SCHRODER CAPITAL FUNDS /DELAWARE/
N-30D, 1999-02-08
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                                [Logo] SCHRODERS









                                    SCHRODER
                              EMERGING MARKETS FUND







                               SEMI-ANNUAL REPORT
                                NOVEMBER 30, 1998










                        Schroder Capital Funds (Delaware)


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SCHRODER EMERGING MARKETS FUND
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Account Information        (800) 344-8332
Fund Literature            (800) 290-9826

INVESTMENT OBJECTIVE

       The  investment  objective  of the  Fund  is to  seek  long-term  capital
appreciation.

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.



                                                                January 18, 1999

Dear Shareholder:

       We are  pleased  to  present  the  semi-annual  report  for the  Schroder
Emerging  Markets Fund for the six months ended November 30, 1998. This past six
months saw markedly divergent  performance among the world's markets, as well as
considerable  volatility  of  performance  within  certain  individual  emerging
markets. A common theme was investors' rising level of risk aversion in response
to economic and financial  shocks,  including Russian debt default 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,  the
turmoil in the  emerging  markets  spread to European  and the U.S.  markets and
these markets also 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.  Latin  America is likely to be one of the emerging  market
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.

       On a more positive note,  monetary  authorities  like the Federal Reserve
and its global  counterparts  were quick to act to forestall  future problems by
lowering interest rates. 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 seen
earlier in the fiscal year.



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SCHRODER EMERGING MARKETS FUND
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       We  expect  further   uncertainty  and  volatility  in  the  year  ahead.
Nevertheless, compelling values exist in many emerging equity markets after this
year's correction, and many high quality stocks have been sold indiscriminately.
We believe  that as  investors  once  again  focus on the  attractive  value now
available  and  on  the  long-term  potential  for  restructuring  and  improved
profitability we will see a revival of interest in emerging markets.  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.


                                                              Sincerely

                                                              /s/ M. J. Smith

                                                              Mark J. Smith
                                                              President


                                       2
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SCHRODER EMERGING MARKETS FUND
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MANAGEMENT DISCUSSION AND ANALYSIS (As of November 30, 1998) (Unaudited)

PERFORMANCE
     For the six month period ended  November  30, 1998,  the Schroder  Emerging
Markets  Fund  returned  -12.71%.  its  benchmark,  the Morgan  Stanley  Capital
International Emerging Markets Free (excluding Malaysia) Index, returned -15.26%
over the same period.

     Country  allocation  contributed  positively to the Fund's performance over
the period,  specifically an overweight position in Korea and Eastern Europe and
an underweight  position in the troubled  Brazilian and Russian  markets.  Stock
selection on the whole  detracted from  performance.  The Fund invests in larger
companies  with  solid,  long-term  fundamentals,  and it was these more  liquid
stocks that suffered dramatic sell-offs in the last six months as investors fled
the  emerging  markets.  Stock  selection  in Taiwan  and  Thailand  contributed
positively to  performance  and, in Poland,  our  underweight  position in banks
benefited the Fund.

MARKET BACKGROUND
     The rolling crisis in emerging markets, which began with the devaluation of
the Thai baht in mid-1997, has since spread to Russia, Latin America and Brazil.
As currency and economic expansion  concerns gradually became global,  investors
became increasingly risk averse.  Capital was withdrawn,  international  lending
and  borrowing  declined  and many  economies  in the  asset  class  stalled  or
contracted.

     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  European
Monetary Union (EMU)  (Portugal in 1999;  Greece in 2000).  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 inflows.

     September was a particularly volatile month for global markets,  mainly due
to Brazil's huge budget  deficits.  However,  emerging  markets enjoyed a strong
recovery in October  and  November.  A series of interest  rate cuts by the U.S.
Federal Reserve reduced currency pressures in many emerging markets,  triggering
a market  rally.  The rally  continued  through  November as Brazil  announced a
fiscal  adjustment  and a $41.5  billion  IMF aid  package.  In  Europe  and the
Mediterranean,  however, countries such as Israel and Turkey experienced reduced
capital flows for the first time.

PORTFOLIO REVIEW
     Given the weakness in emerging  stock  markets,  we  maintained a defensive
position throughout the six month period. We held unusually high levels of cash,
reducing our cash position in early  October as  confidence in emerging  markets
recovered. We focused on markets in which economic fundamentals remained strong,
such as Poland,  Hungary, and Mediterranean  Europe, and on those countries most
committed to  restructuring.  In particular,  we favored  Korea:  it was already
showing signs of corporate restructuring and bank recapitalization, its interest
rates had  fallen  sharply  and its  currency  was  relatively  stable.  We were
underweight  in countries  with weak economic  fundamentals,  such as Brazil and
South   Africa.   At  the  height  of  the  crisis  in  August,   we   purchased
U.S.$-denominated  bonds in Korea,  Mexico and Argentina as a further  defensive
measure.  We also hedged the Fund's exposure to the Hong Kong dollar, the Polish
zloty and the Brazilian real.

     In the midst of these unsettled market conditions,  we focused on companies
with strong balance sheets and sustainable cash flows, such as China Telecom and
Korea Electric Power.


                                       3
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SCHRODER EMERGING MARKETS FUND
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MANAGEMENT DISCUSSION AND ANALYSIS (Unaudited) (concluded)

OUTLOOk
     Looking ahead, we favor emerging  Mediterranean  Europe and Africa and Asia
over Latin America.  We believe that weaker  commodity  prices and lower capital
flows into emerging markets will hit Latin America  particularly hard due to its
huge current account deficits, whereas some Asian companies - and most companies
in  Emerging  Mediterranean  Europe - will start to see a recovery  in 1999.  In
particular,  we favor the prospects for Korea,  however, we believe that further
restructuring  and bank  recapitalization  is key to the future direction of its
stock market.

