SCHRODER CAPITAL FUNDS /DELAWARE/
N-30D, 1998-08-07
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                                [LOGO] Schroders







                                    Schroder
                              Emerging Markets Fund







                                  ANNUAL REPORT
                                  MAY 31, 1998









                        Schroder Capital Funds (Delaware)


<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND
- --------------------------------------------------------------------------------

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 Schroder  Emerging  Markets Fund (the "Fund") is to
seek  long-term  capital  appreciation.  The Fund  invests  primarily  in equity
securities of issuers  domiciled or doing business in emerging market countries,
in regions  such as  Southeast  Asia,  Latin  America,  and Eastern and Southern
Europe.

INVSTMENT ADVISER

Schroder Capital Management  International Inc. (the "Investment  Adviser") is a
wholly owned U.S subsidiary of Schroder U.S.  Holdings,  Inc. an indirect wholly
owned U.S. subsidiary of Schroders plc, the London Stock Exchange listed holding
company  parent of an  investment  banking and  investment  management  group of
companies (the "Schroder  Group") that dates its origins to 1804. The investment
management  operations  of  the  Schroder  Group  are  located  in 20  countries
worldwide.  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,  over $6 billion was invested in
emerging markets countries.


                                                             July 15, 1998

Dear Shareholder,

The Schroder Emerging Markets Fund returned -9.60% from inception on October 31,
1997 to May 31, 1998,  its fiscal year end. This  compares  with the  unmanaged,
customized Morgan Stanley Capital International Emerging Markets Free (excluding
Malaysia) Index (MSCI Ex-Malaysia"), which returned -9.05% for the same period.

While  the  Asian  crisis  brought  some  economic  slowdown  to Latin  America,
management considers there to be great value in the region. However,  management
is wary of  increasing  positions  there due to the present  global  volatility.
Mexico and Brazil remain the region's favored markets, as well as the Fund's top
two country weights. In Mexico,  governmental structure and policies have led to
market stability while Brazilian companies are currently attractively valued and
the  government's  privatization  program is on track.  The  winner of  Brazil's
presidential  election,  scheduled for later this year,  will need to tackle the
fiscal deficit for the market to perform well on a twelve-month view.

Management is likely to maintain its current  strategy with  particular  caution
being paid to Southeast  Asia.  We do believe that the  long-term  prospects for
many  emerging  markets  remain  solid.  We continue  to seek to identify  those
companies that exhibit strong balance sheets,  market shares,  franchise values,
and other  strengths  that may enable  companies  to survive  the recent  market
volatility.

Thank you for your interest in the Schroder Emerging Markets Fund.

Sincerely,

/s/ M. J. Smith

Mark J. Smith
President


<PAGE>


- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND
- --------------------------------------------------------------------------------

MANAGEMENT DISCUSSION AND ANALYSIS (AS OF MAY 31, 1998)
Q: CERTAIN ASIAN MARKETS  REBOUNDED SINCE THEIR DRAMATIC FALLS IN LATE 1997. ARE
THERE ANY  PARTICULAR  MARKETS  THAT HAVE COME THE  FURTHEST TO BEST ADDRESS THE
ECONOMIC ISSUES?

A: Korea and Thailand have been taking the most positive steps in  restructuring
their economies.  Both countries are complying with the IMF in their attempts to
reschedule  external  debt and both raised  interest  rates to  stabilize  their
currencies after dramatic falls. As the currencies  recovered,  both governments
then initiated  tough reforms of the financial  systems in an attempt to enforce
stringent  Western  standards of  regulation.  Bankruptcy  laws were  tightened,
forcing  the  closure  of many  unviable  businesses  and bank  recapitalization
programs have begun.  Corporate  restructuring is now vital,  especially for the
conglomerates  in Korea.  This has been  facilitated  by a  recovery  of foreign
investment,  such as Volvo's  decision  to buy a  subsidiary  of  Samsung.  Both
countries'  equity  markets  have  recovered  sharply  from  their  lows but the
restructuring  process  will  take a long  time for  real  economic  and  market
stability to return.

Q: HAS FUND  MANAGEMENT  CHANGED  ITS VIEWS ON LATIN  AMERICA AS A RESULT OF THE
ASIAN CRISIS?

A: As the depth and gravity of the economic and structural problems faced by the
Asian  countries  became  apparent  in  the  latter  half  of  1997,  management
significantly  reduced  positions in Asia in light of uncertainty with regard to
future growth prospects.  Over a six-month period,  the cash proceeds from these
sales  were  reinvested  in Latin  America,  in  particular  Brazil,  because we
believed  Latin  America  would  be  less  severely   affected.   The  Brazilian
Government's swift response to the crisis with a tight fiscal package to protect
the currency was notably effective. Mexican consumer stocks have been favored by
the Fund as the  domestic  economy has  remained  strong,  supported by the U.S.
economy  which has not been greatly  impacted by the crisis.  Smaller  economies
were more severely  affected,  principally  due to the fall in commodity  prices
(for  example,  Chile and  Venezuela's  export  dependence  on  copper  and oil,
respectively)  and positions in those countries were reduced,  as this situation
is expected to continue.

Q: DO STOCK  VALUATIONS  REMAIN  ATTRACTIVE IN EMERGING MARKETS WHEN COMPARED TO
THOSE IN DEVELOPED MARKETS?

A:  Management  believes  that  the  valuation  case  for  emerging  markets  is
attractive.  On a relative basis,  emerging  markets now look cheap  considering
what we believe are their superior long-term earnings growth prospects.  Certain
markets in Latin America appear inexpensive and look fundamentally stronger than
most Asian markets,  which need to undergo painful restructuring before earnings
can recover and improve  valuation  measures.  Valuations in the EMEA  countries
(Europe, Middle East and Africa) are also generally attractive and are supported
by visible earnings growth potential.

Q: WHAT IS THE FUND'S INVESTMENT STRATEGY GOING FORWARD?

A: Management remains  particularly  cautious about the Southeast Asian markets,
which remain  heavily  dependent on the success of economic  restructuring.  The
violent  instability  in Indonesia and the  continuing  weakness of the Japanese
economy depress the region's  prospects.  Certain Latin American  markets appear
more attractive particularly Mexico and Brazil. Within the EMEA region, economic
growth  remains  robust  in  Hungary  and  Poland,  where  we  continue  to find
attractive  and  well-managed  companies.  Russia  remains  beset  by  political
instability and, therefore, the Fund is likely to remain underweight versus MSCI
EMF Ex-Malaysia until management sees clearer signs of tangible reforms.

