SCHRODER CAPITAL FUNDS /DELAWARE/
N-30D, 1999-01-29
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                                [Logo]SCHRODERS






                                    Schroder
                              Emerging Markets Fund
                             Institutional Portfolio







                                  ANNUAL REPORT
                                OCTOBER 31, 1998









                        Schroder Capital Funds (Delaware)

<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (FUND)
- --------------------------------------------------------------------------------

Two Portland Square, Portland, Maine 04101
General Information            (207) 822-6500
Account Information            (800) 344-8332
Fund Literature                (800) 290-9826
Fax                            (207) 879-6050

INVESTMENT OBJECTIVE
The investment  objective of the Fund is to seek long-term capital  appreciation
through direct or indirect  investment in equity and debt  securities of issuers
domiciled  or doing  business in emerging  market  countries  in regions such as
Southeast Asia, Latin America, and Eastern and Southern Europe.

INVESTMENT ADVISER
Schroder Capital Management  International Inc. (the "Investment  Adviser") is a
wholly owned  indirect  subsidiary of Schroders  plc, the London Stock  Exchange
listed holding company parent of an investment banking and investment management
group of companies  (the  "Schroder  Group") that dates its origins to 1804. The
investment  management  operations  of the  Schroder  Group  are  located  in 20
countries worldwide including 15 offices in emerging markets. The Schroder Group
has been managing  international  investment portfolios since the early years of
this century.  As of June 30, 1998,  the Schroder Group had over $195 billion in
assets under  management.  As of September  30, 1998,  the  Investment  Adviser,
together with its U.K.  affiliate,  Schroder  Capital  Management  International
Ltd., had approximately $24 billion under management of which approximately $5.2
billion was invested in dedicated emerging markets mandates.




                                                       December 22, 1998

Dear Shareholder:

We are pleased to present the annual  report for the Schroder  Emerging  Markets
Fund  Institutional  Portfolio for the fiscal year ended October 31, 1998.  This
past fiscal year saw markedly  divergent  performance among the world's markets,
as well as  considerable  volatility of performance  within  certain  individual
markets. A common theme was investors' rising level of risk aversion in response
to economic and financial shocks, including Russian debt default, hedge fund and
banking  losses and  increased  devaluation  risk in some emerging  markets.  In
general,  in the first  half of the  fiscal  year,  economic  problems  appeared
largely  contained  within  Asia  and  parts  of the  broader  emerging  markets
universe.  In the last fiscal  quarter,  European and  American  markets - which
previously had behaved as if insulated from the  difficulties - experienced some
volatility.

Looking  forward,  we expect  global  growth to be slower in 1999 than it was in
1998, as the contagion  from  emerging  markets  continues to weigh on demand in
developed markets. We believe that this will trim, but not eradicate,  growth in
continental  Europe.  Growth is likely to be more adversely affected in the U.S.
and the U.K.,  which are at more mature stages of their economic  cycles,  while
Latin  America  could be one of the regions  where growth is likely to slow most
sharply next year.  Within Asia, which  experienced a very sharp  contraction in
1998,  we believe  that  activity  may be  stabilizing,  but further  structural
reforms,  especially  within  the  banking  sector,  are  needed  to  sustain  a
significant recovery. Deflation is likely to appear a bigger risk than inflation
in several major  economies,  notably Japan.  While it appears unlikely that the
world as a whole is facing a deflationary  spiral,  the absence of  inflationary
pressure is likely to support  bond  markets  and lead to interest  rate cuts in
many markets.  Correspondingly,  however,  we believe that difficulties in these
markets, including the U.S., will hurt corporate profits growth.

<PAGE>

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SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (FUND)
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On a more positive note,  monetary  authorities like the Federal Reserve and its
global  counterparts  appear to be stepping in to forestall  future  problems by
being  quick  to  lower  interest  rates  and  issuing  public  statements  that
acknowledge the need to address international pressure points before they become
major  problems.  A growing  number of companies,  including  many in Asia,  are
increasing  their  emphasis  on  shareholder  value.  This  should  help to ease
investors'  anxieties  and to trim the risk  premiums  that  have  risen in many
markets,  although  we  believe  that it is  unlikely  to return  them to levels
reached earlier in the fiscal year. We expect further uncertainty and volatility
in the year ahead. Nevertheless, we believe that compelling values exist in many
emerging and Asian equity  markets after this year's  correction,  and many high
quality stocks have been sold indiscriminately.  Similarly,  although valuations
in European and U.S. markets are not as universally undervalued,  there are very
attractive  opportunities in areas with strong  fundamental  prospects that have
received  less  attention  in  this  year's  flight  to  liquidity.   Schroders'
investment  approach stresses the rewards of identifying high quality franchises
with  sustainable  growth  prospects  at  attractive  valuations.   The  present
environment  presents great scope for our extensive  global research  network to
identify such opportunities for the long-term benefit of our investors.

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


                                                              Sincerely,

                                                              /s/ Mark J. Smith


                                                              Mark J. Smith
                                                              Chairman









                                       2
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SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (FUND)
- --------------------------------------------------------------------------------

MANAGEMENT DISCUSSION & ANALYSIS (AS OF OCTOBER 31, 1998) (UNAUDITED)

PERFORMANCE

The Schroder  Emerging  Markets Fund  Institutional  Portfolio  Investor  Shares
returned  -29.64%  and  Advisor  Shares  returned  -29.81%  (not  including  the
deduction of the purchase and  redemption  fee of 0.50%)  during its fiscal year
ended October 31, 1998.  Including the purchase and redemption  fees, the Fund's
returns for the year ended October 31, 1998 would have been -30.34% for Investor
Shares and -30.51% for Advisor  Shares.  Its  benchmark,  the  unmanaged  Morgan
Stanley Capital  International  Emerging Markets Free ex-Malaysia Index returned
- -28.39%.

The performance of the Fund benefited from strong country  selection,  including
an overweighting in Korea and European  countries and an underweighting in those
countries most severely  affected by the Asian crisis,  notably Russia and Latin
America. The unusually high levels of cash over the fiscal period also benefited
the Fund. Stock selection generally  detracted from the Fund's performance.  The
Fund   concentrates  on  high  quality  companies  with  good  long-term  growth
prospects.  These  companies  were not favored by investors over the past fiscal
year due to high  levels of  market  volatility  and an  increased  emphasis  on
liquidity.


MARKET BACKGROUND

The rolling crisis in emerging markets,  which began with the devaluation of the
Thai baht in  mid-1997,  has since  spread  to the rest of Asia,  Russia,  Latin
America and most recently Brazil. What began as a local concern gradually became
global, with investors becoming increasingly risk averse. Capital was withdrawn,
international  lending and borrowing  declined and many  economies in the region
are either weak or shrinking.

In the past  fiscal  year,  Greece  and  Portugal  were  least  affected  by the
turbulence  as their  economies  were  supported  by falling  inflation  and low
interest   rates.   Both  countries   also  benefited  from  their   forthcoming
participation  in EMU.  Russia suffered  dramatically,  its stock market falling
almost 90% over the period.  The crisis in Russia  impacted  other  countries in
Eastern Europe,  resulting in a decline in investor  sentiment.  Latin America's
current  account  balances came under pressure as a result of falling  commodity
prices and this was exacerbated by a downturn in capital flows.


INVESTMENT POLICY

Our bottom-up stock  selection  process leads us to actively seek companies with
solid fundamentals and strong earnings  potential.  During the fiscal period, we
adopted a defensive stance, due to our concerns about fundamental  deterioration
across the emerging market region. We kept unusually high cash balances, as many
emerging  markets  were driven by  liquidity  concerns  over the period,  and we
hedged part of the  Portfolio's  Hong Kong dollar and Brazilian  real  exposure.
However,  given our bottom-up method of selecting companies,  we believe that as
stability returns to these markets, these long-term fundamentals will once again
drive share prices.

As we ended the fiscal year, our largest  holding in Asia was Korea.  The Korean
government  moved towards  implementing  critical  reforms,  including  removing
barriers to foreign  investors,  providing capital funding for smaller companies
and introducing various measures to restructure its banks.


OUTLOOK

Our outlook for emerging markets remains  cautious,  as we believe that economic
growth in the asset class will remain weak next year due to high interest  rates
and weak export markets. 

                                       3
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SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (FUND)
- --------------------------------------------------------------------------------


We continue to favor Asia and have  recently  increased  our  weighting  in this
region moving to a neutral  position.  Going forward,  our key position in Latin
America is our  underweighting  in  Brazil,  as it is still  burdened  by a huge
budget  deficit.  We remain  overweight in China:  its  government is increasing
spending in the  infrastructure  sector which is where our stocks are positioned
and,  although  the Chinese  economy has slowed,  it is not in decline.  We also
remain overweight in Portugal and eastern Europe where economic growth currently
remains  strong.  We continue to favor  Hungary and Poland:  valuations in these
countries are extremely  attractive and we anticipate  that both markets will be
driven by the favorable economic conditions in western Europe,  especially given
that their trade with Russia is relatively small.

THE VIEWS EXPRESSED IN THIS REPORT WERE THOSE OF THE FUND'S PORTFOLIO MANAGER AS
OF OCTOBER 31, 1998,  AND MAY NOT REFLECT THE VIEWS OF THE PORTFOLIO  MANAGER ON
THE DATE THIS REPORT IS FIRST PUBLISHED OR ANY TIME THEREAFTER.  THESE VIEWS ARE
INTENDED TO ASSIST SHAREHOLDERS OF THE FUND IN UNDERSTANDING THEIR INVESTMENT IN
THE FUND AND DO NOT CONSTITUTE INVESTMENT ADVICE; INVESTORS SHOULD CONSULT THEIR
OWN INVESTMENT PROFESSIONALS AS TO THEIR INDIVIDUAL INVESTMENT PROGRAMS










                                       4
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SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (FUND)
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INVESTMENT ADVISER'S REPORT-COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT

The following  information compares a change in value of a $10,000 investment in
the  Investor  Shares of the Fund with the  performance  of the  Morgan  Stanley
Capital International  ("MSCI") Emerging Markets Free ("EMF") Index and the MSCI
EMF ex-Malaysia Index since inception date of March 31, 1985. The MSCI EMF Index
is an unmanaged market  capitalization index of companies  representative of the
market  structure of 26 emerging  countries in Europe,  Latin  America,  and the
Pacific  Basin.  The  Index  reflects  actual  buyable   opportunities  for  the
non-domestic investor by taking into acccount local market restrictions on share
ownership by foreigners.  The MSCI EMF ex-Malaysia  Index is a benchmark used by
the Fund's  Investment  Adivser  which  includes  all  countries in the MSCI EMF
Index,  excluding  investments in Malaysia,  which may be considered a developed
market. The Index 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  and reflects the deduction of the
purchase and redemption fee of 0.50% respectively, imposed by the Fund. The line
graph shown below presents  performance for Investor Shares only. Advisor Shares
have higher  expenses  and,  therefore,  have lower  performance  than  Investor
Shares. PAST PERFORMANCE CANNOT PREDICT NOR GUARANTEE FUTURE RESULTS.