     While the outlook for emerging markets has improved, we still have a number
of concerns:  commodity prices in emerging markets remain weak, global growth is
expected  to slow in  1999,  and  the  capital  available  for  emerging  market
companies and governments is scarce. We believe that Brazil is key to the future
of emerging markets, with continued progress on fiscal reform and lower interest
rates  essential  if it is to  avoid  internal  debt  restructuring.  On a  more
positive note,  emerging market companies are trading at a significant  discount
relative to their  developed  market peers at the moment,  representing  what we
believe to be great opportunities for long-term investors.

THE VIEWS EXPRESSED IN THIS REPORT WERE THOSE OF THE FUND'S PORTFOLIO MANAGER AS
OF NOVEMBER 30, 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
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          PORTFOLIO CHARACTERISTICS AS OF NOVEMBER 30, 1998 (UNAUDITED)
<TABLE>
<S>                      <C>                                <C>                      <C>                       <C>       

                 TOP TEN HOLDINGS                                                    COUNTRY WEIGHTINGS


SECURITY                                             % OF NET ASSETS      COUNTRY                      % OF NET ASSETS
- ----------------------------------------------------------------------------------------------------------------------------
Ssangyong Investment & Securities Co. Ltd. (Korea)             3.6 %      Argentina                                  1.9 %
                                                                                                                  
Telefonos de Mexico SA ADR (Mexico)                            3.2        Botswana                                   0.3
                                                                                                                  
Samsung Electronics Co. (Korea)                                2.9        Brazil                                    12.4
                                                                                                                  
Telecomunicacoes de Sao Paulo SA - Telesp (Brazil)             2.5        Chile                                      3.5
                                                                                                                  
Teva Pharmaceutical Industries Ltd. ADR  (Israel)              2.0        China                                      0.9
                                                                                                                 
Companhia Energetica de Minas Gerais -                         2.0        Czech Republic                             1.0
                                                                                                                     
   CEMIG ADR (Brazil)                                                     Egypt                                      2.1
                                                                                                                 
Samsung Display Devices Co. (Korea)                            2.0        Greece                                     7.4 
                                                                                                                 
ITC Ltd. GDR (India)                                           1.9        Hong Kong                                  3.6  
                                                                                                                
Nan Ya Plastics Corp., 1.75%, 7/19/01 (Taiwan)                 1.8        Hungary                                    2.0   
                                                                                                                
Hellenic Bottling Co. SA (Greece)                              1.7        India                                      6.0   
                                                             ______                                                   
                                                                          Indonesia                                  1.7   
                                                              23.6 %                                                 
                                                             ======       Israel                                     5.0   
                                                                                                                     
                                                                          Korea, Republic of                        13.6   
                                                                                                                    
                                                                          Luxembourg                                 0.4
                                                                                                                     
                                                                          Mauritius                                  0.3   
                                                                                                                     
                                                                          Mexico                                     8.9   
                                                                                                                     
                                                                          Peru                                       2.3   
                                                                                                                     
                                                                          Philippines                                1.9   
                                                                                                                     
                                                                          Poland                                     2.0   
                                                                                                                     
                                                                          Russia                                     0.6   
                                                                                                                     
                                                                          South                                      8.4   
                                                                          Africa                                     
                                                                          Taiwan                                     6.4   
                                                                                                                     
                                                                          Thailand                                   1.9   
                                                                                                                     
                                                                          Turkey                                     0.8   
                                                                                                                     
                                                                          Zimbabwe                                   0.2   
                                                                                                                     
                                                                          Cash and Other Assets                      4.5   
                                                                                                                   _________
                                                                                                                   100.0 % 
                                                                                                                   =========
</TABLE>


                                       5
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SCHRODER EMERGING MARKETS FUND
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STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1998 (UNAUDITED)

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

ASSETS:
      Investments (Notes 1 and 2):
           Investment in Schroder EM Core Portfolio (the "Portfolio")                                         $     540,332
      Receivable from admimistrator (Notes 3 and 4)                                                      
                                                                                                                     29,618
      Other receivables                                                                                  
                                                                                                                        305
                                                                                                        --------------------

                               Total Assets                                                              
                                                                                                                    570,255
                                                                                                        --------------------

LIABILITIES:
      Payable to subadministrator (Note 3)                                                               
                                                                                                                        171
      Accrued expenses and other liabilities                                                             
                                                                                                                     29,725
                                                                                                        --------------------

                               Total Liabilities                                                         
                                                                                                                     29,896
                                                                                                        --------------------

                               Net Assets                                                                     $     540,359
                                                                                                        ====================

COMPONENTS OF NET ASSETS:
      Paid-in capital                                                                                         $     612,471
      Undistributed net investment income (loss)                                                         
                                                                                                                      1,300
      Accumulated net realized gain (loss)                                                               
                                                                                                                   (76,713)
      Net unrealized appreciation (depreciation) on investments                                          
                                                                                                                      3,301
                                                                                                        --------------------

                               Net Assets                                                                     $     540,359
                                                                                                        ====================

SHARES OF BENEFICIAL INTEREST                                                                            
                                                                                                                     68,111

NET ASSET VALUE, OFFERING, AND REDEMPTION PRICE PER SHARE
      (NET ASSETS / SHARES OF BENEFICIAL INTEREST)                                                             $       7.93


</TABLE>

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

                                       6
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SCHRODER EMERGING MARKETS FUND
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STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 1998 (UNAUDITED)

<TABLE>
<S>                      <C>                                <C>                                                    <C>
NET INVESTMENT INCOME ALLOCATED FROM THE PORTFOLIO:
      Dividend income (net of unrecoverable foreign withholding taxes of $208)                                 $      2,979
      Interest income                                                                                    
      Net expenses                                                                                                    2,091
                                                                                