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



                                       2

<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND
- --------------------------------------------------------------------------------


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  Morgan  Stanley
Capital  International  Emerging  Markets  Free  "MSCI  EMF"  Index and MCSI EMF
Ex-Malaysia.  The  MSCI  EMF  is a  market  capitalization  index  of  companies
representative of the market structure of 26 emerging countries in Europe, Latin
America,  and the Pacific Basin.  The MSCI EMF excludes closed markets and those
shares that are not  purchasable  by foreigners in otherwise  free markets.  The
MSCI EMF  Ex-Malaysia  is a benchmark used by the Fund's  Investment  Adviser to
exclude  investments  in Malaysia,  which may be considered a developed  market.
Malaysia  represented 5.7% and 12.6% of the MSCI EMF during the period reported.
The MSCI EMF  Ex-Malaysia  is unmanaged and excludes the effect of any expenses,
which have been  deducted  from the Fund's  return.  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 EMERGING MARKETS FUND - INVESTOR SHARES VS.
                       MSCI EMF AND MSCI EMF EX-MALAYSIA

INVESTMENT VALUE ON 5/31/98
- ---------------------------
Schroder Emerging Markets Fund - Investor Shares                    $9,040
MSCI EMF                                                            $8,944
MSCI EMF EX-MALAYSIA                                                $9,095

CUMULATIVE TOTAL RETURN ON 5/31/98                             SINCE INCEPTION
- ----------------------------------                             ---------------
Schroder Emerging Markets Fund - Investor Shares                 -9.60%(a)
MSCI EMF                                                        -10.56%(b)
MSCI EMF EX-MALAYSIA                                             -9.05%(b)




                     [EDGAR REPRESENTATION OF GRAPH CHART]





                 DATE              FUND                     INDEX
                9/30/97                                   10000
               10/30/97         10,000.00
               10/31/97         10,010.00                  9231.4
               11/30/97          9,670.00                  9137.332034
               12/31/97         10,050.00                  9217.027844
               01/31/98          9,370.00                  9638.559395
               02/28/98         10,140.00                 10257.0272
               03/31/98         10,440.00                 10572.86158
               04/30/98         10,470.00                 10656.54578
               05/31/98          9,040.00                 10604.81891




(a)  Inception date of the Fund was October 30, 1997.
(b)  Total Returns for the MSCI EMF  ex-Malaysia  are based on an inception date
     of October 31, 1997.

                                       3
<PAGE>


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SCHRODER EMERGING MARKETS FUND
- --------------------------------------------------------------------------------
<TABLE>
            PORTFOLIO CHARACTERISTICS AS OF MAY 31, 1998 (UNAUDITED)
<S>                                                    <C>               <C>                            <C>
          TOP TEN HOLDINGS                                                    INVESTMENTS BY INDUSTRY
Security                   % of Net Assets                             Industry                    % of Net Assets
- ------------------------------------------------------------------------------------------------------------------
Telecomunicacoes Brasileiras -Telebras (Braz)         3.35%            Capital Equipment               3.97%
Bank Leumi Le-Israel (Isr)                            2.19%            Consumer Durables               3.71%
Telefonos De Mexico SA ADR (Mex)                      2.01%            Consumer Staples                7.08%
Cemex, S.A. de C.V. (Mex)                             1.85%            Energy                         15.21%
Elektrim Spolka Akcyjna (Pol)                         1.72%            Finance                        17.47%
Centrais Electricas Brasileiras - Eletrobras (Braz)   1.62%            Healthcare                      3.40%
Teva Pharmaceutical Industries Ltd. ADR (Isr)         1.47%            Materials                       5.53%
SPT Telekom AS (Cze)                                  1.43%            Multi-Industry                  6.63%
FirstRand Limited (S. Afr)                            1.32%            Real Estate                     1.36%
CEMIG ADR (Braz)                                      1.32%            Services                        9.90%
Total                                                18.28%            Telecommunications             16.04%
                                                                       Cash & Other Net Assets         9.70%
                                                                       Total                          100.0%
</TABLE>
<TABLE>
<S>                                     <C>                       <C> 
                           COUNTRY WEIGHTINGS
Country                       % of Net Assets       MSCI EMF ex-Malaysia Index
- ------------------------------------------------------------------------------
Argentina                              3.67%                      4.70%
Botswana                               0.54%                      0.00%
Brazil                                14.52%                     16.60%
Chile                                  3.92%                      3.90%
China                                  0.70%                      0.80%
Czech Republic                         1.43%                      1.20%
Egypt                                  0.60%                      0.00%
Greece                                 4.12%                      5.20%
Hong Kong                              3.17%                      0.00%
Hungary                                3.43%                      1.50%
India                                  6.66%                      7.20%
Indonesia                              1.16%                      1.10%
Israel                                 4.87%                      3.50%
Luxembourg                             0.34%                      0.00%
Korea, Republic of                     4.84%                      2.10%
Malaysia                               0.66%                      0.00%
Mauritius                              0.34%                      0.00%
Mexico                                12.35%                     12.50%
Pakistan                               0.17%                      0.50%
Peru                                   0.91%                      1.40%
Philippines                            1.76%                      1.90%
Poland                                 2.31%                      0.70%
Russia                                 2.38%                      3.50%
South Africa                           9.24%                     14.70%
Taiwan                                 3.84%                      9.70%
Thailand                               1.08%                      2.00%
Turkey                                 0.63%                      3.00%
Venezuela                              0.47%                      1.30%
Zimbabwe                               0.19%                      0.00%
Cash & Cash Equivalents                9.70%                      0.00%
                                       -----
Total                                  100.0%
                                       ======

</TABLE>



                                       4

<PAGE>
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SCHRODER EMERGING MARKETS FUND
- --------------------------------------------------------------------------------
<TABLE>

STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 1998

<S>                                                                                                      <C>
ASSETS:
      Investments (Notes 1 and 2):
        Investment in Schroder EM Core Portfolio
        (the "Portfolio")                                                                                 $ 17,832
        Receivable from Administrator ( Notes 3 and 4)                                                      17,876
                                                                                                 ------------------

                               Total Assets                                                                 35,708
                                                                                                 ------------------

LIABILITIES:
      Accrued expenses and other liabilities                                                                17,881
                                                                                                 ------------------

                               Total Liabilities                                                            17,881
                                                                                                 ------------------

                               Net Assets                                                                 $ 17,827
                                                                                                 ==================

COMPONENTS OF NET ASSETS:
      Paid-in capital                                                                                     $ 20,895
      Undistributed net investment income (loss)                                                                39
      Accumulated net realized gain (loss)                                                                    (917)
      Net unrealized appreciation (depreciation) on investments                                             (2,190)
                                                                                                 ------------------

                               Net Assets                                                                 $ 17,827
                                                                                                 ==================

SHARES OF BENEFICIAL INTEREST                                                                                1,971

NET ASSET VALUE OFFERING AND REDEMPTION PRICE PER SHARE
      (NET ASSETS / SHARES OF BENEFICIAL INTEREST)                                                          $ 9.04
</TABLE>

   The accompanying notes are an integral part of the financial statements.
                                       5
<PAGE>

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SCHRODER EMERGING MARKETS FUND
- --------------------------------------------------------------------------------
<TABLE>

STATEMENT OF OPERATIONS
<S>                                                                                                      <C>
                                                                                                      FOR THE
                                                                                                   PERIOD ENDED
                                                                                                    MAY 31, 1998
                                                                                                      (NOTE 1)
                                                                                                 ------------------
NET INVESTMENT INCOME ALLOCATED FROM THE PORTFOLIO:
      Dividend income (net of unrecoverable foreign withholding taxes of $5)                                  $ 63
      Interest income                                                                                           10
      Net expenses                                                                                             (31)
                                                                                                 ------------------
                               Net Investment Income Allocated from the Portfolio                               42
                                                                                                 ------------------