SCHRODER  EMERGING  MARKETS FUND  INSTITUTIONAL  PORTFOLIO VS MSCI EMF INDEX AND
                           MSCI EMF EX-MALAYSIA INDEX

INVESTMENT VALUE ON 10/31/98
- ----------------------------
Schroder Emerging Markets Fund Institutional Portfolio-Investor Shares  $7,777
Schroder Emerging Markets Fund Institutional Portfolio-Advisor Shares   $7,792
MSCI EMF Index                                                          $7,095
MSCI EMF ex-Malaysia Index                                              $7,987

AVERAGE ANNUAL TOTAL RETURN ON 10/31/98
- ----------------------------------------
                                                                        SINCE
                                                            1 YEAR    INCEPTION
                                                            ------    ---------
Schroder Emerging Markets Fund Institutional Portfolio-
Investor Shares                                             -30.34%    -6.85%(a)
Schroder Emerging Markets Fund Institutional Portfolio-
Advisor Shares                                              -30.51%    -6.84%(b)


                     [EDGAR REPRESENTATION OF GRAPH CHART]

DATE           FUND          INDEX
     03/31/95     10,000.00    10,000.00     10,000.00
     04/30/95     10,268.40    10,449.00     10,570.03
     05/31/95     10,875.35    11,004.89     11,007.66
     06/30/95     10,905.20    11,037.90     11,087.82
     07/31/95     11,213.65    11,285.15     11,338.58
     08/31/95     10,885.30    11,018.82     11,150.36
     09/30/95     10,945.00    10,967.03     11,128.87
     10/31/95     10,576.85    10,547.00     10,740.09
     11/30/95     10,367.90    10,359.26     10,507.26
     12/31/95     10,694.26    10,819.21     10,944.37
     01/31/96     11,830.46    11,588.26     11,797.75
     02/29/96     11,541.43    11,404.01     11,488.85
     03/31/96     11,551.40    11,492.83     11,445.14
     04/30/96     12,009.86    11,952.35     11,871.83
     05/31/96     12,199.23    11,898.98     11,908.69
     06/30/96     12,069.66    11,973.28     11,988.76
     07/31/96     11,312.19    11,155.03     11,150.25
     08/31/96     11,521.50    11,440.56     11,366.57
     09/30/96     11,571.33    11,539.67     11,447.74
     10/31/96     11,023.16    11,231.91     11,042.20
     11/30/96     11,192.59    11,420.11     11,175.43
     12/31/96     11,541.82    11,471.76     11,214.13
     01/31/97     12,250.09    12,254.25     12,096.08
     02/28/97     12,728.92    12,779.04     12,611.87
     03/31/97     12,499.48    12,443.34     12,351.00
     04/30/97     12,738.90    12,465.32     12,629.41
     05/31/97     13,237.68    12,822.08     13,006.53
     06/30/97     14,015.78    13,508.28     13,868.33
     07/31/97     14,325.02    13,709.93     14,300.76
     08/31/97     12,798.75    11,966.03     12,799.49
     09/30/97     13,257.63    12,297.58     13,281.99
     10/31/97     11,053.01    10,279.55     11,154.26
     11/30/97     10,753.74     9,904.45     10,908.67
     12/31/97     10,939.97    10,143.13     11,192.08
     01/31/98     10,239.33     9,347.60     10,338.25
     02/28/98     10,970.00    10,323.30     11,167.72
     03/31/98     11,410.40    10,771.29     11,717.65
     04/30/98     11,460.44    10,653.99     11,724.07
     05/31/98      9,899.02     9,194.40     10,146.49
     06/30/98      8,978.18     8,229.90      9,157.78
     07/31/98      9,368.54     8,490.84      9,514.31
     08/31/98      6,736.14     6,036.14      6,757.92
     09/30/98      7,006.38     6,419.04      7,225.88
     10/31/98      7,777.09     7,094.97      7,987.15


     The Schroder  Emerging  Markets  Fund  Institutional  Portfolio's  Investor
Shares  average annual total return as of the calendar  quarter ended  September
30, 1998, for the 1 year and since  inception  periods,  was -47.15% and -9.52%,
respectively.  As of that same date,  the Fund's  Advisor  Shares average annual
total return for the 1 year and since inception periods was -47.24% and -22.42%,
respectively.

(a)  Inception date of Investor shares is March 31, 1995.

(b)  Performance of Advisor Shares includes  information for the Fund's Investor
     Shares for periods prior to the inception date for Advisor Shares (November
     21, 1996).  Such  performance  has been  recalculated to reflect the actual
     fees and expenses attributable to Advisor Shares.

- --------------------------------------------------------------------------------
                                       5
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SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (FUND)
- --------------------------------------------------------------------------------

          PORTFOLIO CHARACTERISTICS AS OF OCTOBER 31, 1998 (UNAUDITED)

<TABLE>
<S>                                     <C>                   <C>                               <C>
               COUNTRY WEIGHTINGS                                         INVESTMENT BY INDUSTRY
COUNTRY                               % OF NET ASSETS        INDUSTRY                           % OF NET ASSETS
- ---------------------------------------------------------    ---------------------------------------------------
Mexico                                           11.02%      Services                                    24.62%
Brazil                                            9.57%      Finance                                     17.00%
South Africa                                      9.54%      Energy                                      12.95%
Korea, Republic of                                9.13%      Capital Equipment                           12.36%
India                                             6.94%      Multi-Industry                               8.05%
Taiwan                                            6.82%      Materials                                    7.00%
Israel                                            4.85%      Consumer Non-Durables                        6.66%
Portugal                                          3.93%      Consumer Durables                            4.23%
Argentina                                         3.11%      Cash & Other Net Assets*                     7.13%
Greece                                            3.06%                                               ----------
China/Hong Kong                                   3.03%                                                 100.00%
Chile                                             3.01%                                               ==========
Hungary                                           2.86%
Turkey                                            2.40%
Poland                                            2.08%
Philippines                                       1.91%
Thailand                                          1.66%                           TOP TEN HOLDINGS
Egypt                                             1.22%      SECURITY                                     % OF NET ASSETS
Peru                                              1.21%      --------------------------------------------------------------
Czech Republic                                    1.17%      Telefonos de Mexico SA ADR (Mex)                         3.73%
Russia                                            0.93%      Samsung Electronics (Kor)                                2.82%
Mauritius                                         0.66%      Telecomunicacoes de Sao Paulo
Botswana                                          0.59%          SA - Telesp (Bz)                                     2.48%
Indonesia                                         0.59%      Taiwan Semiconductor
Croatia                                           0.48%          Manufacturing Co. (Twn)                              1.73%
Venezuela                                         0.42%      Fomento Economico Mexicano SA
Zimbabwe                                          0.38%          de CV (Mex)                                          1.44%
Malaysia                                          0.20%      YPF Sociedad Anonima ADR (Arg)                           1.24%
Pakistan                                          0.10%      LG Electronics (Kor)                                     1.19%
Cash & Other Net Assets*                          7.13%      Centrais Electricas Brasileiras SA
                                               ---------        Eletrobros (Bz)                                       1.15%
                                                100.00%      Korea Electric Power Corp. (Kor)                         1.15%
                                               =========     Cifra SA (Mex)                                           1.14%
                                                                                                                   ---------
                                                             Total                                                   18.07%
                                                                                                                   =========
</TABLE>

*     Includes U.S. Treasury bills and foreign currency.



                                       6
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SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (FUND)
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1998

<TABLE>
<S>                                                                                                      <C>
ASSETS:
      Investments (Notes 1 and 2):
         Investment in Schroder Emerging Markets Fund Institutional
           Portfolio (the "Portfolio")                                                                       $ 132,008,241
      Receivable from administrator (Note 3)                                                                         5,155
      Organization costs, net of amortization (Note 2)                                                               8,533
                                                                                                        -------------------

                               Total Assets                                                                    132,021,929
                                                                                                        -------------------

LIABILITIES:
      Payable to administrator (Note 3)                                                                             15,691
      Payable to subadministrator (Note 3)                                                                           5,227
      Accrued expenses and other liabilities                                                                        65,944
                                                                                                        -------------------

                               Total Liabilities                                                                    86,862
                                                                                                        -------------------

                               Net Assets                                                                    $ 131,935,067
                                                                                                        ===================

COMPONENTS OF NET ASSETS:
      Paid-in capital                                                                                        $ 209,607,201
      Undistributed net investment income (loss)                                                                   898,098
      Accumulated net realized gain (loss) on investments and
         foreign currency transactions                                                                         (50,450,291)
      Net unrealized appreciation (depreciation) on investments and
         foreign currency transactions                                                                         (28,119,941)
                                                                                                        -------------------

                               Net Assets                                                                    $ 131,935,067
                                                                                                        ===================

NET ASSETS BY CLASS
      Investor Class                                                                                         $ 111,462,901
      Advisor Class                                                                                             20,472,166
                                                                                                        -------------------

                               Net Assets                                                                    $ 131,935,067
                                                                                                        ===================

SHARES OF BENEFICIAL INTEREST
      Investor Class                                                                                            14,347,436
      Advisor Class                                                                                              2,627,257

NET ASSET VALUE, OFFERING, AND REDEMPTION PRICE PER SHARE (NOTE 5)
      Investor Class                                                                                                $ 7.77
      Advisor Class                                                                                                 $ 7.79


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

                                       7
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SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (FUND)
- --------------------------------------------------------------------------------

STATEMENT OF OPERATIONS
                                                                                                              FOR THE
                                                                                                            YEAR ENDED
                                                                                                         OCTOBER 31, 1998
                                                                                                        --------------------
NET INVESTMENT INCOME ALLOCATED FROM THE PORTFOLIO:
      Dividend income (net of foreign withholding taxes of $346,943)                                            $ 3,648,832
      Interest income                                                                                               696,549
      Net expenses                                                                                               (2,081,219)
                                                                                                        --------------------
                               Net Investment Income Allocated from the Portfolio                                 2,264,162
                                                                                                        --------------------