                                                                                                                     (3,241)
                                                                                                        --------------------
                        Net Investment Income Allocated from the Portfolio 
                                                                                                                      1,829
                                                                                                        --------------------
EXPENSES:
      Administration  (Note 3)                                                                           
                                                                                                                        341
      Subadministration (Note 3)                                                                         
                                                                                                                     12,500
      Transfer agency (Note 3)                                                                           
                                                                                                                      6,060
      Accounting (Note 3)                                                                                
                                                                                                                      6,000
      Legal                                                                                              
                                                                                                                      1,071
      Audit                                                                                              
                                                                                                                      5,975
      Registration                                                                                       
                                                                                                                     10,853
      Trustees                                                                                           
                                                                                                                         17
      Miscellaneous                                                                                      
                                                                                                                         39
                                                                                                        --------------------
                               Total Expenses                                                            
                                                                                                                     42,856
      Fees waived and expenses reimbursed  (Note 4)                                                      
                                                                                                                    (42,288)
                                                                                                        --------------------
                               Net Expenses                                                              
                                                                                                                        568
                                                                                                        --------------------
NET INVESTMENT INCOME (LOSS)                                                                             
                                                                                                                      1,261
                                                                                                        --------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN
   CURRENCY TRANSACTIONS ALLOCATED FROM THE PORTFOLIO:
      Net realized gain (loss) on investments                                                            
                                                                                                                    (76,567)
      Net realized gain (loss) on foreign currency transactions                                          
                                                                                                                        771
                                                                                                        --------------------
              Net realized gain (loss) on investments and foreign
                                   currency transactions                                                 
                                                                                                                    (75,796)
                                                                                                        --------------------
      Net change in unrealized appreciation (depreciation) on investments                                
                                                                                                                      5,979
      Net change in unrealized appreciation (depreciation) on  foreign
         currency transactions                                                                           
                                                                                                                       (488)
                                                                                                        --------------------
      Net change in unrealized appreciation (depreciation) on investments
          and foreign currency transactions                                                              
                                                                                                                      5,491
                                                                                                        --------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN
   CURRENCY TRANSACTIONS ALLOCATED FROM THE PORTFOLIO                                                    
                                                                                                                    (70,305)
                                                                                                        --------------------

NET INCREASE (DECREASE)  IN NET ASSETS RESULTING FROM OPERATIONS                                             $      (69,044)
                                                                                                        ====================
</TABLE>

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

                                       7
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SCHRODER EMERGING MARKETS FUND
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<TABLE>
<S>                      <C>                                                            <C>                     <C>
STATEMENTS OF CHANGES IN NET ASSETS

                                                                                       FOR THE                FOR THE
                                                                                  SIX MONTHS ENDED         PERIOD ENDED
                                                                                     NOVEMBER 30,           MAY 31, 1998
                                                                                   1998 (UNAUDITED)           (NOTE 1)
                                                                                 --------------------   --------------------
NET ASSETS, BEGINNING OF PERIOD                                                         $     17,827             $        -
                                                                                 --------------------   --------------------

OPERATIONS:
      Net investment income (loss)                                                                       
                                                                                               1,261                     37
      Net realized gain (loss) on investments
         and foreign currency transactions                                                               
                                                                                            (75,796)                  (915)
      Net change in unrealized appreciation (depreciation) on
         investments and foreign currency transactions                                                   
                                                                                               5,491                (2,190)
                                                                                 --------------------   --------------------
      Net increase (decrease) in net assets resulting from operations                                    
                                                                                            (69,044)                (3,068)
                                                                                 --------------------   --------------------

CAPITAL SHARE TRANSACTIONS:
      Sale of shares                                                                                     
                                                                                             674,565                 20,895
      Redemption of shares                                                        
                                                                                            (82,989)
                                                                                 --------------------   --------------------
      Net increase (decrease) from capital share transactions                                            
                                                                                             591,576                 20,895
                                                                                 --------------------   --------------------

      Net increase (decrease) in net assets                                                              
                                                                                             522,532                 17,827
                                                                                 --------------------   --------------------

NET ASSETS, END OF PERIOD                                                              $     540,359           $     17,827
                                                                                 ====================   ====================
      (Including accumulated undistributed net investment
         income (loss) of $1,300 and $39, respectively)

SHARE TRANSACTIONS:
      Sale of shares                                                                                     
                                                                                              75,909                  1,971
      Redemption of shares                                                                               
                                                                                             (9,769)                      -
                                                                                 --------------------   --------------------
      Net increase (decrease) in shares    
                                                                                              66,140                  1,971
                                                                                 ====================   ====================
</TABLE>

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

                                       8
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SCHRODER EMERGING MARKETS FUND
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FINANCIAL HIGHLIGHTS - INVESTOR SHARES

Selected per share data and ratios for an Investor share outstanding  throughout
each period:

<TABLE>
<S>                      <C>                                                   <C>                       <C>
                                                                              FOR THE                  FOR THE
                                                                         SIX MONTHS ENDED            PERIOD ENDED
                                                                           NOVEMBER 30,                MAY 31,
                                                                         1998 (UNAUDITED)              1998 (A)
                                                                         ------------------        -----------------
Net Asset Value, Beginning  of Period                                               $9.04                   $10.00
                                                                         ------------------        -----------------
Investment Operations
     Net Investment Income (Loss)                                                      -                      0.02 (b)
     Net Realized and Unrealized Gain (Loss) on Investments                         (1.11)                   (0.98)
                                                                         ------------------        -----------------
Total from Investment Operations                                                    (1.11)                   (0.96)
                                                                         ------------------        -----------------
Net Asset Value, End of Period                                                      $7.93                    $9.04
                                                                         ==================        =================

Total Return (c)                                                                  (12.28)%                   (9.60)%

Ratio/Supplementary Data
Net Assets at End of Period (in thousands)                                       $540                       $18

Ratios to Average Net Assets:
    Expenses including reimbursement/waiver of fees (b)(d)                           1.68%                    1.70%
    Expenses excluding reimbursement/waiver of fees                                 22.00% (b)(d)              - (e)
    Net investment income (loss)including reimbursement/waiver of fees (b)(d)        0.55%                    1.72%
Portfolio Turnover Rate (f)                                                         75.15%                   22.97%

</TABLE>
- --------------------------------------
(a) Investor  Class  shares were first issued on October 31, 1997.
(b) Includes  the  Fund's  proportionate  share  of  income and  expenses of the
    Portfolio.
(c) Total  returns  would  have been lower had certain expenses not been reduced
    during the period shown (Note 4). Total return  calculations for a period of
    less than one year are not annualized.
(d) Annualized.
(e) Amount is not meaningful due to short period of operations.
(f) Rate represents the turnover of the underlying Portfolio.