EXPENSES:
      Administration  (Note 3)                                                                                   2
      Subadministration (Note 3)                                                                             2,740
      Transfer agency (Note 3)                                                                               1,338
      Accounting (Note 3)                                                                                    1,300
      Audit                                                                                                 10,755
      Registration                                                                                          21,915
      Reporting                                                                                              4,500
      Miscellaneous                                                                                              1
                                                                                                 ------------------
                               Total Expenses                                                               42,551
      Fees waived and expenses reimbursed  (Note 4)                                                        (42,546)
                                                                                                 ------------------
                               Net Expenses                                                                      5
                                                                                                 ------------------

NET INVESTMENT INCOME (LOSS)                                                                                    37
                                                                                                 ------------------

NET REALIZED AND UNREALIZED  GAIN (LOSS) ON INVESTMENTS  AND FOREIGN  CURRENCY
      TRANSACTIONS ALLOCATED FROM THE PORTFOLIO:
      Net realized gain (loss) on investments sold                                                            (917)
      Net realized gain (loss) on foreign currency transactions                                                  2
                                                                                                 ------------------
               Net realized gain (loss) on investments and foreign
                                   currency transactions                                                      (915)
                                                                                                 ------------------
      Net change in unrealized appreciation (depreciation) on investments                                   (2,188)
      Net change in unrealized appreciation (depreciation) on  foreign
        currency transactions                                                                                   (2)
                                                                                                 ------------------
             Net change in unrealized appreciation (depreciation) on
                                   investments and foreign currency transactions                            (2,190)
                                                                                                 ------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN
      CURRENCY TRANSACTIONS ALLOCATED FROM THE PORTFOLIO                                                    (3,105)
                                                                                                 ------------------

NET INCREASE (DECREASE)  IN NET ASSETS RESULTING FROM OPERATIONS                                          $ (3,068)
                                                                                                 ==================
</TABLE>

  The accompanying notes are an integral part of the financial statements.
                                       6
<PAGE>
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SCHRODER EMERGING MARKETS FUND
- --------------------------------------------------------------------------------
<TABLE>

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

OPERATIONS:
      Net investment income (loss)                                                                              37
      Net realized gain (loss) on investments
        and foreign currency transactions                                                                     (915)
      Net change in unrealized appreciation (depreciation) on investments
        and foreign currency tranactions                                                                    (2,190)
                                                                                                 ------------------
      Net increase (decrease) in net assets resulting from operations                                       (3,068)
                                                                                                 ------------------

CAPITAL SHARE TRANSACTIONS:
      Sale of shares                                                                                        20,895
                                                                                                 ------------------
      Net increase (decrease) from capital share transactions                                               20,895
                                                                                                 ------------------

      Net increase (decrease) in net assets                                                                 17,827
                                                                                                 ------------------

NET ASSETS, END OF PERIOD                                                                                 $ 17,827
                                                                                                 ==================
      (Including accumulated undistributed net investment income (loss) of $39)

SHARE TRANSACTIONS:*
      Sale of shares                                                                                         1,971

      * At May  31,  1998,  one  affiliated  shareholder  was  record  owner  of
      approximately 100% of the total outstanding shares of the Fund.

</TABLE>






  The accompanying notes are an integral part of the financial statements.
                                       7
<PAGE>

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SCHRODER EMERGING MARKETS FUND
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS-INVESTOR SHARES

Selected per share data and ratios for an Investor share outstanding  throughout
the period:
<TABLE>
<S>                                                                                    <C>

                                                                                     FOR THE
                                                                                  PERIOD ENDED
                                                                                     MAY 31,
                                                                                     1998 (A)
                                                                                  -----------------

Net Asset Value, Beginning  of Period                                                     $10.00
                                                                                  -----------------
Investment Operations
     Net Investment Income (Loss)                                                           0.02
     Net Realized and Unrealized Gain (Loss) on Investments                                (0.98)
                                                                                 -----------------
Total from Investment Operations                                                           (0.96)
                                                                                 -----------------
Net Asset Value, End of Period                                                             $9.04
                                                                                 =================

Total Return (b)                                                                           (9.60)%

Ratio/Supplementary Data
Net Assets at End of Period (in thousands)                                                $18
Ratios to Average Net Assets:
    Expenses including reimbursement/waiver of fees                                         1.70%(c)  (d)
    Expenses excluding reimbursement/waiver of fees                                         - (e)
    Net investment income (loss) including reimbursement/waiver of fees                     1.72%(c)  (d)
Average Commission Rate Per Share (f)                                                       0.0039
Portfolio Turnover Rate (g)                                                                22.97%
</TABLE>


- --------------------------------------
(a)  Investor Class shares were first issued on October 31, 1997.
(b)  Total returns  would have been lower had certain  expenses not been reduced
     during the period shown (See Note 4).
(c)  Includes  the  Fund's  proportionate  share of income and  expenses  of the
     Portfolio.
(d)  Annualized.
(e)  Amount is not meaningful due to short period of operations.
(f)  Amount  represents the average  commissions per share paid by the Portfolio
     to  brokers  on the  purchase  and  sale  of  equity  securities  on  which
     commissions are charged.
(g)  Portfolio  turnover  represents  the  rate  of  portfolio  activity  of the
     Portfolio.


  The accompanying notes are an integral part of the financial statements.
                                       8
<PAGE>


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  SCHRODER EMERGING MARKETS FUND
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS
MAY 31, 1998

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  Emerging Markets Fund (the "Fund"),  a  non-diversified  portfolio
that commenced  operations on October 31, 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.

MASTER-FEEDER  ARRANGEMENT - The Fund seeks to achieve its investment  objective
by investing all of its  investable  assets in Schroder EM Core  Portfolio  (the
"Portfolio"),  a separate  non-diversified  portfolio, of Schroder Capital Funds
("Schroder  Core")  that has the same  investment  objective  and  substantially
similar  investment  policies  as the Fund.  This is  commonly  referred to as a
master-feeder  arrangement.  Schroder  Core also is  registered  as an  open-end
management  investment  company.  The Fund may withdraw its investment  from the
Portfolio at any time if the Trust's Board of Trustees  determines that it is in
the best interest of the Fund and its  shareholders  to do so. The Fund accounts
for its investment in the Portfolio as a partnership  interest and records daily
its share of the Portfolio's  income,  expenses and realized and unrealized gain
and loss. The Portfolio's financial statements are included on pages 12 to 29 of
this  report  and  should  be read in  conjunction  with  the  Fund's  financial
statements.  As of May  31,  1998,  the  Fund  owns  approximately  0.6%  of the
Portfolio's interests.

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 - 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 the Portfolio are discussed in the
Notes to the Financial Statements of the Portfolio.

INVESTMENT  INCOME AND EXPENSES - The Fund  records  daily its pro rata share of
the Portfolio's  income,  expenses and realized and unrealized gain and loss. In
addition, the Fund accrues its own expenses.

