (and, if necessary,  to pay certain  expenses of the
Fund) to the extent that the Fund's  expenses exceed 2.00% of the Fund's average
daily net assets. The expense limitations cannot be modified or withdrawn except
by a majority  vote of the Trustees of the Trust.  FAdS,  FSS and FAcS may waive
voluntarily  all or a portion of their fees,  from time to time.  For the period
ended May 31,  1998,  SCMI,  SFA and FAdS  waived  fees of  $26,896,  $5,379 and
$13,533    respectively,    and   SFA    reimbursed    expenses    of   $40,836.

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

SUPPLEMENTARY UNAUDITED INFORMATION

DISTRIBUTIONS - During the fiscal year ended May 31, 1998, the Fund  distributed
$45,400 of  ordinary  income to  shareholders  of which .93% may qualify for the
dividends received deduction available to corporate shareholders.



                                       14
<PAGE>




- --------------------------------------------------------------------------------
SCHRODER MICRO CAP FUND
- --------------------------------------------------------------------------------

REPORT OF INDEPENDENT ACCOUNTANTS

     To  Trustees of Schroder  Capital  Funds  (Delaware)  and  Shareholders  of
Schroder Micro Cap Fund

In our opinion, the accompanying statement of assets and liabilities,  including
the schedule of investments,  and related statement of operations and of changes
in net assets and the  financial  highlights  present  fairly,  in all  material
respects,  the financial  position of Schroder  Micro Cap Fund (the "Fund"),  (a
separately managed portfolio of Schroder Capital Funds  (Delaware)),  at May 31,
1998,  the  results  of its  operations,  the  changes in its net assets and the
financial  highlights  for the period  indicated  therein,  in  conformity  with
generally  accepted  accounting  principles.   These  financial  statements  and
financial  highlights  (herein  referred to as "financial  statements")  are the
responsibility  of the Fund's  management;  our  responsibility is to express an
opinion on these financial statements based on our audit. We conducted our audit
of these  statements in accordance with generally  accepted  auditing  standards
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.  We believe that our audit,  which  included
confirmation of securities at May 31, 1998, by correspondence with the custodian
and brokers, provides a reasonable basis for the opinion expressed above.


PricewaterhouseCoopers LLP




Boston, Massachusetts
July 21, 1998



                                       15
<PAGE>






TRUSTEES
Hermann C. Schwab
Peter E. Guernsey
John I. Howell
Clarence F. Michalis
Mark J. Smith
David N. Dinkins
Peter S. Knight
Sharon L. Haugh

OFFICERS
Hermann C. Schwab
         Chairman of the Board
Mark J. Smith
         President
Mark Astley
         Vice President
Robert G. Davy
         Vice President
Margaret H. Douglas-Hamilton
         Vice President
Richard R. Foulkes
         Vice President
John Y. Keffer
         Vice President
Jane P. Lucas
         Vice President
Catherine A. Mazza
         Vice President
Michael Perelstein
         Vice President
Fariba Talebi
         Vice President
John A. Troiano
         Vice President
Ira L. Unschuld
         Vice President
Alexandra Poe
         Vice President
         Secretary
Fergal Cassidy
         Treasurer


<PAGE>




INVESTMENT ADVISER
Schroder Capital Management International Inc.
787 Seventh Avenue, 34th Floor
New York, New York 10019

ADMINISTRATOR AND DISTRIBUTOR
Schroder Fund Advisors Inc.
787 Seventh Avenue, 34th Floor
New York, New York 10019

CUSTODIAN
The Chase Manhattan Bank, N.A.
Chase MetroTech Center
Brooklyn, New York 11245

TRANSFER AND DIVIDEND DISBURSING AGENT
Forum Shareholder Services, LLC
Two Portland Square
Portland, Maine 04101

COUNSEL
Ropes & Gray
One International Place
Boston, Massachusettes 02110

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
One Post Office Square
Boston, Massachusetts 02109




This report is for the information of the shareholders
of the Schroder Micro Cap 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.

<PAGE>


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