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


                                       9
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SCHRODER EMERGING MARKETS FUND
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOVEMBER 30, 1998

NOTE 1.  ORGANIZATION

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

MASTER-FEEDER ARRANGEMENT
     The Fund seeks to achieve its  investment  objective by  investing  all its
investable  assets in Schroder EM Core Portfolio (the  "Portfolio"),  a separate
non-diversified  portfolio of Schroder Capital Funds ("Schroder  Core") that has
the same investment  objective and substantially  similar investment policies as
the Fund. This is commonly referred to as a master-feeder arrangement.  Schroder
Core also is registered as an open-end management  investment company.  The Fund
may withdraw its investment  from the Portfolio at any time if the Trust's Board
of  Trustees  determines  that it is in the  best  interest  of the Fund and its
shareholders  to do so. The Fund accounts for its investment in the Portfolio as
a partnership  investment and records daily its share of the Portfolio's income,
expenses and realized and  unrealized  gain or loss. The  Portfolio's  financial
statements  are  included  elsewhere  in  this  report  and  should  be  read in
conjunction with the Fund's financial  statements.  As of November 30, 1998, the
Fund owned approximately 4.7% of the interests in the Portfolio.

NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES

     These  financial  statements  are  prepared in  accordance  with  generally
accepted  accounting   principles  which  require  management  to  make  certain
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 or decrease in net
assets from  operations  during the fiscal  period.  Actual results could differ
from those estimates.

     The following represents the significant accounting policies of the Fund:

SECURITY VALUATION
     The Trust  determines  the net asset  value per share of the Fund as of the
close of trading  on the New York  Stock  Exchange  on each Fund  business  day.
Valuation of  securities  held in the Portfolio is 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  Portfolio's  income,
expenses and realized and unrealized gain or loss. In addition, the Fund accrues
its own expenses.  Investment  income,  realized and unrealized gains or losses,
and the common expenses of the Fund are allocated as accrued on a pro rata basis
to each class of shares based on the relative net assets of each class of shares
to the total net assets of the Fund.

DISTRIBUTIONS TO SHAREHOLDERS
     Net  investment  income and net capital  gain, 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
Portfolio,  timing differences and differing  characterizations of distributions
made by the Fund.


                                       10
<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (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  federal  excise  tax.  Therefore,  no  federal  income or excise tax
provision is required.

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

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 of the Fund 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 0.15% of the Fund's average
daily net assets. For its services,  FAdS is entitled to receive compensation at
an annual  rate,  payable  monthly,  of 0.075% of the Fund's  average  daily net
assets,  subject to a $25,000  minimum  annual  fee,  plus a $12,000  charge per
class.

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

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

NOTE 4.  WAIVER OF FEES AND REIMBURSEMENT OF EXPENSES

         To  limit  the  Fund's  expenses,   SCMI  and  Schroder  Advisors  have
voluntarily  agreed to reduce their  compensation  (and,  if  necessary,  to pay
certain  expenses  of the Fund) to the extent  that the Fund's  expenses  exceed
1.70% of the Fund's average daily net assets  attributable  to Investor  shares.
The expense  limitations  cannot be modified or  withdrawn  except by a majority
vote of the Trustees who are not  affiliated  persons (as defined in the Act) of
the Trust. SCMI, Schroder Advisors, FAdS, FSS and FAcS may voluntarily waive all
or a portion of their fees, from time to time. For the six months ended November
30,  1998,  Schroder  Advisors  and  FAdS  waived  fees  of  $341  and  $12,329,
respectively, and Schroder Advisors reimbursed expenses of $29,618.


                                       11
<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONCLUDED)

NOTE 5.  BENEFICIAL INTEREST

       As of November 30, 1998, one affiliated  shareholder  was record owner of
approximately 95% of the total outstanding shares of the Fund.



                                       12
<PAGE>


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

SCHEDULE OF INVESTMENTS (UNAUDITED)
AS OF NOVEMBER 30, 1998

<TABLE>
<S>                                        <C>                                                                  <C>
   FACE/SHARE                           SECURITY
     AMOUNT                            DESCRIPTION                                                             VALUE
_______________                                                                                               ________

                  ARGENTINA (1.9%)
                  COMMON STOCK  

            1,000 Banco Rio De La Plata ADR

                    FINANCE                                                                                  $       11,750

            2,300 Disco SA ADR (a)
            

                    CONSUMER NON-DURABLES                                                             
                                                                                                                     47,581

           14,000 Perez Companc SA


                    ENERGY                                                                            
                                                                                                                     73,095

            2,900 Telecom Argentina ADR
            

                    SERVICES                                                                          
                                                                                                                     88,450
                                                                                                                   ---------
                                                                                                                    220,876
                                                                                                                   ---------
                  BOTSWANA (0.3%)
                  COMMON STOCK
           26,700 Sechaba Breweries Ltd. (b)
           
                    CONSUMER NON-DURABLES                                                             
                                                                                                                     33,896
                                                                                                                   --------
                  BRAZIL (12.4%)
                  COMMON STOCK
            9,069 Companhia Energetica de Minas Gerais - CEMIG ADR
           
                    ENERGY                                                                            
                                                                                                                    229,565
            6,000 Companhia Paranaense de Energia - Copel Stet.
            