DISTRIBUTIONS  TO  SHAREHOLDERS - Dividends and 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.


                                       9
<PAGE>


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SCHRODER EMERGING MARKETS FUND
- --------------------------------------------------------------------------------

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.

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. Expenses that are directly attributable to
a class are allocated to that class.

NOTE 3.  INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT  ADVISER  - The  Fund  currently  invests  all of its  assets  in the
Portfolio, which retains Schroder Capital Management International Inc. ("SCMI")
to act as investment adviser pursuant to an Investment Advisory  Agreement.  See
Notes to the Financial Statements of the Portfolio.

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 0.15% 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 0.075% of the average daily net assets of the Fund,
subject to a $25,000 minimum annual fee plus a $12,000 charge per class.

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 share class,  per
year, plus certain other charges.

OTHER SERVICE PROVIDERS - Forum Accounting Services,  LLC ("FAcS") provides fund
accounting  services to the Fund. For its services to the Fund, FAcS is entitled
to receive from the Trust a fee of $12,000 per year.

NOTE 4.  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 1.70% of the Fund's average
daily net assets attributable to Investor shares. The expense limitations cannot
be modified or withdrawn except by a majority vote of the Trustees of the Trust.
SCMI,  SFA, FAdS, FSS and FAcS may  voluntarily  waive all or a portion of their
fees,  from time to time. For the period ended May 31, 1998, SFA and FAdS waived
fees of $2 and $2,740, respectively, and SFA reimbursed expenses of $39,804.



                                       10
<PAGE>



- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND
- --------------------------------------------------------------------------------

REPORT OF INDEPENDENT ACCOUNTANTS

To Trustees of Schroder  Capital Funds  (Delaware) and  Shareholders of Schroder
Emerging Markets Fund

In our opinion, the accompanying statement of assets and liabilities 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 Emerging Markets 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  provides a reasonable  basis for the opinion  expressed
above.


PricewaterhouseCoopers LLP




Boston, Massachusetts
July 21, 1998





                                       11
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>

SCHEDULE OF INVESTMENTS
AS OF MAY 31, 1998
<S>                           <C>                                                                   <C>
  SHARES                                                                                         VALUE US$
- ---------                                                                                      -------------


                           ARGENTINA (3.7%)
                           COMMON STOCK
        40,100             Astra Cia Argentina de Petroleo SA                                       65,797
                           ENERGY
         3,877             Banco de Galicia y Buenos Aires
                           SA de CV ADR                                                             79,478
                           FINANCE
         3,200             Cresud SA ADR (a)                                                        57,000
                           CONSUMER NON-DURABLES
           900             Disco SA ADR (a)                                                         31,163
                           CONSUMER NON-DURABLES
        17,100             IRSA Inversiones y Representaciones SA                                   60,905
                           Finance
         8,500             Compania Naviera Perez Companc SA                                        47,113
                           Energy
         3,500             Telecom Argentina ADR                                                   108,500
                           SERVICES
         5,700             Telefonica de Argentina SA ADR                                          185,607
                           SERVICES
        11,100             YPF Sociedad Anonima ADR                                                344,794
                           ENERGY                                                                  -------
                                                                                                   980,357
                           BOTSWANA (0.5%)                                                         -------
                           COMMON STOCK
        90,000             Sechaba Ord                                                             144,860
                           Consumer Non-Durables                                                   -------

                           BRAZIL (14.5%)
                           COMMON STOCK
         7,800             Aracruz Celulose SA ADR                                                 105,300
                           SERVICES
        24,300             Centrais Electricas Brasileiras SA Electrobras                          433,104
                           ENERGY
       200,000             Cia Cimento Portland Itau                                                36,515
                           MATERIALS
        10,769             Cia Ener de Minas Gerais ADR                                            352,525
                           ENERGY
        11,200             Companhia Brasileira de Distribuicao Grupo Pao de Acucar                261,800
                           CONSUMER NON-DURABLES
         7,800             Companhia Paranaense de Energia-Copel                                    77,512
                           ENERGY
        12,400             Petrol Brasileiro SA - Petrobas                                         242,570
                           ENERGY
         8,400             Telecomunicacoes Brasileiras SA Telebras ADR                            895,650
                           SERVICES
</TABLE>

    The accompanying notes are an integral part of the financial statements.
                                       12

<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>

SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF MAY 31, 1998
<S>                           <C>                                                                   <C>

  SHARES                                                                                         VALUE US$
- ---------                                                                                      -------------


     1,040,000             Telecomunicacoes de Sao Paulp SA - Telesp                               153,712
                           SERVICES
       590,000             Telecomunicacoes do Parana SA - Telepar                                 212,875
                           SERVICES
       590,000             Telepar Tel Parana (a)                                                   80,021
                           SERVICES
     1,040,000             Telesp Tel Sao (a)                                                       62,380
                           SERVICES
         8,300             Unibanco-Uniao Banco                                                    259,894

                           PREFERRED STOCK
       108,000             Banco Itau SA PN                                                         64,789
                           FINANCE
     5,540,000             Centrais Eletricas Brasileiras SA Electrobras                           184,474
                           ENERGY
        15,000             Companhia Vale do Rio Doce                                              306,473
                           ENERGY
       770,000             Petrol Brasileiro - Petrobras                                           150,626
                           ENERGY                                                                  -------
                                                                                                 3,880,220
                           CHILE, REPUBLIC OF (3.9%)                                             ---------
                           COMMON STOCK
        10,200             Banco BHIF                                                              154,275
                           FINANCE
        10,800             Chilectra SA                                                            263,026
                           ENERGY
         5,500             Compania Cervecerias Unidas SA                                          132,000
                           CONSUMER NON-DURABLES
        13,200             Compania de Telecomunicacion de Chile SA ADR                            292,875
                           SERVICES
         9,900             Distribucion y Servico                                                  156,544
                           SERVICES
         5,100             Quinenco SA ADR                                                          48,450
                           SERVICES                                                                 ------
                                                                                                 1,047,170
                           CHINA, PEOPLES REPUBLIC OF (0.7%)                                     ---------
                           COMMON STOCK
         6,000             Huaneng Power International, Inc. ADR (a)                               104,250
                           ENERGY
       120,000             Qingling Motors Co.                                                      47,232
                           CAPITAL EQUIPMENT
         9,000             Shanghai Industrial Holdings                                             25,261
                           Multi-Industry                                                          -------
                                                                                                   176,743
                                                                                                   -------
</TABLE>
  The accompanying notes are an integral part of the financial statements.
                                       13
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>

SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF MAY 31, 1998
<S>                           <C>                                                                   <C>

  SHARES                                                                                         VALUE US$
- ---------                                                                                      -------------

                           CZECH REPUBLIC (1.4%)
                           COMMON STOCK
         2,970             SPT Telekom AS                                                          381,976
                           SERVICES                                                                -------

                           EGYPT (0.6%)
                           COMMON STOCK
        11,200             Commercial International Bank GDR                                       159,040
                           FINANCE                                                                 -------