EXPENSES:
      Administration  (Note 3)                                                                                       88,082
      Subadministration (Note 3)                                                                                     88,082
      Transfer agency - Investor Shares (Note 3)                                                                     19,137
      Transfer agency - Advisor Shares (Note 3)                                                                      22,812
      Shareholder services  - Advisor Shares (Note 3)                                                                59,867
      Accounting (Note 3)                                                                                            12,000
      Legal                                                                                                          22,124
      Audit                                                                                                          19,428
      Registration                                                                                                   22,229
      Printing                                                                                                        2,294
      Trustees                                                                                                        9,814
      Amortization of organization costs (Note 2)                                                                     6,000
      Miscellaneous                                                                                                  17,670
                                                                                                        --------------------
                               Total Expenses                                                                       389,539
      Fees waived and expenses reimbursed  (Note 4)                                                                 (16,606)
                                                                                                        --------------------
                               Net Expenses                                                                         372,933
                                                                                                        --------------------

NET INVESTMENT INCOME                                                                                             1,891,229
                                                                                                        --------------------

NET REALIZED AND UNREALIZED  GAIN (LOSS) ON INVESTMENTS  AND FOREIGN  CURRENCY
      TRANSACTIONS ALLOCATED FROM THE PORTFOLIO:
      Net realized gain (loss) on investments                                                                   (33,049,200)
      Net realized gain (loss) on foreign currency transactions                                                    (808,409)
                                                                                                        --------------------
                               Net realized gain (loss) on investments and foreign
                                   currency transactions                                                        (33,857,609)
                                                                                                        --------------------
      Net change in unrealized appreciation (depreciation) on investments                                       (30,030,106)
      Net change in unrealized appreciation (depreciation) on  foreign
        currency transactions                                                                                        (7,037)
                                                                                                        --------------------
                               Net change in unrealized appreciation (depreciation) on
                                   investments and foreign currency transactions                                (30,037,143)
                                                                                                        --------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN
      CURRENCY TRANSACTIONS ALLOCATED FROM THE PORTFOLIO                                                        (63,894,752)
                                                                                                        --------------------

NET INCREASE (DECREASE)  IN NET ASSETS RESULTING FROM OPERATIONS                                              $ (62,003,523)
                                                                                                        ====================

</TABLE>

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

                                       8
<PAGE>

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SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (FUND)
- --------------------------------------------------------------------------------

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<S>                                                                              <C>                     <C>

                                                                                      For the Year Ended October 31,
                                                                                 -------------------------------------------
                                                                                        1998                   1997
                                                                                 --------------------   --------------------


NET ASSETS, BEGINNING OF PERIOD                                                        $ 204,715,762          $ 167,570,050
                                                                                 --------------------   --------------------

OPERATIONS:
    Net investment income                                                                  1,891,229              1,084,832
    Net realized gain (loss) on investments and foreign currency transactions            (33,857,609)            (4,692,069)
    Net change in unrealized appreciation (depreciation) on investments
       and foreign currency transactions                                                 (30,037,143)               242,848
                                                                                 --------------------   --------------------
    Net increase (decrease) in net assets resulting from operations                      (62,003,523)            (3,364,389)
                                                                                 --------------------   --------------------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
    Net investment income - Investor Shares                                                 (596,860)              (150,511)
    Net investment income - Advisor Shares                                                   (26,384)               (10,884)
                                                                                 --------------------   --------------------
    Total distributions to shareholders                                                     (623,244)              (161,395)
                                                                                 --------------------   --------------------

CAPITAL SHARE TRANSACTIONS:  (NOTE 5)
    Sale of shares - Investor Class *                                                     32,111,369             38,703,940
    Sale of shares - Advisor Class *                                                       6,379,884             28,015,324
    Reinvestment of distributions - Investor Class                                           355,423                 87,690
    Reinvestment of distributions - Advisor Class                                             26,384                 10,884
    Redemption of shares - Investor Class *                                              (46,569,811)           (26,043,240)
    Redemption of shares - Advisor Class *                                                (2,457,177)              (103,102)
                                                                                 --------------------   --------------------
    Net increase (decrease) from capital share transactions                              (10,153,928)            40,671,496
                                                                                 --------------------   --------------------

    Net increase (decrease) in net assets                                                (72,780,695)            37,145,712
                                                                                 --------------------   --------------------

NET ASSETS, END OF PERIOD (INCLUDING LINE A)                                           $ 131,935,067          $ 204,715,762
                                                                                 ====================   ====================

(A)    Undistributed net investment income                                                 $ 898,098              $ 431,813
                                                                                 ====================   ====================

SHARE TRANSACTIONS
    Sale of shares - Investor Class                                                        2,945,917              3,082,070
    Sale of shares - Advisor Class                                                           663,007              2,284,352
    Reinvestment of distributions in shares - Investor Class                                  32,460                  7,929
    Reinvestment of distributions in shares - Advisor Class                                    2,414                    979
    Redemption of shares - Investor Class                                                 (4,830,885)            (2,043,429)
    Redemption of shares - Advisor Class                                                    (314,314)                (9,181)
                                                                                 --------------------   --------------------
    Net increase (decrease) in shares                                                     (1,501,401)             3,322,720
                                                                                 ====================   ====================
</TABLE>

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

*      Includes purchase and redemption fees (Note 5).


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

                                       9
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (FUND)
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS - INVESTOR SHARES

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

                                                                               For the                                           
                                                                              Year Ended                             For the
                                                                              October 31,                          Period Ended
                                                              --------------------------------------------------    October 31,
                                                                   1998             1997             1996            1995 (a)
                                                              ---------------  --------------    ---------------   -------------
Net Asset Value, Beginning  of Period                              $11.08           $11.06           $10.63             $10.00    
Investment Operations                                          --------------  --------------    ---------------   -------------  
     Net Investment Income                                           0.12 (b)         0.06 (b)         0.02 (b)           0.02    
     Net Realized and Unrealized Gain (Loss) on Investments         (3.39)           (0.03)            0.43               0.61    
                                                               --------------  --------------    ---------------   -------------  
Total from Investment Operations                                    (3.27)            0.03             0.45               0.63    
                                                               --------------  --------------    ---------------   -------------  
Distributions from Net Investment Income                            (0.04)           (0.01)           (0.02)                 -    
                                                               --------------  --------------    ---------------   -------------  
                                                                                                                                  
Net Asset Value, End of Period                                      $7.77           $11.08           $11.06             $10.63    
                                                               ==============  ==============    ===============   =============  
                                                                                                                                  
Total Return (c)(d)                                                (29.64)%          0.27%            4.22%              6.30%    
                                                                                                                                  
Ratio/Supplementary Data:                                                                                                         
Net Assets at End of Period (in thousands)                       $111,463         $179,436         $167,570            $18,423    
Ratios to Average Net Assets:                                                                                                     
    Expenses including reimbursement/waiver of fees                 1.36% (b)        1.41% (b)        1.60% (b)          1.58% (e)
    Expenses excluding reimbursement/waiver of fees                 1.64% (b)        1.62% (b)        1.71% (b)          2.45% (e)
    Net investment income including                                                                                               
     reimbursement/waiver of fees                                   1.11% (b)        0.51% (b)        0.36% (b)          0.46% (e)
Portfolio Turnover Rate (f)                                           67%              43%             103%                44%    
                                                                                                                  
</TABLE>
 
- ---------------------------
(a)  The Fund commenced  operations on March 31, 1995, and converted to Core and
     Gateway(R) on November 1, 1995 (See Note 1).
(b)  Includes  the  Fund's  proportionate  share of income and  expenses  of the
     Portfolio.
(c)  Total return calculation does not include the purchase or redemption fee of
     0.50%, respectively.
(d)  Total returns  would have been lower had certain  expenses not been reduced
     during the periods shown (See Note 4).
(e)  Annualized.
(f)  The rate after October 31, 1995,  represents the turnover of the underlying
     Portfolio.

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

                                       10
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (FUND)
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS - ADVISOR SHARES

Selected per share data and ratios for an Advisor Share  outstanding  throughout
each period:
<TABLE>
<S>                                                                             <C>                 <C>
                                                                                  For the             For the
                                                                                Year Ended          Period Ended
                                                                                October 31,         October 31,
                                                                                   1998               1997 (a)
                                                                               --------------     -----------------

Net Asset Value, Beginning  of Period                                                 $11.11                $11.28
                                                                               --------------     -----------------
Investment Operations
     Net Investment Income (b)                                                          0.08                  0.03
     Net Realized and Unrealized Gain (Loss) on Investments                            (3.39)                (0.19)
                                                                               --------------     -----------------
Total from Investment Operations                                                       (3.31)                (0.16)
                                                                               --------------     -----------------
Distributions from Net Investment Income                                               (0.01)                (0.01)
                                                                               --------------     -----------------

Net Asset Value, End of Period                                                         $7.79                $11.11
                                                                               ==============     =================

Total Return (c)(d)                                                                   (29.81)%               (1.42)%

Ratio/Supplementary Data:
Net Assets at End of Period (in thousands)                                           $20,472               $25,280
Ratios to Average Net Assets:
    Expenses including reimbursement/waiver of fees (b)                                1.61%                 1.66% (e)
    Expenses excluding reimbursement/waiver of fees (b)                                1.97%                 2.03% (e)
    Net investment income including reimbursement/waiver of fees (b)                   0.82%                 0.27% (e)
Portfolio Turnover Rate (f)                                                              67%                   43%
</TABLE>

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

(a)  Advisor Class shares were first issued on November 21, 1996.
(b)  Includes  the  Fund's  proportionate  share of income and  expenses  of the
     Portfolio.
(c)  Total return  calculations do not include the purchase or redemption fee of
     0.50%, respectively.
(d)  Total returns  would have been lower had certain  expenses not been reduced
     during the periods shown. (See Note 4)
(e)  Annualized.
(f)  Rate represents the turnover of the underlying Portfolio.


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

                                       11
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (FUND)
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS

NOTE 1.  ORGANIZATION

       Schroder  Capital  Funds  (Delaware)  (the  "Trust")  was  organized as a
Maryland  corporation  on July 30,  1969;  reorganized  as a series  company  on
February 29, 1988, as Schroder  Capital Funds,  Inc.; and reorganized on January
9, 1996,  as a Delaware  business  trust.  The Trust,  which is registered as an
open-end, management investment company under the Investment Company Act of 1940
(the "Act"), currently has ten investment portfolios. Included in this report is
the Schroder  Emerging  Markets Fund  Institutional  Portfolio  (the "Fund"),  a
non-diversified portfolio that commenced operations on March 31, 1995. Under its
Trust  Instrument,  the Trust is authorized to issue an unlimited  number of the
Fund's  Investor  Shares and Advisor Shares of beneficial  interest  without par
value.  As of October 31, 1998, both Investor Shares and Advisor Shares had been
issued.