                    ENERGY                                                                            
                                                                                                                     58,500
          868,000 Companhia Paulista de Forca e Luz-CPFL (a)
          
                    ENERGY                                                                            
                                                                                                                     82,030
            6,000 Companhia Vale do Rio Doce
            
                    ENERGY                                                                            
                                                                                                                     87,430
            2,100 Companhia Vale do Rio Doce
            
                    ENERGY                                                                            
                                                                                                                     30,600
            2,400 Embratel Participacoes SA (a)
            
                    SERVICES                                                                          
                                                                                                                     38,400
          485,000 Telecomunicacaoes do Parana SA - Telepar
          
                    SERVICES                                                                          
                                                                                                                    100,554
            1,000 Telesp Participacoes SA ADR (a)
            
                    SERVICES                                                                          
                                                                                                                     26,750
        1,040,000 Telesp Tel Sao (a)
        
                    SERVICES                                                                          
                                                                                                                     38,275
</TABLE>

    The accompanying notes are an integral part of the financial statements.
                                       13
<PAGE>

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

SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
AS OF NOVEMBER 30, 1998
<TABLE>
<S>                 <C>                   <C>                                                                   <C>
   FACE/SHARE                           SECURITY
     AMOUNT                            DESCRIPTION                                                             VALUE
_____________                                                                                              _____________
                  BRAZIL (CONCLUDED)
                  PREFERRED STOCK
                  
        5,890,000 Banco Bradesco
                    FINANCE                                                                                  $       42,667
                  
           50,000 Banco Itau SA
                    FINANCE                                                                           
                                                                                                                     27,893
                  
          130,000 Companhia Cervejaria Brahma
                    CONSUMER NON-DURABLES                                                             
                                                                                                                     70,142
                  
        7,600,000 Gerdau SA
                    MATERIALS                                                                         
                                                                                                                     74,671
                  
          890,000 Petrol Brasileiro Petrobras
                    ENERGY                                                                            
                                                                                                                    126,719
                  
        8,940,000 Tele Centro Sul Participacoes SA (a)
                    SERVICES                                                                          
                                                                                                                    104,213
                  
        1,690,000 Telecomunicacoes de Sao Paulo SA - Telesp
                    SERVICES                                                                          
                                                                                                                    287,060
                                                                                                                  ---------
                                                                                                                  1,425,469
                                                                                                                  ---------
                  CHILE (3.5%)
                  COMMON STOCK
                  
            5,700 Banco Santander Chile ADR (a)
                    FINANCE                                                                           
                                                                                                                     72,675
                  
            5,200 Chilectra SA ADR
                    ENERGY                                                                            
                                                                                                                    116,457
                  
            4,000 Distribucion y Servicio D&S SA ADR
                    SERVICES                                                                          
                                                                                                                     55,500
                  
            2,000 Embotella Andina ADR
                    CONSUMER NON-DURABLES                                                             
                                                                                                                     28,250
                  
            1,000 Enersis SA - ADR
                    ENERGY                                                                            
                                                                                                                     23,375
                  
              900 Sociedad Quimica y Minera de Chile SA ADR
                    MATERIALS                                                                         
                                                                                                                     34,650
                  
            3,300 Quinenco SA ADR
                    MULTI-INDUSTRY                                                                    
                                                                                                                     31,350
                  
            1,500 Vina Concha Y Toro ADR
                    CONSUMER NON-DURABLES                                                             
                                                                                                                     42,188
                                                                                                                    -------
                                                                                                                    404,445
                                                                                                                    -------

</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                       14
<PAGE>


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

SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
AS OF NOVEMBER 30, 1998
<TABLE>
<S>                                        <C>                                                                  <C>
   FACE/SHARE                           SECURITY
     AMOUNT                            DESCRIPTION                                                             VALUE
  ___________                                                                                               __________


                  CHINA (0.9%)
                  CONVERTIBLE CORPORATE BONDS
 US $    70,000  Huaneng Power International, Inc., 1.75%, 5/21/04
                    ENERGY                                                                                   $       65,975
 US $   128,000   Qingling Motors Ltd, 3.50%, 1/22/02
                    CAPITAL EQUIPMENT                                                                 
                                                                                                                     40,960
                                                                                                                    -------
                                                                                                                    106,935
                                                                                                                    -------
                  CZECH REPUBLIC (1.0%)
                  COMMON STOCK
            
            8,040 SPT Telecom AS (a)
                    SERVICES                                                                          
                                                                                                                    118,630
                                                                                                                    -------
                  EGYPT (2.1%)
                  COMMON STOCK
                  
           13,560 Commercial International Bank GDR
                    FINANCE                                                                           
                                                                                                                    102,717
                  
            6,270 Oriental Weavers Co.
                    CONSUMER DURABLES                                                                 
                                                                                                                    134,057

                                                                                                                   --------
                                                                                                                    236,774
                                                                                                                   --------
                  GREECE (7.4%)
                  COMMON STOCK
                  
            1,140 Alpha Credit Bank
                    FINANCE                                                                           
                                                                                                                    108,483
                  
            7,440 Hellenic Bottling Co. SA
                    CONSUMER NON-DURABLES                                                             
                                                                                                                    199,288
                  
            6,919 Hellenic Telecommunication Organization SA
                    SERVICES                                                                          
                                                                                                                    173,137
                  
            3,100 Intracom SA
                    CAPITAL EQUIPMENT                                                                 
                                                                                                                    159,518
                  
              764 National Bank of Greece SA
                    FINANCE                                                                           
                                                                                                                    137,032
                  