                           GREECE (4.1%)
                           COMMON STOCK
         2,250             Alfa Credit Bank                                                        234,937
                           FINANCE
         2,430             Delta Informatics SA                                                    106,936
                           SERVICES
         9,400             Hellenic Bottling Co. SA                                                314,876
                           CONSUMER NON-DURABLES
        10,880             Hellenic Telecommunication Organization SA                              319,790
                           SERVICES
           864             National Bank of Greece                                                 124,407
                           FINANCE                                                                 -------
                                                                                                 1,100,946
                           HONG KONG (3.2%)                                                      ---------
                           COMMON STOCK
       244,000             Anhui Expressway Co. Ltd.                                                30,543
                           SERVICES
       223,000             Beijing Datang Power                                                     78,420
                           MULTI-INDUSTRY
        38,000             Cheung Kong Infrastructure Holdings                                      84,346
                           CAPITAL EQUIPMENT
       191,000             China Resources Beijing Land                                             88,735
                           FINANCE
        18,000             China Resources Enterprise Ltd.                                          21,022
                           FINANCE
        43,000             China Telecom (Hong Kong) (a)                                            76,855
                           SERVICES
        10,000             Citic Pacific Ltd.                                                       24,325
                           FINANCE
        36,000             Cosco Pacific Ltd.                                                       18,699
                           FINANCE
        82,400             Founder Hong Kong Ltd.                                                   51,307
                           CAPITAL EQUIPMENT
        57,000             Guangdong Kelon Electrical Holdings Co. Ltd.                             54,434
                           CONSUMER DURABLES
</TABLE>


  The accompanying notes are an integral part of the financial statements.
                                       14
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>

SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF MAY 31, 1998
<S>                           <C>                                                                   <C>

  SHARES                                                                                         VALUE US$
- ---------                                                                                      -------------

        44,000             Guangnan Holdings                                                        22,003
                           CONSUMER NON-DURABLES
        62,000             Guangshen Railway                                                         8,561
                           SERVICES
        64,000             Legend Holdings Ltd. (a)                                                 22,505
                           CAPITAL EQUIPMENT
        22,000             New World Development Co. Ltd.                                           51,955
                           MULTI-INDUSTRY
        44,000             New World Infrastructure (a)                                             77,790
                           CAPITAL EQUIPMENT
        29,000             Ng Fung Hong Ltd.                                                        24,700
                           CONSUMER NON-DURABLES
       460,000             Yanzhou Coal Mining Co. Ltd. (a)                                         94,980
                           ENERGY
       125,000             Zhejiang Expressway Co. Ltd                                              28,392
                           SERVICES                                                                 ------
                                                                                                   859,572
                           HUNGARY (3.4%)                                                          -------
                           COMMON STOCK
         2,600             Gedeon Richter                                                          219,830
                           CONSUMER NON-DURABLES
         9,260             MOL Magyar Olaj GDR                                                     211,822
                           ENERGY
        10,460             Matav RT ADR                                                            292,880
                           SERVICES
         4,600             OTP Bank GDR                                                            192,050
                           FINANCE                                                                 -------
                                                                                                   916,582
                           INDIA (6.7%)                                                            -------
                           COMMON STOCK
         4,000             BSES Ltd. GDR (a)                                                        53,500
                           ENERGY
        14,000             Grasim Industries Ltd. GDR                                              108,850
                           MATERIALS
        23,500             Great Eastern Shipping Co. GDR                                          131,013
                           MULTI-INDUSTRY
         8,000             Indian Hotels Co. Ltd. GDR (a)                                           88,500
                           SERVICES
         9,000             Indian Petrochemicals GDR                                                38,250
                           MATERIALS
         7,000             Larsen & Toubro GDR                                                      88,375
                           MULTI-INDUSTRY
        25,700             Mahanagar Telephone GDR (a)                                             326,070
                           SERVICES
        18,000             Mahindra & Mahindra Ltd. GDR                                             90,000
                           CAPITAL EQUIPMENT
</TABLE>

  The accompanying notes are an integral part of the financial statements.
                                       15
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>

SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF MAY 31, 1998
<S>                           <C>                                                                   <C>

  SHARES                                                                                         VALUE US$
- ---------                                                                                      -------------

         5,000             Ranbaxy Laboratories Ltd. GDR                                            81,500
                           MATERIALS
        27,900             Reliance Industries Ltd. GDS                                            207,157
                           MATERIALS
        22,000             State Bank of India GDR                                                 305,250
                           FINANCE
           550             Tata Electric Co. GDR  (b)                                              126,445
                           ENERGY
        11,500             Videsh Sanchar Nigam Ltd. GDR (a)                                       135,125
                           SERVICES                                                                -------
                                                                                                 1,780,035
                           INDONESIA (1.2%)                                                      ---------
                           COMMON STOCK
         3,500             Gulf Indonesia Resources Ltd. (a)                                        43,532
                           ENERGY
        15,000             PT Gudang Garam                                                          11,018
                           CONSUMER NON-DURABLES
        44,000             PT HM Sampoerna                                                          14,795
                           CONSUMER NON-DURABLES
        94,000             PT Indofoods Sukses Makmur                                               13,102
                           CONSUMER NON-DURABLES
        29,000             PT Indostat ADR                                                          38,367
                           SERVICES
       149,000             PT Telekomunikasi Indonesia                                              49,447
                           SERVICES

                           TREASURY BILLS
                           Bank Indonesia Treasury Bill, 5.05%, due 6/1/98                         138,994
                                                                                                   -------
                                                                                                   309,255
                           ISRAEL (4.9%)                                                           -------
                           COMMON STOCK
        14,930             Bank Hapoalim Ltd.                                                       45,880
                           FINANCE
       290,300             Bank Leumi Le-Israel                                                    586,256
                           FINANCE
        18,970             Blue Square-Israel Ltd.                                                 275,065
                           CONSUMER NON-DURABLES
         9,600             Teva Pharmaceutical Industries Ltd. ADR                                 393,600
                           MATERIALS                                                               -------
                                                                                                 1,300,801
                           KOREA, REPUBLIC OF (4.8%)                                             ---------
                           COMMON STOCK
        17,000             Daewoo Heavy Industries                                                  58,337
                           CAPITAL EQUIPMENT
        26,323             Kookmin Bank (a)                                                        129,978
                           FINANCE
</TABLE>

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

- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>

SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF MAY 31, 1998
<S>                           <C>                                                                   <C>

  SHARES                                                                                         VALUE US$
- ---------                                                                                      -------------
          

         6,000             Korea Electric Power Corp.                                               60,107
                           ENERGY
        19,210             LG Electronics                                                          180,158
                           CONSUMER DURABLES
         3,000             LG Information & Communication Ltd.                                      70,338
                           CAPITAL EQUIPMENT
         1,500             Pohang Iron & Steel Co. Ltd. (b)                                         61,725
                           MATERIALS
           123             SK Telecom Co. Ltd. (b)                                                  56,700
                           SERVICES
         7,440             Samsung Display Devices Co.                                             263,770
                           CAPITAL EQUIPMENT
         7,850             Samsung Electronics Co.                                                 298,383
                           CONSUMER DURABLES
         8,000             Samsung Heavy Industries (a)                                             48,085
                           CAPITAL EQUIPMENT
        16,000             Shinhan Bank (a)                                                         62,523
                           FINANCE                                                                  ------
                                                                                                 1,290,104
                           LUXEMBOURG (0.3%)                                                     ---------
                           COMMON STOCK
         9,400             Quilmes Industrial SA ADR                                                90,475
                           CONSUMER NON-DURABLES                                                    ------