MASTER-FEEDER ARRANGEMENT
       The Fund currently seeks to achieve its investment objective by investing
all of its investable  assets in Schroder  Emerging  Markets Fund  Institutional
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  ("Trustees")
determines  that it is in the best interest of the Fund and its  shareholders to
do so. The Fund  accounts for its  investment  in the Portfolio as a partnership
investment and records 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 17 to 38 in this report and should be read in conjunction with
the  Fund's  financial  statements.  As of  October  31,  1998,  the  Fund  owns
approximately  72% of the  interests  in the  Portfolio  and may be deemed under
certain circumstances, for purposes of the Act, to control the Portfolio.

NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES

         These  financial  statements are prepared in accordance  with generally
accepted accounting  principles,  which require management to make estimates and
assumptions  that  affect  the  reported  amounts  of  assets  and  liabilities,
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported  amounts of increase and decrease in net assets from
operations  during the fiscal  period.  Actual  amounts  could differ from those
estimates.

         The following represent significant accounting policies of the Fund:

SECURITY VALUATION
       The Trust  determines the net asset value per share of the Fund as of the
close of trading  on the New York  Stock  Exchange  on each Fund  business  day.
Valuation of securities  held in the Portfolio are discussed in the Notes to the
Financial Statements of the Portfolio.

INVESTMENT INCOME AND EXPENSES
     The Trust  records  daily  its pro rata  share of the  Portfolios'  income,
expenses and realized and unrealized gain and loss. In addition, the Fund incurs
its own expenses.

DISTRIBUTIONS TO SHAREHOLDERS
       Dividends  and capital gain  distributions,  if any, are  distributed  to
shareholders  at  least  annually  and are  recorded  on the  ex-dividend  date.
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.


                                       12
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (FUND)
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

FEDERAL TAXES
         The Fund intends to qualify,  and  continue to qualify,  each year as a
regulated investment company and distribute all its taxable income. In addition,
by  distributing  in each calendar  year  substantially  all 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 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.

ORGANIZATION COSTS
       Costs  incurred  by the  Fund in  connection  with its  organization  are
amortized on a straight line basis over a five-year period.

NOTE 3.  INVESTMENT ADVISORY AND OTHER SERVICES WITH AFFILIATES

INVESTMENT ADVISER
       The Fund currently invests all 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  administrator is Schroder Fund Advisors Inc.  ("Schroder  Advisors")
and the subadministrator is Forum Administrative Services, LLC ("FAdS"). For its
services,  Schroder  Advisors is entitled to receive  compensation  at an annual
rate, payable monthly, of 0.05% of the average daily net assets of the Fund. For
its  services,  FAdS is  entitled  to receive  compensation  at an annual  rate,
payable monthly, of 0.05% of the average daily net assets of the Fund.

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

SHAREHOLDER SERVICE PLAN AND SERVICE ORGANIZATIONS
       The Trust has adopted a Shareholder Service Plan (the "Plan") for Advisor
Shares  under  which  Schroder   Advisors,   or  other   shareholder   servicing
organizations,  provide  administrative  support services to shareholders of the
Fund's Advisor Shares. For providing for or arranging for the provision of these
shareholder  services,  Schroder  Advisors receives  compensation  monthly at an
annual  rate  of up to  0.25%  of the  average  daily  net  assets  of the  Fund
attributable  to its  Advisor  Shares.  Schroder  Advisors  may pay  shareholder
servicing organizations for these services at an annual rate of up to 0.25%.

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

                                       13
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (FUND)
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

NOTE 4.  WAIVER OF FEES AND REIMBURSEMENT OF EXPENSES

     Schroder  Advisors  voluntarily  waived a  portion  of its fee and  assumed
certain expenses of the Fund so that its expenses  chargeable to Investor Shares
and Advisor Shares, including indirect expenses borne by the Fund as a result of
investing in the Portfolio,  would not exceed an annual rate of 1.45% and 1.70%,
respectively,  of the average daily net assets  attributable  to Investor Shares
and Advisor Shares, respectively. SCMI, FAdS, FSS and FAcS may waive voluntarily
all or a portion of their fees,  from time to time.  For the year ended  October
31,  1998,  Schroder  Advisors  and FSS  waived  fees  of  $1,091  and  $10,000,
respectively.  Schroder  Advisors  also  reimbursed  expenses  in the  amount of
$5,515.

NOTE 5. PURCHASE AND REDEMPTION FEES

       Purchases and  redemptions  of Fund shares are subjected to a transaction
fee  of  0.50%  of the  amount  invested  and  the  net  asset  value  redeemed,
respectively.  These  charges are  designed to cover the  transaction  costs the
Portfolio  incurs  (either  directly  or  indirectly)  as a result of the Fund's
investment in or redemption of Fund shares.  These charges,  which are not sales
charges,  are  assessed  by the  Fund and paid to the  Portfolio,  not  Schroder
Advisors or any other entity.  The purchase and redemption  fees are included in
the Statements of Changes in Net Assets shares sold and shares redeemed amounts,
respectively,  and are included as part of Paid-in  Capital in the  Statement of
Assets and  Liabilities.  The purchase and  redemption fee for each class are as
follows:
<TABLE>
          <S>                           <C>          <C>                <C>               |<C>
                                           Investor Shares                    Advisor Shares
                                        ----------------------          ---------------------------
          For the Periods Ended         Purchase    Redemption          Purchase         Redemption
          ---------------------         --------    ----------          --------         ----------
             October 31, 1998           $162,923    $  232,843          $ 30,610         $   10,778
             October 31, 1997            192,175       130,890           140,252                566
</TABLE>


NOTE 6.  FEDERAL INCOME TAXES

       As of October 31, 1998, the Fund has capital loss carryovers available to
offset future capital gains as follows:

Carryovers expire on October 31, 2003............................ $      159,533
Carryovers expire on October 31, 2004............................      6,451,242
Carryovers expire on October 31, 2005............................      6,622,458
Carryovers expire on October 31, 2006............................     35,755,622

NOTE 7.  BENEFICIAL INTEREST

       For the period  ended  October 31, 1998,  there were three  shareholders,
otherwise  unaffiliated  with the Fund,  each owning more than 10% of the Fund's
net assets totaling 73%.

                                       14
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (FUND)
- --------------------------------------------------------------------------------

SPECIAL 1998 TAX INFORMATION (UNAUDITED)

The Fund  intends to elect to pass  through the credit for taxes paid in foreign
countries  during its fiscal year ended  October 31, 1998.  In  accordance  with
current  tax laws,  the  foreign  income and  foreign tax per share (for a share
outstanding October 31, 1998) is as follows:
<TABLE>
         <S>                <C>               <C>                      <C>               <C>               <C>
         Country            Dividends         Foreign Tax              Country           Dividends         Foreign Tax
         --------           ---------         -----------              -------           ---------         -----------
         Argentina            $0.0085                   -              Mauritius            0.0019                   -
         Botswana              0.0029                   -              Mexico               0.0165                   -
         Brazil                0.0636              0.0103              Pakistan             0.0102                   -
         Chile                 0.0079                   -              Peru                 0.0001                   -
         China                 0.0012                   -              Philippines          0.0013              0.0005
         Czech Republic        0.0025              0.0006              Poland               0.0040              0.0009
         Greece                0.0029                   -              Portugal             0.0084              0.0023
         Hong Kong             0.0029                   -              Slovak Republic      0.0002                   -
         Hungary               0.0014                   -              South Africa         0.0222                   -
         India                 0.0127                   -              Taiwan               0.0018                   -
         Indonesia             0.0008              0.0002              Thailand             0.0001                   -
         Israel                0.0093              0.0026              Turkey                    -                   -
         South Korea           0.0032              0.0010              United States        0.0243              0.0016
         Malaysia              0.0009              0.0003              Venezuela            0.0026                   -
                                                                       Zimbabwe             0.0006              0.0001
                                                                                         ---------           ---------
                                                                       Total               $0.2149             $0.0204
                                                                                         =========           =========
</TABLE>

The pass  through of foreign tax credit will affect only those  shareholders  of
the  Fund  who  are  holders  on the  dividend  record  date in  December  1998.
Accordingly,  shareholders  will receive more  detailed  information  along with
their form 1099-DIV in January 1999. 

                                       15
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (FUND)
- --------------------------------------------------------------------------------


REPORT OF INDEPENDENT ACCOUNTANTS

To the  Trustees  of Schroder  Capital  Funds  (Delaware)  and  Shareholders  of
Schroder Emerging Markets Fund Institutional Portfolio:

In our opinion,  the  accompanying  statement of assets and  liabilities and the
related  statements of operations and of changes in net assets and the financial
highlights present fairly, in all material  respects,  the financial position of
the Schroder Emerging Markets Fund Institutional Portfolio (a separately managed
portfolio of Schroder  Capital Funds  (Delaware))  at October 31, 1998,  and the
results of its  operations,  the  changes  in its net  assets and the  financial
highlights for the periods  indicated,  in conformity  with  generally  accepted
accounting  principles.  These  financial  statements  and financial  highlights
(hereafter 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  audits.  We  conducted  our audits 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  audits  provide  a
reasonable basis for the opinion expressed above.