              710 Panafon SA (a)
                    SERVICES                                                                          
                                                                                                                     12,762
                  
            1,700 STET Hellas Telecommunications SA ADR (a)
                    SERVICES                                                                          
                                                                                                                     59,075
                                                                                                                    -------
                                                                                                                    849,295
                                                                                                                    -------
</TABLE>

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

                                       15
<PAGE>



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

 SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
 AS OF NOVEMBER 30, 1998
<TABLE>
<S>                   <C>                  <C>                                                                  <C>   
   FACE/SHARE                           SECURITY
     AMOUNT                            DESCRIPTION                                                             VALUE
   __________                                                                                                 ________
                  
                  HONG KONG (3.6%)
                  COMMON STOCK
                  
           18,000 Cheung Kong Infrastructure Holdings
                    CAPITAL EQUIPMENT                                                                        $       43,123
                  
          159,000 China Resources Beijing Land (a)
                    FINANCE                                                                           
                                                                                                                     43,123
                  
           13,000 China Resources Enterprises Ltd.
                    MULTI-INDUSTRY                                                                    
                                                                                                                     18,972
                  
           63,000 China Telecom (Hong Kong) Ltd. (a)
                    SERVICES                                                                          
                                                                                                                    125,707
                  
           29,000 Ng Fung Hong Ltd.
                    SERVICES                                                                          
                                                                                                                     25,843
                  
          194,000 Shenzhen Expressway Co. Ltd. (a)
                    SERVICES                                                                          
                                                                                                                     46,352

                  CONVERTIBLE CORPORATE BOND
    US  $ 155,000    Cosco Treasury Co. Ltd., 3.50%, 3/13/03    
                                                                                                                    107,918
                    FINANCE                                                                                         --------
                                                                                                                    411,038
                                                                                                                    --------

                  HUNGARY (2.0%)
                  COMMON STOCK
                  
              340 Gedeon Richter RT
                    CONSUMER NON-DURABLES                                                             
                                                                                                                     13,133
                  
            4,600 Matav RT ADR
                    SERVICES                                                                          
                                                                                                                    125,637
                  
            1,700 MOL Magyar Olajes-es Gazipari RT GDR
                    ENERGY                                                                            
                                                                                                                     39,355
                  
            1,320 OTP Bank RT GDR
                    FINANCE                                                                           
                                                                                                                     55,935
                                                                                                                    -------
                                                                                                                    234,060
                                                                                                                    -------
                  INDIA (6.0%)
                  COMMON STOCK
                  
           11,700 ITC Ltd. GDR
                    MULTI-INDUSTRY                                                                    
                                                                                                                    224,055
                  
           10,500 Larsen & Toubro Ltd. GDR
                    MULTI-INDUSTRY                                                                    
                                                                                                                     69,563
                  
           10,100 Mahanagar Telephone Nigam Ltd.
                    SERVICES                                                                          
                                                                                                                    108,070
</TABLE>

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

                                       16
<PAGE>


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

SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
AS OF NOVEMBER 30, 1998
<TABLE>
<S>                                        <C>                                                                  <C>

   FACE/SHARE                           SECURITY
     AMOUNT                            DESCRIPTION                                                             VALUE
   __________                                                                                               _________
                  INDIA (CONCLUDED)
                  COMMON STOCK
                  
           26,400 Reliance Industries Ltd. GDS
                    MATERIALS                                                                                $      134,310
                  
           11,700 State Bank of India
                    FINANCE                                                                           
                                                                                                                     92,137
                  
            5,500 Videsh Sanchar Nigam Ltd. GDR
                    SERVICES                                                                          
                                                                                                                     56,650
                                                                                                                    -------
                                                                                                                    684,785
                                                                                                                    -------

                  INDONESIA (1.7%)
                  COMMON STOCK
                  
            6,000 Gulf Indonesia Resources Ltd. (a)
                    ENERGY                                                                            
                                                                                                                     52,500
                  
           13,000 PT Gudang Garam
                    CONSUMER NON-DURABLES                                                             
                                                                                                                     16,808
                  
           10,000 PT HM Sampoerna (a)
                    CONSUMER NON-DURABLES                                                             
                                                                                                                      6,599
                  
          182,000 PT Indofoods Sukses Makmur (a)
                    CONSUMER NON-DURABLES                                                             
                                                                                                                     90,080
                  
           23,000 PT Indosat ADR
                    SERVICES                                                                          
                                                                                                                     33,145
                                                                                                                    --------
                                                                                                                    199,132
                                                                                                                    --------
                  ISRAEL (5.0%)
                  COMMON STOCK
                  
           20,930 Bank Hapoalim Ltd.
                    FINANCE                                                                           
                                                                                                                     40,146
                  
           51,060 Bank Leumi Le-Israel
                    FINANCE                                                                           
                                                                                                                     70,775
                  
           17,240 Bezeq Israeli Telecommunication Corp. Ltd. (a)
                    SERVICES                                                                          
                                                                                                                     50,302
                  
           10,970 Blue Square-Israel Ltd.
                    SERVICES                                                                          
                                                                                                                    133,697
                  
            2,000 Formula Systems Ltd. ADR (a)
                    SERVICES                                                                          
                                                                                                                     50,000
                  
            5,400 Teva Pharmaceutical Industries Ltd. ADR
                    CONSUMER NON-DURABLES                                                             
                                                                                                                    234,900
                                                                                                                    -------
                                                                                                                    579,820
                                                                                                                    -------
</TABLE>

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

                                       17
<PAGE>

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

SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
AS OF NOVEMBER 30, 1998
<TABLE>
<S>                      <C>              <C>                                                                    <C>


   FACE/SHARE                           SECURITY
     AMOUNT                            DESCRIPTION                                                             VALUE
  ____________                                                                                               __________
                  KOREA, REPUBLIC OF (13.6%)
                  COMMON STOCK
                  