                           MALAYSIA (0.7%)
                           COMMON STOCK
         7,000             Berjaya Sports Toto Berhad                                               14,672
                           SERVICES
        34,000             Magnum Corp. Berhad                                                      17,884
                           SERVICES
        18,000             Resorts World Berhad                                                     27,887
                           SERVICES
        18,000             Tanjong PLC                                                              29,762
                           SERVICES
        11,000             Telekom Malaysia Berhad                                                  25,205
                           SERVICES
        37,000             Tenaga Nasional Berhad                                                   61,176
                           ENERGY                                                                   ------
                                                                                                   176,586
                           MAURITIUS (0.3%)                                                        -------
                           COMMON STOCK
       135,000             State Bank of Mauritius Ltd. (a)                                         90,320
                           FINANCE                                                                  ------
</TABLE>


  The accompanying notes are an integral part of the financial statements.
                                       17
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>

SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF MAY 31, 1998
<S>                           <C>                                                                   <C>

  SHARES                                                                                         VALUE US$
- ---------                                                                                      -------------

                           MEXICO (12.4%)
                           COMMON STOCK
     120,000               Cemex SA de CV                                                          494,782
                           MATERIALS
     228,000               Cifra SA de CV                                                          318,104
                           SERVICES
      37,000               Consorcio ARA S.A.(a)                                                   142,275
                           CAPITAL EQUIPMENT
     245,000               Controladora Comercial Mexicana SA de CV                                240,108
                           SERVICES
      20,200               Desc SA de CV                                                           113,648
                           MULTI-INDUSTRY
       9,600               Fomento Economico Mexica SA de CV                                       319,056
                           CONSUMER NON-DURABLES
      22,500               Grupo Carso SA de CV                                                    113,955
                           MULTI-INDUSTRY
      17,700               Grupo Financiero Banamax Accivl SA de CV (a)                             44,170
                           FINANCE
     243,000               Grupo Financiero Bancomer                                               121,830
                           FINANCE
      94,222               Grupo Industrial Bimbo SA                                               207,340
                           CONSUMER NON-DURABLES
      35,000               Grupo Industrial Saltillo SA de CV                                      127,043
                           MATERIALS
       6,400               Grupo Televisa SA (a)                                                   250,000
                           SERVICES
      66,000               Sistema Argos SA de CV                                                   63,335
                           CONSUMER NON-DURABLES
       8,400               TV Azteca SA de CV                                                      121,275
                           SERVICES
      11,300               Telefonos de Mexico SA ADR                                              536,044
                           SERVICES
       6,000               Tubos de Acero de Mexico SA ADR                                          89,625
                           MATERIALS

                           RIGHTS
       3,600               Cemex SA de CV (a)                                                        1,232
                           MATERIALS                                                                 -----
                                                                                                 3,303,822
                           PAKISTAN (0.2%)                                                       ---------
                           COMMON STOCK
       4,800               Hub Power Co. Ltd.                                                       45,600
                           ENERGY                                                                   -------

</TABLE>

  The accompanying notes are an integral part of the financial statements.
                                       18
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>

SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF MAY 31, 1998
<S>                           <C>                                                                   <C>

  SHARES                                                                                         VALUE US$
- ---------                                                                                      -------------

                           PERU (0.9%)
                           COMMON STOCK
    5,800                  CPT Telefonica del Peru SA ADS                                          125,425
                           SERVICES
    7,370                  Credicorp Ltd.                                                          116,999
                           FINANCE                                                                 -------
                                                                                                   242,424
                           PHILIPPINES (1.8%)                                                      -------
                           COMMON STOCK
  322,000                  Ayala Land, Inc                                                         109,538
                           SERVICES
1,155,000                  Digital Telecommunications Philippines, Inc. (a)                         46,853
                           SERVICES
   37,000                  Manila Electric Company "B" Shares                                      109,242
                           ENERGY
    8,000                  Philippine Long Distance Telephone Co.                                  205,391
                           SERVICES                                                                -------
                                                                                                   471,024
                           POLAND (2.3%)                                                           -------
                           COMMON STOCK
     800                   Bank Przemslowo-Handlowy SA                                              59,353
                           FINANCE
  35,000                   Elektrim Spolka Akcyjna SA                                              460,183
                           MULTI-INDUSTRY
  14,000                   WBK Ord                                                                 100,258
                           FINANCE                                                                 -------
                                                                                                   619,794
                           RUSSIA (2.4%)                                                           -------
                           COMMON STOCK
  13,210                   Gazprom ADR                                                             184,611
                           ENERGY
   4,010                   Lukoil Holding ADR                                                      165,118
                           ENERGY
   8,200                   Pliva DD GDR                                                            134,890
                           MATERIALS
   8,720                   Unified Energy Systems                                                  153,356
                           ENERGY                                                                  -------
                                                                                                   637,975
                           SOUTH AFRICA (9.2%)                                                     -------
                           COMMON STOCK
  10,900                   ABSA Group Ltd.                                                          85,619
                           FINANCE
   4,400                   Anglo American Corp. of South Africa Ltd.                               210,784
                           FINANCE
   3,000                   Anglo American Industrial Corp.                                          88,441
                           MULTI-INDUSTRY
</TABLE>

  The accompanying notes are an integral part of the financial statements.
                                       19
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>

SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF MAY 31, 1998
<S>                           <C>                                                                   <C>

  SHARES                                                                                         VALUE US$
- ---------                                                                                      -------------


     28,463                Barlow Ltd.                                                             233,236
                           MULTI-INDUSTRY
      7,180                Dimension Data Holdings Ltd. (a)                                         48,043
                           FINANCE
     13,000                Ellerine Holdings Ltd.                                                  111,191
                           CONSUMER DURABLES
     15,000                Fedsure Holdings Ltd.                                                   230,993
                           FINANCE
    180,900                FirstRand Ltd.                                                          352,608
                           FINANCE
     27,000                Ingwe Coal Corp.                                                         95,306
                           ENERGY
     26,700                LA Retail Stores Ltd.                                                    84,408
                           CONSUMER DURABLES
     78,000                Malbak Ltd.                                                              70,345
                           MATERIALS
     39,300                Nampak Ltd.                                                             137,200
                           MATERIALS
     22,800                Rembrandt Group Ltd.                                                    187,714
                           MULTI-INDUSTRY
     24,600                Sasol Ltd.                                                              195,617
                           MULTI-INDUSTRY
      9,200                South African Breweries Ltd.                                            259,441
                           MULTI-INDUSTRY
     15,000                South African Druggists Ltd.                                             78,549
                           MATERIALS                                                                ------
                                                                                                 2,469,495
                           TAIWAN (3.8%)                                                         ---------
                           COMMON STOCK
     26,000                Acer, Inc. GDR (a)                                                      188,500
                           SERVICES
      6,000                Asustek Computer, Inc. (a)                                              110,251
                           CAPITAL EQUIPMENT
      7,000                Fubon Insurance Co. Ltd. GDR (a)                                        127,750
                           FINANCE
     13,000                ROC Taiwan Fund                                                          93,438
                           FINANCE
      9,520                Siliconware Precision Industries Co. (a)                                 78,064
                           ENERGY
      6,500                Taiwan Fund, Inc.                                                        91,406
                           FINANCE
     13,300                Taiwan Semiconductor Manufacturing Co. (a)                              251,038
                           ENERGY
      8,000                Teco Electric & Machinery GDR                                            86,800
                           MULTI-INDUSTRY                                                           ------
                                                                                                 1,027,247
                                                                                                 ---------
</TABLE>
  The accompanying notes are an integral part of the financial statements.
                                       20
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>

SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF MAY 31, 1998
<S>                           <C>                                                                   <C>

  SHARES                                                                                         VALUE US$
- ---------                                                                                      -------------

                           THAILAND (1.1%)
                           COMMON STOCK
      7,000                Advanced Info Service Public Co. Ltd.                                    38,129
                           SERVICES
     28,000                Bangkok Bank Public Co. Ltd.                                             57,192
                           FINANCE
     26,000                Electricity Generating Public Co. Ltd.                                   41,843
                           ENERGY
     12,000                PTT Exploration & Production Public Co. Ltd.                            103,987
                           ENERGY
     31,000                Thai Farmers Bank Public Co. Ltd.                                        47,202
                           FINANCE                                                                  ------
                                                                                                   288,353
                           TURKEY (0.6%)                                                           -------
                           COMMON STOCK
  3,324,675                Akbank T.A.S.                                                            97,814
                           FINANCE
    234,000                Netas Telekomunik (a)                                                    68,844
                           CAPITAL EQUIPMENT
     15,200                Turkiye Is Bankasi (Isbank)                                                 617
                           FINANCE                                                                     ---
                                                                                                   167,275
                           VENEZUELA (0.5%)                                                        -------
                           COMMON STOCK
      4,100                Compania Anonima                                                        126,332
                           SERVICES                                                                -------

                           ZIMBABWE (0.2%)
                           COMMON STOCK
     69,000                NMBZ Holdings Ltd. (a)                                                   51,750
                           FINANCE                                                                  ------

                           TOTAL INVESTMENTS (90.3%) (COST $26,482,507)                         24,136,133

                           OTHER ASSETS LESS LIABILITIES (9.7%)                                  2,593,902
                                                                                                 ---------
                           TOTAL NET ASSETS (100.0%)                                           $26,730,035
                                                                                               ===========
</TABLE>

(a) Non-income Producing Security.

(b) Valued pursuant to methodology approved by the Board of Trustees.

ADR - American Depositary Receipt

GDR - Global Depositary Receipt

GDS - Global Depositary Shares

  The accompanying notes are an integral part of the financial statements.
                                       21
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>

STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 1998
<S>                                                                                                           <C>

ASSETS:
      Investments (Note 2):
         Investments at cost                                                                                   $ 26,482,507
         Net unrealized appreciation (depreciation)                                                              (2,346,374)
                                                                                                        --------------------
                                 Total Investments at Value                                                      24,136,133

      Cash                                                                                                        2,606,408
      Receivable for investments sold                                                                                71,010
      Receivable for dividends, tax reclaims and interest                                                           139,532
      Organization costs, net of amortization (Note 2)                                                                  859
                                                                                                        --------------------

                                 Total Assets                                                                    26,953,942
                                                                                                        --------------------

LIABILITIES:
      Payable for investments purchased                                                                             131,306
      Payable to investment adviser (Note 3)                                                                         13,351
      Payable to administrator (Note 3)                                                                              15,555
      Payable to subadministrator(Note 3)                                                                             1,791
      Accrued expenses and other liabilities                                                                         61,904
                                                                                                        --------------------

                                 Total Liabilities                                                                  223,907
                                                                                                        --------------------

                                 Net Assets                                                                    $ 26,730,035
                                                                                                        ====================
</TABLE>




  The accompanying notes are an integral part of the financial statements.
                                       22
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                           <C>

STATEMENT OF OPERATIONS
                                                                                                              FOR THE
                                                                                                           PERIOD ENDED
                                                                                                           MAY 31, 1998
                                                                                                             (NOTE 1)
                                                                                                        --------------------
INVESTMENT INCOME:
         Dividend income (net of unrecoverable foreign withholding taxes of $24,069)                              $ 282,910
         Interest income                                                                                            153,053
                                                                                                        --------------------
                                       Total Investment Income                                                      435,963
                                                                                                        --------------------

EXPENSES:
      Investment advisory (Note 3)                                                                                  155,546
      Administration (Note 3)                                                                                        15,555
      Subadministration (Note 3)                                                                                     14,658
      Interest holder recordkeeping (Note 3)                                                                          7,208
      Custody                                                                                                       105,578
      Accounting (Note 3)                                                                                            40,323
      Legal                                                                                                           3,435
      Audit                                                                                                          20,250
      Trustees                                                                                                          599
      Amortization of organization costs (Note 2)                                                                       115
      Miscellaneous                                                                                                   7,532
                                                                                                        --------------------
                                    Total Expenses                                                                  370,799
      Fees waived and expenses reimbursed (Note 6)                                                                 (145,187)
                                                                                                        --------------------
                                    Net Expenses                                                                    225,612
                                                                                                        --------------------

NET INVESTMENT INCOME (LOSS)                                                                                        210,351
                                                                                                        --------------------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN
      CURRENCY TRANSACTIONS:
      Net realized gain (loss) on investments sold                                                                 (490,158)
      Net realized gain (loss) on foreign currency transactions                                                     (28,826)
                                                                                                        --------------------
         Net realized gain (loss) on investments and foreign
         currency transactions                                                                                     (518,984)
                                                                                                        --------------------
      Net change in unrealized appreciation (depreciation) on investments                                        (2,346,374)
      Net change in unrealized appreciation (depreciation) on foreign
         currency transactions                                                                                         (188)
                                                                                                        --------------------
         Net change in unrealized appreciation (depreciation) on
         investments and foreign currency transactions                                                           (2,346,562)
                                                                                                        --------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN
      CURRENCY TRANSACTIONS                                                                                      (2,865,546)
                                                                                                        --------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                                $ (2,655,195)
                                                                                                        ====================
</TABLE>


  The accompanying notes are an integral part of the financial statements.
                                       23
<PAGE>
- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                            <C>
STATEMENT OF CHANGES IN NET ASSETS
                                                                                                              FOR THE
                                                                                                           PERIOD ENDED
                                                                                                           MAY 31, 1998
                                                                                                             (NOTE 1)
                                                                                                        --------------------
NET ASSETS, BEGINNING OF PERIOD                                                                             $             -
                                                                                                        --------------------