Boston, Massachusetts                               PricewaterhouseCoopers LLP
December 22, 1998


                                       16
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS
AS OF OCTOBER 31, 1998
<TABLE>
                       <S>         <C>                                                           <C>
                                  STOCKS AND RIGHTS - 92.8%

                       SHARES                                                                   VALUE US$
                       ------                                                                   ---------
                                  ARGENTINA  - 3.1%
                                  COMMON STOCK
                      218,100     Astra Cia Argentina De Petroleo SA
                                       Energy                                                   $ 258,526
                       14,200     Disco SA ADR(a)
                                       Services                                                   208,563
                      165,114     Perez Companc SA
                                       Multi-Industry                                             809,301
                       48,000     Quilmes Industrial SA ADR
                                       Consumer Non-Durable                                       441,000
                       93,900     Telecom Argentina Stet - France Telecom SA
                                       Telecommunications                                         604,897
                      237,400     Telefonica de Argentina SA
                                       Telecommunications                                         795,529
                        8,300     Telefonica de Argentina SA ADR
                                       Telecommunications                                         274,419
                       78,900     YPF Sociedad Anonima  ADR
                                       Energy                                                   2,283,169
                                                                                      ---------------------
                                                                                                 5,675,404
                                                                                      ---------------------

                                  BOTSWANA  - 0.6%
                                  COMMON STOCK
                      848,000     Sechaba Breweries Ltd. (c)
                                       Services                                                  1,087,977
                                                                                      ---------------------

                                  BRAZIL  - 9.6%
                                  COMMON STOCK
                        9,500     Aracruz Celulose SA ADR
                                       Materials                                                    79,563
                   99,200,000     Centrais Eletricas Brasileiras SA - Eletrobras(a)
                                       Energy                                                    2,103,915
                    4,500,000     Companhia Cimento Portland Itau(a)
                                       Basic Materials                                             603,571
                   45,279,490     Companhia Energetica de Minas Gerais - CEMIG
                                       Services                                                    880,614
                       93,000     Companhia Paranaense de Energia-Copel ADR
                                       Energy                                                      720,750
                   15,440,000     Companhia Paulista de Forca e Luz - CPFL(a)
                                       Energy                                                    1,307,268


                                       17
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS
AS OF OCTOBER 31, 1998

                     SHARES                                                                      VALUE US$
                    --------                                                                    -----------
                                  BRAZIL  (CONCLUDED)
                                  PREFERRED STOCK
                    19,000,000    Banco Nacional SA(a)(b)
                                       Finance                                                  $         -
                    38,749,000    Centrais Eletricas Brasileiras SA - Eletrobras
                                       Energy                                                       890,035
                     1,834,000    Companhia Cervejaria Brahma
                                       Services                                                     860,961
                       108,300    Companhia Vale do Rio Doce
                                       Materials                                                  1,634,169
                        47,200    Companhia Vale do Rio Doce B shares(a)(b)
                                       Materials                                                          -
                       759,000    Itausa-Investimentos Itau SA
                                       Multi-Industry                                               407,209
                     8,954,000    Petroleo Brasileiro SA - Petrobras
                                       Energy                                                     1,125,912
                    45,566,000    Tele Centro Sul Participacoes SA(a)
                                       Telecommunications                                           420,174
                    27,410,062    Telecomunicacoes de Sao Paulo SA - Telesp
                                       Telecommunications                                         4,549,578
                     3,664,858    Telecomunicacoes do Parana SA-Telepar
                                       Telecommunications                                           614,445
                    14,907,062    Telesp Celular SA(a)
                                       Telecommunications                                           724,796
                       200,130    Usinas Siderurgicas de Minas Gerais SA - USIMINAS
                                       Capital Equipment                                            629,129
                                                                                         ---------------------
                                                                                                 17,552,089
                                                                                         ---------------------

                                  CHILE - 3.0%
                                  COMMON STOCK
                        23,500    Administradora de Fondos de Pensiones Provida SA ADR
                                       Materials                                                    333,406
                        46,300    Banco Santander Chile ADR
                                       Finance                                                      428,275
                        62,200    Chilectra SA ADR
                                       Energy                                                     1,223,648
                        27,700    Compania Cervecerias Unidas SA ADR
                                       Services                                                     498,600
                        57,225    Compania de Telecomunicaciones de Chile SA ADR
                                       Telecommunications                                         1,255,373
                        24,400    Distribucion y Servicio D&S SA ADR
                                       Retail                                                       317,200


                                       18
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS
AS OF OCTOBER 31, 1998

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


                                   CHILE (CONCLUDED)
                                   COMMON STOCK
                         3,000     Embotelladora Andina SA
                                       Consumer Non-Durables                                  $      35,250
                        33,341     Gener SA ADR
                                       Energy                                                       537,624
                        48,500     Quinenco SA ADR
                                       Multi-Industry                                               351,625
                        17,200     Sociedad Quimica y Minera de Chile SA ADR
                                       Materials                                                    571,900
                                                                                          ---------------------
                                                                                                  5,552,901
                                                                                          ---------------------


                                  CHINA, PEOPLES REPUBLIC OF - 0.9%
                                  COMMON STOCK
                     1,742,000    Beijing Datang Power Generation Co. Ltd. H
                                       Energy                                                       539,751
                        48,400    Huaneng Power International, Inc. ADR(a)
                                       Energy                                                       665,500
                     1,163,000    Qingling Motors Co.
                                       Services                                                     214,709
                     1,328,000    Zhehuang Expressway Co., Ltd.
                                       Services                                                     260,601
                                                                                          ---------------------
                                                                                                   1,680,561
                                                                                          ---------------------

                                  CROATIA - 0.5%
                                  COMMON STOCK
                        60,060    Pliva DD GDR
                                       Consumer Goods                                                 884,384
                                                                                           ---------------------

                                  CZECH REPUBLIC - 1.2%
                                  COMMON STOCK
                       103,866    SPT Telecom AS(a)
                                       Energy                                                       1,572,501
                         2,430    Tabak AS
                                       Consumer Goods                                                 569,730
                                                                                           ---------------------
                                                                                                    2,142,231
                                                                                           ---------------------

                                       19
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS
AS OF OCTOBER 31, 1998

                     SHARES                                                                      VALUE US$
                    --------                                                                    -----------
                                  EGYPT - 1.2%
                                  COMMON STOCK
                       158,600    Commercial International Bank GDR
                                       Finance                                                 $    1,248,975
                        23,060    EFG-Hermes Holding, SAE(a)
                                       Finance                                                        265,190
                        33,820    Oriental Weavers Co.
                                       Consumer Durables                                              728,680
                                                                                           ---------------------
                                                                                                    2,242,845
                                                                                           ---------------------

                                  GREECE - 3.1%
                                  COMMON STOCK
                       14,150     Alpha Credit Bank
                                       Finance                                                      1,130,677
                       39,010     Hellenic Bottling Co. SA
                                       Consumer Goods                                                 949,210
                       52,673     Hellenic Telecommunication Organization SA (OTE)
                                       Services                                                     1,197,476
                        5,710     Lambrakis Media Group(a)
                                       Publishing                                                      70,990
                       12,266     National Bank of Greece SA
                                       Finance                                                      1,742,846
                       19,890     STET Hellas Telecommunications SA ADR(a)
                                       Services                                                       522,113
                                                                                             ---------------------
                                                                                             ---------------------
                                                                                                    5,613,312
                                                                                             ---------------------

                                  HONG KONG - 2.1%
                                  COMMON STOCK
                      358,000     Cheung Kong Infrastructure Holdings
                                       Capital Equipment                                              910,506
                    2,660,000     China Resources Beijing Land
                                       Finance                                                        712,580
                      133,000     China Resources Enterprise Ltd.
                                       Multi-Industry                                                 177,716
                      641,000     China Telecom (Hong Kong) Ltd.(a)
                                       Services                                                     1,204,078
                    1,256,000     Cosco Pacific Ltd.
                                       Services                                                       616,179
                      302,000     Ng Fung Hong Ltd.
                                       Services                                                       267,074
                                                                                             ---------------------
                                                                                                    3,888,133
                                                                                             ---------------------

                                       20
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS
AS OF OCTOBER 31, 1998

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

                                  HUNGARY - 2.9%
                                  COMMON STOCK
                       32,190     Gedeon Richter RT GDR
                                       Consumer Goods                                          $    1,078,365
                       52,198     Matav RT ADR(a)
                                       Services                                                     1,402,821
                       67,450     MOL Magyar Olaj - es Gazipari RT GDR
                                       Energy                                                       1,536,174
                       33,480     OTP Bank RT GDR
                                       Finance                                                      1,211,139
                          319     Pannonplast RT
                                       Materials                                                        9,854
                                                                                             ---------------------
                                                                                                    5,238,353
                                                                                             ---------------------

                                  INDIA - 6.9%
                                  COMMON STOCK
                       16,000     Associated Cement Co. Ltd.
                                       Materials                                                     347,885
                       16,000     BSES Ltd.
                                       Energy                                                         56,508
                       90,000     Bajaj Auto Ltd.(a)
                                       Capital Equipment                                           1,176,556
                      190,500     Bharat Heavy Electricals Ltd.
                                       Capital Equipment                                           1,063,610
                      192,000     Bharat Petroleum Corp. Ltd.
                                       Energy                                                      1,156,293
                      290,300     Great Eastern Shipping Co.
                                       Multi-Industry                                                138,780
                       39,000     Hindustan Lever Ltd.
                                       Multi-Industry                                              1,475,892
                       98,700     Hindustan Petroleum Corp. Ltd.
                                       Energy                                                        620,271
                      113,992     ITC Ltd.
                                       Consumer Goods                                              1,891,847
                        1,700     Indian Hotels Co. Ltd.
                                       Services                                                       16,435
                      440,000     Mahanagar Telephone Nigam Ltd.
                                       Telecommunications                                          1,900,904
                        2,000     Mahindra & Mahindra Ltd.(a)
                                       Capital Equipment                                               6,945

                                       21
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS
AS OF OCTOBER 31, 1998

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

                                  INDIA (CONCLUDED)
                                  COMMON STOCK
                       67,000     Ranbaxy Laboratories Ltd.
                                       Consumer Goods                                          $     789,677
                      320,500     Reliance Industries Ltd.
                                       Materials                                                     832,673
                      197,000     State Bank of India
                                       Finance                                                       725,981
                       30,300     Videsh Sanchar Nigam Ltd.
                                       Telecommunications                                            525,759
                                                                                             ---------------------
                                                                                                  12,726,016
                                                                                             ---------------------

                                  INDONESIA - 0.6%
                                  COMMON STOCK
                       49,000     Gulf Indonesia Resources Ltd.(a)
                                       Energy                                                        483,875
                      183,000     PT Gudang Garam Tbk
                                       Capital Equipment                                             164,945
                      352,500     PT Indosat ADR
                                       Telecommunications                                            380,339
                      221,000     PT Telekomunikasi Indonesia
                                       Telecommunications                                             54,524
                                                                                             ---------------------
                                                                                                   1,083,683
                                                                                             ---------------------