            5,900 Korea Electric Power Corp.
                    ENERGY                                                                                   $      113,644
                  
            3,500 LG Chemical Ltd.
                    MULTI-INDUSTRY                                                                    
                                                                                                                     29,494
                  
           17,608 LG Electronics
                    CONSUMER DURABLES                                                                 
                                                                                                                    174,526
                  
            2,000 Pohang Iron & Steel Co. Ltd.
                    MATERIALS                                                                         
                                                                                                                    113,559
                  
            2,510 SK Corp.
                    ENERGY                                                                            
                                                                                                                     24,778
                  
              123 SK Telecom Co. Ltd.
                    SERVICES                                                                          
                                                                                                                     87,659
                  
            6,226 Samsung Display Devices Co.
                    CONSUMER DURABLES                                                                 
                                                                                                                    226,355
                  
            6,272 Samsung Electronics Co.
                    CONSUMER DURABLES                                                                 
                                                                                                                    335,245
                  
            7,803 Samsung Heavy Industries (a)
                    CAPITAL EQUIPMENT                                                                 
                                                                                                                     43,211
                  RIGHTS
                  
            3,637 Samsung Heavy Industries (a)
                    CAPITAL EQUIPMENT                                                                 
                                                                                                                      4,028
                  
          168,634 Ssangyong Investment & Securities Co. Ltd. (a)
                    FINANCE                                                                           
                                                                                                                    412,787
                                                                                                                  ---------
                                                                                                                  1,565,286
                                                                                                                  ---------
                  LUXEMBOURG (0.4%)
                  COMMON STOCK
                  
            5,000 Quilmes Industrial SA ADR
                    CONSUMER NON-DURABLES                                                             
                                                                                                                     47,187
                                                                                                                     ------
                  MAURITIUS (0.3%)
                  COMMON STOCK
                  
           39,800 State Bank of Mauritius Ltd. (a)
                    FINANCE                                                                           
                                                                                                                     28,583
                                                                                                                     ------
</TABLE>

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

                                       18
<PAGE>


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

SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
AS OF NOVEMBER 30, 1998
<TABLE>
<S>                 <C>                    <C>                                                                  <C>  

   FACE/SHARE                           SECURITY
     AMOUNT                            DESCRIPTION                                                             VALUE
  ___________                                                                                               __________
                  MEXICO (8.9%)
                  COMMON STOCK
                  
           28,000 Cemex SA de CV
                    MATERIALS                                                                                $       67,836
                  
           64,800 Cifra SA de CV (a)
                    SERVICES                                                                          
                                                                                                                     79,628
                  
           63,000 Controladora Comercial Mexicana SA de CV
                    SERVICES                                                                          
                                                                                                                     40,282
                  
           56,000 Fomento Economico Mexica SA de CV
                     CONSUMER NON-DURABLES                                                            
                                                                                                                    129,516
                  
           22,500 Grupo Carso SA de CV
                    MULTI-INDUSTRY                                                                    
                                                                                                                     71,257
                  
           32,100 Grupo Industrial Bimbo SA de CV
                    CONSUMER NON-DURABLES                                                             
                                                                                                                     50,670
                  
           17,400 Grupo Industrial Saltillo SA de CV
                    MATERIALS                                                                         
                                                                                                                     46,240
                  
            9,100 Industrias Penoles SA
                    MATERIALS                                                                         
                                                                                                                     27,910
                  
           21,500 Kimberly Clarke de Mexico SA de CV
                    SERVICES                                                                          
                                                                                                                     57,780
                  
            7,800 Telefonos de Mexico SA ADR
                    SERVICES                                                                          
                                                                                                                    363,188
                  
           13,000 Tubos de Acero de Mexico SA ADR
                    MATERIALS                                                                         
                                                                                                                     91,812
                                                                                                                  ---------
                                                                                                                  1,026,119
                                                                                                                  ---------
                  PERU (2.3%)
                  COMMON STOCK
                  
            7,370 Credicorp Ltd.
                    FINANCE                                                                           
                                                                                                                     81,070
                  
            2,900 Companhia Minas Buenaventura SA ADR
                    MATERIALS                                                                         
                                                                                                                     36,794
                  
           44,000 Minsur SA
                    MATERIALS                                                                         
                                                                                                                     73,251
                  
            5,100 Telefonica del Peru SA ADR
                    SERVICES                                                                          
                                                                                                                     75,544
                                                                                                                    -------
                                                                                                                    266,659
                                                                                                                    -------
</TABLE>

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

                                       19
<PAGE>


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

SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
AS OF NOVEMBER 30, 1998
<TABLE>
<S>                     <C>                <C>                                                                  <C>
   FACE/SHARE                           SECURITY
     AMOUNT                            DESCRIPTION                                                             VALUE
  ___________                                                                                               __________
                  PHILIPPINES (1.9%)
                  COMMON STOCK
                  
          180,000 Ayala Corp.
                    MULTI-INDUSTRY                                                                           $       57,106
                  
           53,000 La Tondena Distillers, Inc.
                    CONSUMER NON-DURABLES                                                             
                                                                                                                     32,284
                  
           24,000 Manila Electric Co. "B" Shares
                    ENERGY                                                                            
                                                                                                                     76,751
                  
            2,000 Metropolitan Bank & Trust Co. (a)
                    FINANCE                                                                           
                                                                                                                     14,087
                  
            1,400 Philippine Long Distance Telephone Co.
                    SERVICES                                                                          
                                                                                                                     36,599
                                                                                                                    -------
                                                                                                                    216,827
                                                                                                                    -------
                  POLAND (2.0%)
                  COMMON STOCK
                  
           20,250 Elektrim Spolka Akcyjna SA
                    MULTI-INDUSTRY                                                                    
                                                                                                                    170,422
                  