OPERATIONS:
      Net investment income (loss)                                                                                  210,351
      Net realized gain (loss) on investments
      and foreign currency transactions                                                                            (518,984)
      Net change in unrealized appreciation (depreciation) on investments
      and foreign currency transactions                                                                          (2,346,562)
                                                                                                        --------------------
      Net increase (decrease) in net assets resulting from operations                                            (2,655,195)
                                                                                                        --------------------

TRANSACTIONS IN INVESTORS' BENEFICIAL INTERESTS
      Contributions                                                                                              39,419,804
      Withdrawals                                                                                               (10,034,574)
                                                                                                        --------------------
      Net increase (decrease) from transactions in investors'
         beneficial interest                                                                                     29,385,230
                                                                                                        --------------------

      Net increase (decrease) in net assets                                                                      26,730,035
                                                                                                        --------------------

NET ASSETS, END OF PERIOD                                                                                      $ 26,730,035
                                                                                                        ====================
</TABLE>





  The accompanying notes are an integral part of the financial statements.
                                       24
<PAGE>


- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------

<TABLE>

FINANCIAL HIGHLIGHTS

Portfolio performance for the following periods:
<S>                                                                             <C>


                                                                              FOR THE
                                                                            PERIOD ENDED
                                                                          MAY 31, 1998 (A)
                                                                        ---------------------

Net Assets at End of Period (in thousands)                                     $26,730
Ratios to Average Net Assets:
    Expenses including reimbursement/waiver of fees                                  1.45%(b)
    Expenses excluding reimbursement/waiver of fees                                  2.38%(b)
    Net investment income (loss) including reimbursement/waiver of fees              1.35%(b)
Average Commission Rate Per Share (c)                                               $0.0039
Portfolio Turnover Rate                                                             22.97%
</TABLE>

- ----------------------------------------------
(a)  See Note 1.
(b)  Annualized.
(c)  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 EM CORE PORTFOLIO
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS
MAY 31, 1998

NOTE 1.  ORGANIZATION

Schroder  Capital Funds ("Schroder  Core") was organized as a Delaware  business
trust on September 7, 1995.  Schroder Core,  which is registered as an open-end,
management  investment  company  under the  Investment  Company Act of 1940 (the
"Act"),  currently has eight investment  portfolios.  Included in this report is
Schroder EM Core Portfolio  (the  "Portfolio" ). Schroder EM Core Portfolio is a
non-diversified  portfolio that commenced  operations on October 30, 1997. Under
its Trust  Instrument,  Schroder Core is authorized to issue an unlimited number
of interests  without par value.  Interests in the Portfolio are sold in private
placement  transactions  without  any  sales  charges  to  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,  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
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.  Prices  used  for  valuations   generally  are  provided  by
independent pricing services. Domestic short-term investments, having a maturity
of 60 days or less,  are  valued at  amortized  cost which  approximates  market
value. Foreign currency denominated  short-term  investments are valued at local
amortized  cost and then  translated  into U.S.  dollars.  Other  securities and
assets for which market  quotations are not readily available are valued at fair
value as determined  in good faith using  methods  approved by the Schroder Core
Board of Trustees. Fair valued securities represented approximately 1.07% of the
Schroder EM Core Portfolio's total investments at May 31, 1998.

SECURITY  TRANSACTIONS  AND  INVESTMENT  INCOME -  Investment  transactions  are
accounted for on trade date.  Dividend  income is recorded on ex-dividend  date.
With respect to dividends on foreign  securities,  certain  instances  may arise
where a Portfolio is not notified of a dividend until after the ex-dividend date
has passed.  In these  instances a dividend is recorded as soon as the Portfolio
is informed of the dividend.  Dividend  income is recorded net of  unrecoverable
withholding tax. Interest income, including amortization of discount or premium,
is recorded as earned.  Identified cost of investments sold is used to determine
realized  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 at the date of the transactions.

Foreign currency amounts are translated into U.S. dollars at the mean of the bid
and asked prices of such currencies against U.S. dollars as follows:  (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.


                                       26
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 1998

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  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  include  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  Portfolio.  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 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 from Schroder EM Core Portfolio an annual
fee, payable monthly, of 1.00% of the Portfolio's average daily net assets.

ADMINISTRATOR AND  SUBADMINISTRATOR - On behalf of the Portfolio,  Schroder Core
has entered into an  Administration  Agreement  with Schroder Fund Advisors Inc.
("SFA") which  entitles SFA to receive from Schroder EM Core Portfolio an annual
fee,  payable monthly,  at a rate of 0.10% of the Portfolio's  average daily net
assets. In addition, Schroder Core has entered into Subadministration Agreements
with Forum Administrative Services, LLC ("FAdS") under which FadS is entitled to
receive from  Schroder EM Core  Portfolio  an annual fee,  payable  monthly,  of
0.075% of the Portfolio's  average daily net assets subject to an annual minimum
of $25,000.

OTHER  SERVICE  PROVIDERS - Forum  Accounting  Services,  LLC ("FAcS")  performs
portfolio  accounting  services  for the  Portfolio  and is  entitled to receive
compensation  for its  services in the amount of $60,000 per year,  plus certain
other charges, based upon the number and types of portfolio  transactions.  FAcS
also provides interest holder record keeping services to the Portfolio for which
it receives, from Schroder Core, $12,000 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  securities)  for the  period  ended  May 31,  1998  were
$31,575,645 and $4,697,232, respectively.

For federal income tax purposes,  the tax basis of investment  securities owned,
the aggregate gross  unrealized  appreciation and the aggregate gross unrealized
depreciation as of May 31, 1998 were $ 26,526,803,  $1,321,048,  and $3,711,718,
respectively.


                                       27
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
MAY 31, 1998

NOTE 5.  FEDERAL TAXES

The  Portfolio is not required to pay federal  income tax on its net  investment
income and net capital gain as is treated as a  partnership  for federal  income
tax purposes. All interest,  dividends, gain and loss of the Portfolio is deemed
to have been "passed  through" to the interest  holders in  proportion  to their
holdings of 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.

NOTE 6.  WAIVER OF FEES

For the period ended May 31, 1998,  SCMI and FAds  voluntarily  waived fees of $
142,195 and $2,992, respectively.

NOTE 7.  CONCENTRATION OF RISK

The Portfolio may invest more than 25% of its total assets in issuers located in
any one country.  To the extent that it does so, the Portfolio is susceptible to
a range of factors that could adversely affect that country, including political
and economic developments and foreign exchange-rate fluctuations. As a result of
investing  substantially in one country, the value of the Portfolio's assets may
fluctuate  more  widely  than the value of shares  of a  comparable  fund with a
lesser degree of geographic  concentration.  The Portfolio  invests in countries
with limited or developing  capital  markets.  Investments  in these markets may
involve greater risks than investments in more developed markets.



                                       28
<PAGE>



- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------

REPORT OF INDEPENDENT ACCOUNTANTS

To  Trustees  of  Schroder  Capital  Funds and  Investors  of  Schroder  EM Core
Portfolio

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  EM  Core   Portfolio   (the
"Portfolio"), (a separately managed portfolio of Schroder Capital Funds), 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 Portfolio's  management;  our responsibility is to express
an opinion on these  financial  statements  based on our audit. We conducted our
audit of these  financial  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



                                       29
<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.




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