                                  ISRAEL - 4.9%
                                  COMMON STOCK
                      440,600     Bank Hapoalim Ltd.
                                      Finance                                                        793,902
                      945,030     Bank Leumi Le-Israel
                                       Finance                                                     1,203,677
                      497,080     Bezeq Israeli Telecommunication Corp., Ltd.
                                       Services                                                    1,424,245
                       78,900     Blue Square-Israel Ltd.
                                       Services                                                    1,015,838
                       59,210     ECI Telecommunications Ltd.
                                       Capital Equipment                                           1,961,331
                      211,000     Supersol Ltd.
                                       Consumer Non-Durables                                         543,415
                       49,470     Teva Pharmaceutical Industries Ltd. ADR
                                       Consumer Goods                                              1,950,973
                                                                                             ---------------------
                                                                                                    8,893,381
                                                                                             ---------------------

                                       22
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS
AS OF OCTOBER 31, 1998

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

                                  KOREA, REPUBLIC OF - 9.1%
                                  COMMON STOCK
                      204,000     Daewoo Heavy Industries
                                       Finance                                                  $     766,859
                      191,307     Kookmin Bank GDR(a)
                                       Finance                                                        690,147
                      118,010     Korea Electric Power Corp.
                                       Energy                                                       2,101,796
                      246,490     LG Electronics
                                       Capital Equipment                                            2,185,692
                        8,000     LG Information and Communication Ltd.
                                       Capital Equipment                                              183,712
                       28,000     Pohang Iron & Steel Co. Ltd. (b)
                                       Materials                                                    1,587,739
                        1,712     SK Telecom Co. Ltd. (b)
                                       Telecommunications                                           1,209,817
                       30,396     Samsung Display Devices Co.
                                       Capital Equipment                                            1,140,317
                      126,504     Samsung Electronics Co.
                                       Capital Equipment                                            5,177,282
                      204,622     Samsung Heavy Industries(a)
                                       Capital Equipment                                            1,147,592
                      149,000     Shinhan Bank(a)
                                       Finance                                                        510,421
                                  Rights
                       27,643     Shinhan Bank
                                       Finance                                                              -
                                                                                              ---------------------
                                                                                                    16,701,374
                                                                                              ---------------------

                                  MALAYSIA - 0.2%
                                  COMMON STOCK
                       86,000     Resorts World Berhad (b)(c)
                                       Services                                                         51,316
                      186,000     Tanjong plc (b)(c)
                                       Other                                                           124,687
                      244,000     Tenaga Nasional Berhad (b)(c)
                                       Energy                                                          193,226
                                                                                               ---------------------
                                                                                               ---------------------
                                                                                                       369,229
                                                                                               ---------------------
                                  Mauritius - 0.7%
                                  Common Stock
                    1,753,000     State Bank of Mauritius Ltd.(a)
                                       Finance                                                        1,217,052
                                                                                               ---------------------

                                       23
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS
AS OF OCTOBER 31, 1998

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

                                  MEXICO - 11.0%
                                  COMMON STOCK
                      271,300     ARA SA de CV(a)
                                       Capital Equipment                                         $      546,743
                      752,931     Cemex SA de CV
                                       Materials                                                      1,766,536
                    1,557,300     Cifra SA de CV - Series C(a)
                                       Services                                                       2,033,796
                            2     Cifra SA de CV - Series V(a)
                                       Services                                                               3
                      895,000     Controladora Comercial Mexicana SA de CV
                                       Services                                                         565,857
                    1,046,000     Fomento Economico Mexicano SA de CV
                                       Services                                                       2,634,969
                      286,400     Grupo Carso SA de CV
                                       Multi-Industry                                                   987,420
                      416,800     Grupo Financiero Banamex Accival SA de CV(a)
                                       Services                                                         419,159
                      527,194     Grupo Industrial Bimbo SA de CV
                                       Retail                                                           895,782
                      267,000     Grupo Industrial Saltillo SA de CV
                                       Multi-Industry                                                   604,019
                       23,700     Grupo Televisa SA GDR(a)
                                       Services                                                         642,863
                       35,000     Industrias Penoles SA
                                       Materials                                                        107,185
                      332,500     Kimberly-Clark de Mexico SA de CV
                                       Services                                                         952,562
                      652,000     Sistema Argos SA - Series B
                                       Consumer Non-Durables                                            644,097
                      129,500     Telefonos de Mexico SA ADR
                                       Telecommunications                                             6,839,218
                       67,100     Tubos de Acero de Mexico SA ADR
                                       Materials                                                        570,350
                                                                                                 ---------------------
                                                                                                     20,210,559
                                                                                                 ---------------------

                                  PAKISTAN - 0.1%
                                  COMMON STOCK
                        6,000     Pakistan Telecommunications Corp.
                                       Services                                                         192,000
                                                                                                 ---------------------

                                       24
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS
AS OF OCTOBER 31, 1998

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

                                  PERU - 1.2%
                                  COMMON STOCK
                      866,000     Banco Continental
                                       Finance                                                        $ 451,619
                       39,000     Compania de Minas Buenaventura SA ADR
                                       Materials                                                        477,750
                       98,700     Telefonica del Peru SA ADR
                                       Telecommunications                                             1,283,100
                                                                                                 ---------------------
                                                                                                      2,212,469
                                                                                                 ---------------------

                                  PHILIPPINES - 1.9%
                                  COMMON STOCK
                    1,698,000     Ayala Corp.
                                       Multi-Industry                                                   431,351
                    2,128,012     Ayala Land Inc.
                                       Finance                                                          646,070
                    1,140,000     La Tondena Distillers Inc.(a)
                                       Consumer Non-Durables                                            663,960
                      398,280     Manila Electric Co. "B" Shares
                                       Energy                                                         1,174,640
                       24,540     Philippine Long Distance Telephone Co.
                                       Telecommunications                                               586,910
                                                                                                ---------------------
                                                                                                      3,502,931
                                                                                                ---------------------

                                  POLAND - 2.1%
                                  COMMON STOCK
                        7,850     Bank Przemyslowo-Handlowy SA
                                       Finance                                                          508,083
                       53,336     Bank Rozwoju Eksportu SA
                                       Finance                                                        1,114,585
                      208,330     Bydgoska Fabryka Kabli SA(a)
                                       Capital Equipment                                                671,174
                       77,500     Elektrim Spolka Akcyjna SA
                                       Capital Equipment                                                922,244
                       43,260     Gorazdze SA
                                       Materials                                                        351,564
                       38,850     Krosno SA
                                       Materials                                                        163,501
                        4,000     Softbank SA GDR
                                       Finance                                                           91,800
                                                                                                 -------------------
                                                                                                      3,822,951
                                                                                                 ---------------------

                                       25
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS
AS OF OCTOBER 31, 1998

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

                                  PORTUGAL - 3.9%
                                  COMMON STOCK
                       28,750     Banco Espirito Santo e Comercial de Lisboa SA
                                       Finance                                                     $    850,171
                       32,550     Compania de Seguros Mundial Confianca SA(a)
                                       Finance                                                          882,010
                       39,120     Jeronimo Martins SGPS SA
                                       Retail                                                         1,696,060
                       32,640     Portugal Telecom SA
                                       Telecommunications                                             1,547,785
                       61,450     Semapa - Sociedade de Investimento e Gestao SGPS SA
                                       Materials                                                      1,199,969
                        5,650     Telecel-Comunicacaoes Pessoais SA
                                       Energy                                                         1,041,735
                                                                                                ---------------------
                                                                                                      7,217,730
                                                                                                ---------------------

                                  RUSSIA - 0.9%
                                  COMMON STOCK
                       47,021     Gazprom ADR
                                       Energy                                                           436,120
                       30,695     Lukoil Holding ADR
                                       Energy                                                           477,031
                      252,500     Surgutneftegaz ADR
                                       Energy                                                           512,550
                       88,650     Unified Energy Systems GDR(a)
                                       Energy                                                           272,856
                                                                                                ---------------------
                                                                                                      1,698,557
                                                                                                ---------------------

                                  SLOVAK REPUBLIC - 0.0%
                                  COMMON STOCK
                        5,876     Nafta Gbely AS (b) (c)
                                       Services                                                          68,682
                                                                                                ---------------------

                                  SOUTH AFRICA - 9.5%
                                  COMMON STOCK
                      263,800     ASBA Group Ltd.
                                       Finance                                                        1,434,258
                       57,800     Anglo American Corp. of South Africa Ltd.
                                       Materials                                                      1,881,400
                       42,900     Anglo American Industrial Corp. Ltd.
                                       Multi-Industry                                                   687,495


                                       26
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS
AS OF OCTOBER 31, 1998

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

                                  SOUTH AFRICA (CONCLUDED)
                                  COMMON STOCK
                      428,221     Barlow Ltd.
                                       Multi-Industry                                              $  2,022,863
                       85,000     Dorbyl Ltd.
                                       Capital Equipment                                                229,554
                      152,708     Ellerine Holdings Ltd.
                                       Services                                                         416,491
                      125,100     Fedsure Holdings Ltd.
                                       Finance                                                        1,237,664
                      803,250     First Rand Ltd.
                                       Finance                                                        1,039,537
                      258,084     LA Retail Stores Ltd.
                                       Consumer Non-Durables                                            312,840
                      955,000     Malbak Ltd.
                                       Multi-Industry                                                   417,083
                    1,235,300     Metro Cash and Carry Ltd.
                                       Services                                                         836,775
                      341,000     Nampak Ltd.
                                       Services                                                         635,219
                      220,800     Rembrandt Group Ltd.
                                       Finance                                                        1,468,117
                      267,000     Sappi Ltd.(a)
                                       Materials                                                      1,332,668
                      238,000     Sasol Ltd.
                                       Energy                                                         1,164,587
                       86,660     South African Breweries Ltd.
                                       Services                                                       1,680,739
                      153,733     South African Druggists Ltd.
                                       Consumer Goods                                                   705,662
                                                                                                --------------------
                                                                                                     17,502,952
                                                                                                ---------------------

                                  TAIWAN - 6.8%
                                  COMMON STOCK
                       60,000     Asustek Computer Inc.(a)
                                       Multi-Industry                                                   443,581
                    1,402,254     Bank Sinopac(a)
                                       Finance                                                          598,255
                      260,000     Cathay Life Insurance Co.
                                       Services                                                         917,041

                                       27
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS
AS OF OCTOBER 31, 1998

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

                                  TAIWAN (CONCLUDED)
                                  COMMON STOCK
                    1,360,000     China Steel Corp.
                                       Materials                                                $       921,662
                      416,500     D-Link Corp.(a)
                                       Capital Equipment                                                917,342
                      479,000     Delpha Construction Co., Ltd.
                                       Finance                                                          507,579
                      472,000     Nan Ya Plastics Corp.(a)
                                       Materials                                                        596,123
                      436,000     Nien Hsing Textile Corp., Ltd.(a)
                                       Materials                                                        893,137
                      409,800     Phoenixtec Power Co., Ltd.(a)
                                       Capital Equipment                                                864,714
                      158,500     ROC Taiwan Fund
                                       Finance                                                        1,050,063
                      860,192     Siliconware Precision Industries Co.(a)
                                       Capital Equipment                                              1,593,985
                    1,574,300     Taiwan Semiconductor Manufacturing Co.(a)
                                       Capital Equipment                                              3,176,425
                                                                                               ---------------------
                                                                                                     12,479,907
                                                                                               ---------------------

                                  THAILAND - 1.7%
                                  COMMON STOCK
                      100,000     Advanced Info Service Public Co., Ltd.
                                       Services                                                         734,816
                      381,000     Electricity Generating Public Co. Ltd.(a)
                                       Energy                                                         1,005,800
                      135,000     PTT Exploration and Production Public Co. Ltd.(a)
                                       Materials                                                      1,300,624
                                                                                               ---------------------
                                                                                                      3,041,240
                                                                                               ---------------------

                                  TURKEY - 2.4%
                                  COMMON STOCK
                   29,750,175     Akbank TAS
                                       Finance                                                          439,027
                   70,669,570     Dogan Yayin Holding(a)
                                       Finance                                                          441,690
                   31,564,800     Haci Omer Sabanci Holding AS
                                       Finance                                                          476,766

                                       28
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS
AS OF OCTOBER 31, 1998

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

                                  TURKEY (CONCLUDED)
                                  COMMON STOCK
                    1,750,640     Migros Turk TAS
                                       Services                                                   $   1,489,278
                   27,163,344     Northern Electric Telekomunikasyon AS (a)
                                       Energy                                                           603,637
                    4,436,110     Vestel Elektronik Sanayi ve Ticaret AS(a)
                                       Consumer Non-Durables                                            361,979
                   51,774,150     Yapi ve Kredi Bankasi AS
                                       Finance                                                          583,926
                                                                                                ---------------------
                                                                                                      4,396,303
                                                                                                ---------------------

                                  VENEZUELA - 0.4%
                                  COMMON STOCK
                    2,679,675     C.A. La Electricidad de Caracas
                                       Energy                                                           767,229
                                                                                                ---------------------

                                  ZIMBABWE - 0.3%
                                  COMMON STOCK
                   13,500,000     Econet Wireless Holdings(a) (c)
                                       Services                                                         369,564
                      153,000     Meikles Africa Ltd.(a)
                                       Materials                                                         80,325
                      635,000     NMBZ Holdings Ltd.(a)
                                       Finance                                                          238,125
                                                                                                ---------------------
                                                                                                ---------------------
                                                                                                        688,014
                                                                                                ---------------------

                                  Total Stock and Rights (cost $208,523,586)                        170,350,449
                                                                                                 ---------------------

                                  Short-Term Investments - 4.6%
                                  Treasury Bills - 4.6%
                    8,400,000     U.S. Government, 4.69% yield, due 12/3/98
                                       (cost $8,366,075)                                              8,374,100
                                                                                                 ---------------------

                                  Total Investments - 97.4% (cost $216,889,661)                     178,724,549

                                  Other Assets Less Liabilities - 2.6%                                4,807,522
                                                                                                 ---------------------

                                  Total Net Assets - 100%                                         $ 183,532,071
                                                                                                 =====================
</TABLE>

                                       29
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SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS
AS OF OCTOBER 31, 1998

<TABLE>
<CAPTION>

                                FORWARD FOREIGN CURRENCY CONTRACTS
                                      CONTRACTS TO SELL
<S>                           <C>          <C>                   <C>                   <C>
                                                                                        UNREALIZED
  CONTRACT                                                      UNDERLYING FACE        APPRECIATION/
    DATE                      CURRENCY     UNITS                AMOUNT OF VALUE       (DEPRECIATION)
- ---------------------------------------------------------------------------------------------------------

    11/30/98                    BRL          7,100,000                 $ 5,814,900            $ (189,155)
    12/15/98                    PLZ          2,763,050                     790,950               (60,950)
     1/19/99                    BRL          1,889,664                   1,489,055                (9,055)
     2/22/99                    HKD         23,800,000                   3,056,634               (89,053)
                                                              ===========================================
                                                                      $ 11,151,539            $ (348,213)
- ------------------------------                                ===========================================
</TABLE>

CURRENCY  ABBREVIATIONS
BRL - Brazilian  cruzeiro  
HKD - Hong Kong dollar 
PLZ - Polish zloty



(a)   Non-income producing security.
(b)   Valued pursuant to methodology approved by the Board of Trustees.
(c)   Illiquid securities.
ADR - American Depository Receipts
GDR - Global Depository Receipts




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

                                       30
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1998

<TABLE>
<S>                                                                                <C>
ASSETS:
      Investments (Note 2)
         Investments at cost                                                            $ 216,889,661
         Net unrealized appreciation (depreciation)                                       (38,165,112)
                                                                                   -------------------
                               Total Investments at value                                 178,724,549

      Cash                                                                                  3,674,275
      Foreign currency (cost $1,370,676)                                                    1,380,178
      Receivable for investments sold                                                         924,262
      Receivable for dividends and interest                                                   571,357
      Organization costs, net of amortization (Note 2)                                          4,947
                                                                                   -------------------

                               Total Assets                                               185,279,568
                                                                                   -------------------

LIABILITIES:
      Payable for forward foreign currency contracts                                          348,213
      Payable for investments purchased                                                     1,133,727
      Payable to investment adviser (Note 3)                                                  106,360
      Payable to administrator (Note 3)                                                         7,256
      Payable to subadministrator (Note 3)                                                     14,511
      Accrued expenses and other liabilities                                                  137,430
                                                                                   -------------------

                               Total Liabilities                                            1,747,497
                                                                                   -------------------

                               Net Assets                                               $ 183,532,071
                                                                                   ===================

</TABLE>




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

                                       31
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                    <C>
STATEMENT OF OPERATIONS
                                                                                           For the
                                                                                         Year Ended
                                                                                      October 31, 1998
                                                                                     --------------------
INVESTMENT INCOME:
      Dividend income (net of foreign withholding taxes of $472,240)                         $ 4,966,590
      Interest income                                                                            944,616
                                                                                     --------------------
                               Total Investment Income                                         5,911,206
                                                                                     --------------------

EXPENSES:
      Investment advisory ( Note 3)                                                            2,389,875
      Administration (Note 3)                                                                    119,494
      Subadministration (Note 3)                                                                 238,987
      Interest holder recordkeeping (Note 3)                                                      12,218
      Custody                                                                                    526,594
      Accounting (Note 3)                                                                         72,000
      Audit                                                                                       37,663
      Legal                                                                                       40,323
      Trustees                                                                                    13,132
      Pricing Services                                                                            22,762
      Amortization of organization costs (Note 2)                                                  2,474
      Miscellaneous                                                                               20,959
                                                                                     --------------------
                               Total Expenses                                                  3,496,481
      Fees waived (Note 6)                                                                      (673,304)
                                                                                     --------------------
                               Net Expenses                                                    2,823,177
                                                                                     --------------------

NET INVESTMENT INCOME                                                                          3,088,029
                                                                                     --------------------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY
      TRANSACTIONS:
      Net realized gain (loss) on investments                                                (47,677,573)
      Net realized gain (loss) on foreign currency transactions                               (1,096,392)
                                                                                     --------------------
                               Net realized gain (loss) on investments and foreign currency
                                      transactions                                           (48,773,965)
                                                                                     --------------------
      Net change in unrealized appreciation (depreciation) on investments                    (37,110,767)
      Net change in unrealized appreciation (depreciation) on foreign currency
        transactions                  transactions                                                (9,579)
                                                                                     --------------------
                               Net change in unrealized appreciation (depreciation) on
                                    investments and foreign currency transactions            (37,120,346)
                                                                                     --------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY
      TRANSACTIONS                                                                           (85,894,311)
                                                                                     --------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                            $ (82,806,282)
                                                                                     ====================
</TABLE>


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

                                       32
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                <C>                    <C>
STATEMENTS OF CHANGES IN NET ASSETS


                                                                                       For the Year Ended October 31,
                                                                                 -------------------------------------------
                                                                                        1998                   1997
                                                                                 --------------------   --------------------

NET ASSETS, BEGINNING OF PERIOD                                                        $ 259,075,892          $ 167,549,528
                                                                                 --------------------   --------------------

OPERATIONS:
    Net investment income                                                                  3,088,029              1,770,513
    Net realized gain (loss) on investments and foreign currency transactions            (48,773,965)           (10,263,960)
    Net change in unrealized appreciation (depreciation) on investments
       and foreign currency transactions                                                 (37,120,346)            (2,810,514)
                                                                                 --------------------   --------------------
    Net increase (decrease) in net assets resulting from operations                      (82,806,282)           (11,303,961)
                                                                                 --------------------   --------------------


TRANSACTIONS IN INVESTORS' BENEFICIAL INTEREST (A):
    Contributions                                                                         53,226,007            129,110,600
    Withdrawals                                                                          (45,963,546)           (26,280,275)
                                                                                 --------------------   --------------------
    Net increase in net assets from transactions
       from investors' beneficial interest                                                 7,262,461            102,830,325
                                                                                 --------------------   --------------------

    Net increase (decrease) in net assets                                                (75,543,821)            91,526,364
                                                                                 --------------------   --------------------

NET ASSETS, END OF PERIOD                                                              $ 183,532,071          $ 259,075,892
                                                                                 ====================   ====================
</TABLE>

(A)    Includes purchase and redemption fees (Note 7).



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

                                       33
<PAGE>

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SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Portfolio performance for the following periods:
<S>                                                                            <C>             <C>              <C>
                                                                                              For the Year Ended October 31,
                                                                             -----------------------------------------------
                                                                                 1998             1997             1996
- -------------------------------------------------------------------------    -------------    -------------    -------------
Ratio to Average Net Assets:
      Expenses including waiver of fees                                             1.18%            1.22%            1.45%
      Expenses excluding waiver of fees                                             1.46%            1.43%            1.51%
      Net investment income including waiver of fees                                1.29%            0.69%            0.52%
Portfolio Turnover Rate                                                               67%              43%             103%

</TABLE>


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

                                       34
<PAGE>

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SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS

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 the Schroder Emerging Markets Fund Institutional Portfolio (the "Portfolio"),
a non-diversified portfolio that commenced operations on November 1, 1995. 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.  Purchases and redemptions
are subject to a transaction  fee of 0.50% payable to the Portfolio to reimburse
transaction  costs incurred with respect to the Portfolio's  purchase or sale of
portfolio investments.

NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES

       These  financial  statements  are prepared in accordance  with  generally
accepted accounting  principles,  which require management to make estimates and
assumptions  that  affect  the  reported  amounts  of  assets  and  liabilities,
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements, and the reported amounts of increase and decrease in net assets from
operations  during the fiscal  period.  Actual  amounts  could differ from those
estimates.

       The following represent significant accounting policies of the Portfolio:

SECURITY VALUATION
        Portfolio  securities listed on recognized stock exchanges are valued at
the last  reported  sale  price on the  exchange  on which  the  securities  are
principally traded. Listed securities traded on recognized stock exchanges where
last sale  prices  are not  available  are  valued at the last sale price on the
preceding  trading day or at the mean of the  closing  bid and ask  ("mid-market
price"),  or,  if none,  the last  sale  prices on the  preceding  trading  day.
Securities traded in over-the-counter  markets or listed securities for which no
trade is reported on the valuation date, generally are valued at the most recent
reported mid-market price. Domestic short-term  investments having a maturity of
60 days or less,  generally  are valued at amortized  cost,  which  approximates
market value.  Foreign  short-term  investments are valued at the current market
price,  then marked to market to recognize any gain or loss on the  transaction.
Prices used for valuation may be provided by independent pricing services. Other
securities and assets for which market  quotations are not readily available are
generally  valued  at fair  value as  determined  in good  faith  using  methods
approved by Schroder  Core's  Board of  Trustees.  As of October 31,  1998,  the
Portfolio  held a position in eight fair  valued  securities  with an  aggregate
market value of $3,235,467 representing 1.8% of the Portfolio's net assets.

SECURITY TRANSACTIONS AND INVESTMENT INCOME
       Investment  transactions  are accounted  for on the trade date.  Dividend
income is recorded on the  ex-dividend  date except that certain  dividends from
foreign  securities  where the ex-dividend  date may have passed are recorded as
soon as the Portfolio is informed of the  ex-dividend  date.  Dividend income is
recorded  net of  unrecoverable  withholding  tax.  Interest  income,  including
amortization  of  premium or  accretion  of  discount,  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 on the date of
the transactions.

       Foreign  currency amounts are translated into U.S. dollars at the mean of
the bid and asked prices of such currencies against U.S. dollars as follows: (i)
assets and  liabilities  at the rate of  exchange  at the end of the  respective
period;  and (ii)  purchases and sales of securities  and income and expenses at
the rate of exchange  prevailing on the dates of such transactions.  The portion
of the results of operations  arising from changes in the exchange rates and the
portion  due to  fluctuations  arising  from  changes  in the  market  prices of
securities  are not  isolated.  Such  fluctuations  are  included  with  the net
realized and unrealized gain or loss on investments.


                                       35
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

       The  Portfolio  may enter into  forward  contracts  to  purchase  or sell
foreign  currencies . Risks associated with such contracts  include the movement
in value of the foreign currency  relative to the U.S. dollar and the ability of
the  counterparty  to perform.  Fluctuations  in the value of such contracts are
recorded  daily as unrealized  gain or loss;  realized gain or loss includes net
gain or loss on contracts that have terminated by settlement or by the Portfolio
entering into offsetting commitments.

REPURCHASE AGREEMENTS
       The Portfolio may invest in repurchase agreements. The Portfolio, through
its  custodian,  receives  delivery of the underlying  collateral,  whose market
value must always equal or exceed the repurchase  price. The investment  adviser
is responsible  for  determining  the value of the underlying  collateral at all
times.  In the event of default,  the Portfolio may have  difficulties  with the
disposition of any securities held as collateral.

EXPENSE ALLOCATION
       Schroder  Core accounts  separately  for the assets and  liabilities  and
operation of each of its portfolios.  Expenses that are directly attributable to
more than one  portfolio  are  allocated  among  the  respective  portfolios  in
proportion to each portfolio's net assets.

ORGANIZATION COSTS
       Costs incurred by the Portfolio in connection with its  organization  are
amortized on a straight line basis over a five-year period.

NOTE 3.  INVESTMENT ADVISORY AND OTHER SERVICES WITH AFFILIATES

INVESTMENT ADVISER
     Schroder Capital  Management  International Inc. ("SCMI") is the investment
adviser.  Pursuant  to an  Investment  Advisory  Agreement,  SCMI is entitled to
receive an annual fee, payable monthly, of 1.00% of the average daily net assets
of the Portfolio.

ADMINISTRATOR AND SUBADMINISTRATOR
       The  Administrator  of the  Portfolio  is  Schroder  Fund  Advisors  Inc.
("Schroder Advisors") and the Subadministrator is Forum Administrative Services,
LLC  ("FAdS").  For its  services,  Schroder  Advisors  and FAdS are entitled to
receive  compensation  at annual  rates,  payable  monthly,  of 0.05% and 0.10%,
respectively, of the average daily net assets of the Portfolio.

OTHER SERVICE PROVIDERS
       Forum Accounting Services, LLC ("FAcS") performs portfolio accounting for
the Portfolio and is entitled to receive  compensation for those services in the
amount of $60,000 per year, plus certain amounts based upon the number and types
of portfolio  transactions.  FAcS also serves as the Portfolio's  transfer agent
and is entitled to receive  compensation  for those  services from Schroder Core
with respect to the  Portfolio  in the amount of $12,000 per year,  plus certain
other fees and expenses.

NOTE 4.  PURCHASES AND SALES OF SECURITIES

       The  cost  of  securities  purchased  and  the  proceeds  from  sales  of
securities (excluding  short-term  investments) for the period ended October 31,
1998, aggregated $164,038,926 and $146,676,744, respectively.


                                       36
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

       For federal income tax purposes,  the tax basis of investment  securities
owned  as  of  October  31,  1998  was   $218,447,475  and  the  net  unrealized
depreciation  of investment  securities  was  $39,722,926.  The aggregate  gross
unrealized  appreciation  for all  securities  in which  there  was an excess of
market value over tax cost was  $19,551,600,  and the aggregate gross unrealized
depreciation  for all  securities  in which there was an excess of tax cost over
market value was $59,274,526.

NOTE 5.  FEDERAL TAXES

       The  Portfolio  is not  required to pay federal  income  taxes on its net
investment  income and net capital  gain as it is treated as a  partnership  for
federal  income tax  purposes.  All  interest,  dividends,  gain and loss of the
Portfolio are deemed to have been "passed through" to the partners in proportion
to their  holdings  in the  Portfolio  (except  for  gain  and  loss on  certain
contributed  securities,  which  for tax  purposes  have been  allocated  to the
partner who contributed  such  securities)  regardless of whether such interest,
dividends or gain have been distributed by the Portfolio.

NOTE 6.  WAIVER OF FEES

       SCMI  voluntarily  has undertaken to waive a portion of its fees in order
to limit fees paid for the Portfolio's  investment advisory services to 0.85% of
its average daily net assets.  This fee waiver  cannot be withdrawn  except by a
majority  vote of the Trustees of the Trust who are not  affiliated  persons (as
defined in the Act) of the Trust. Effective May 5, 1997, SCMI voluntarily waived
a portion of its advisory fee so that the  Portfolio's  total expenses would not
exceed  1.18% of the  Portfolio's  average  daily  net  assets.  SCMI,  Schroder
Advisors,  FAdS and FAcS may waive  voluntarily  all or a portion  of their fees
from time to time.  SCMI waived fees of $673,304 for the year ended  October 31,
1998.

NOTE 7.  PURCHASE AND REDEMPTION FEE

       Purchases and  redemptions  of interest in the Portfolio are subject to a
transaction charge of 0.50% of the net asset value of the interests purchased or
redeemed. This charge is designed to cover the transaction costs incurred by the
Portfolio   (either  directly  or  indirectly)  as  a  result  of  purchases  or
redemptions of interests in the Portfolio,  including  brokerage  commissions in
acquiring or selling portfolio securities; currency transactions costs; interest
recordkeeper costs; and to protect the interests of other interestholders. These
charges, which are not sales charges, are paid to the Portfolio,  not SCMI, FAdS
or any other  entity.  The  purchase  and  redemption  fees for the period ended
October 31, 1998 were  $264,981  and  $229,818,  respectively.  The purchase and
redemption  fees  are  included  in the  Statement  of  Changes  in  Net  Assets
contributions  and  withdrawal  amounts,  respectively,  and are included in the
Investors' Capital in the Statement of Assets and Liabilities.

NOTE 8.  CONCENTRATION OF RISK

       The  Portfolio's  investments  in countries  with  limited or  developing
capital  markets may involve  greater risks than  investments  in more developed
markets and the prices of such investments may be volatile.  The consequences of
political,  social or  economic  events  in these  markets  may have  disruptive
effects on the market prices of the Portfolio's investments.


                                       37
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO (PORTFOLIO)
- --------------------------------------------------------------------------------


REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Schroder  Capital  Funds and  Investors of Schroder  Emerging
Markets Fund Institutional Portfolio:

In our opinion, the accompanying statement of assets and liabilities,  including
the schedule of  investments,  and the related  statements of operations  and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material respects,  the financial position of the Schroder Emerging Markets Fund
Institutional  Portfolio  (a separate  portfolio of Schroder  Capital  Funds) at
October  31,  1998,  and the results of its  operations,  the changes in its net
assets and the financial  highlights  for the periods  indicated,  in conformity
with generally accepted accounting  principles.  These financial  statements and
financial highlights  (hereafter 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 audits.  We conducted our
audits 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
audits,  which  included  confirmation  of  securities  at October  31,  1998 by
correspondence  with the custodian and brokers,  provide a reasonable  basis for
the opinion expressed above.





Boston, Massachusetts                             PricewaterhouseCoopers LLP
December 22, 1998



                                       38
<PAGE>





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<PAGE>


TRUSTEES

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

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

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

CUSTODIAN
The Chase Manhattan Bank
Global Custody Division
125 London Wall
London EC2Y 5AJ, United Kingdom

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

COUNSEL
Ropes & Gray
One International Place
Boston, MA 02110-2624

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




This report is for the information of the shareholders of the Schroder  Emerging
Markets Fund Institutional  Portfolo. 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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