           14,060 Telekomunikacja Polska (a)
                    SERVICES                                                                          
                                                                                                                     62,216
                                                                                                                    --------
                                                                                                                    232,638
                                                                                                                    --------
                  RUSSIA (0.6%)
                  COMMON STOCK
                  
            9,110 Surgutneftegaz ADR
                    ENERGY                                                                            
                                                                                                                     32,663
                  
            7,690 Unified Energy Systems GDR
                    ENERGY                                                                            
                                                                                                                     31,302
                                                                                                                     ------
                                                                                                                     63,965
                                                                                                                     ------
                  SOUTH AFRICA (8.4%)
                  COMMON STOCK
                  
           12,000 ABSA Group Ltd.
                    FINANCE                                                                           
                                                                                                                     57,786
                  
            3,640 Anglo American Corp. of South Africa Ltd.
                    FINANCE                                                                           
                                                                                                                    116,685
                  
            2,500 Anglo American Industrial Corp. Ltd.
                    MULTI-INDUSTRY                                                                    
                                                                                                                     44,376
                  
           20,137 Barlow Ltd.
                    MULTI-INDUSTRY                                                                    
                                                                                                                    100,152

</TABLE>

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

                                       20
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<S>                      <C>            <C>                                                                    <C>
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
AS OF NOVEMBER 30, 1998

   FACE/SHARE                           SECURITY
     AMOUNT                           DESCRIPTION                                                             VALUE
  ____________                                                                                               ________ 
                  
                  SOUTH AFRICA (CONCLUDED)
                  COMMON STOCK
                  
           15,100 Ellerine Holdings Ltd.
                    CONSUMER DURABLES                                                                        $       35,826
                  
           77,400 First Rand Ltd.
                    FINANCE                                                                           
                                                                                                                     95,220
           29,000 Illovo Sugar Ltd.
                    CONSUMER NON-DURABLES                                                             
                                                                                                                     29,561
                1 LA Retail Stores Ltd.
                    CONSUMER NON-DURABLES                                                             
                                                                                                                          1
          115,000 Malbak Ltd.
                    MATERIALS                                                                         
                                                                                                                     52,548
                  
          105,400 Metro Cash and Carry Ltd.
                    SERVICES                                                                          
                                                                                                                     70,390
                  
           13,000 Rembrandt Group Ltd.
                    MULTI-INDUSTRY                                                                    
                                                                                                                     84,649
                  
           14,900 Sappi Ltd.
                    MATERIALS                                                                         
                                                                                                                     68,346
                  
           16,600 Sasol Ltd.
                    MULTI-INDUSTRY                                                                    
                                                                                                                     64,620
                  
            4,495 South African Breweries, Ltd.
                    SERVICES                                                                          
                                                                                                                     76,080
                  
           14,800 South African Druggists Ltd.
                    MATERIALS                                                                         
                                                                                                                     72,829
                                                                                                                    -------
                                                                                                                    969,069
                                                                                                                    -------
                  TAIWAN (6.4%)
                  COMMON STOCK
                  
            9,000 Asustek Computer, Inc. (a)
                    CAPITAL EQUIPMENT                                                                 
                                                                                                                     76,316
                  
           25,000 Cathay Life Insurance Co.
                    SERVICES                                                                          
                                                                                                                     90,962
                  
          165,000 China Steel Corp.
                    MATERIALS                                                                         
                                                                                                                    107,351
                  
           36,000 Nan Ya Plastics Corp. (a)
                    MATERIALS                                                                         
                                                                                                                     53,504
                  
           30,000 Siliconware Precision Industries Co. (a)
                    CAPITAL EQUIPMENT                                                                 
                                                                                                                     57,815
                  
           56,000 Taiwan Semiconductor Manufacturing Co. (a)
                    CAPITAL EQUIPMENT                                                                 
                                                                                                                    135,549
</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                       21
<PAGE>

- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<S>                      <C>              <C>                                                                  <C>
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
AS OF NOVEMBER 30, 1998

   FACE/SHARE                           SECURITY
     AMOUNT                            DESCRIPTION                                                             VALUE
  ____________                                                                                                ________ 
                  TAIWAN (CONCLUDED)
                  CONVERTIBLE CORPORATE BOND
     US $ 185,000   Nan Ya Plastics Corp., 1.75%,  7/19/01
                    MATERIALS                                                                                $      210,438
                                                                                                                    -------
                  THAILAND (1.9%)                                                                                   731,935
                  COMMON STOCK                                                                                      -------
                  
            5,000 Advanced Info Service Public Co. Ltd. (a)
                    SERVICES                                                                          
                                                                                                                     29,086
                  
           19,000 Electricity Generating Public Co. Ltd. (a)
                    ENERGY                                                                            
                                                                                                                     50,526
                  
            6,000 PTT Exploration & Production Public Co. Ltd. (a)
                    ENERGY                                                                            
                                                                                                                     48,199
                  
            2,500 Siam Cement Public Co. Ltd. (a)
                    MATERIALS                                                                         
                                                                                                                     52,355
                  
           15,000 Siam Makro Public Co. Ltd.
                    CONSUMER NON-DURABLES                                                             
                                                                                                                     31,163
                  
           10,000 TelecomAsia Corp. Public Co. Ltd. (a)
                    SERVICES                                                                          
                                                                                                                      4,640
                                                                                                                    -------
                                                                                                                    215,969
                                                                                                                    -------
                  TURKEY (0.8%)
                  COMMON STOCK
                  
        1,528,375 Akbank T.A.S.
                    FINANCE                                                                           
                                                                                                                     31,222
                  
        2,991,300 Dogan Yayin Holdings AS (a)
                    FINANCE                                                                           
                                                                                                                     14,538
                  
          982,800 Netas Telekomunik (a)
                    CAPITAL EQUIPMENT                                                                 
                                                                                                                     18,782
                  
          265,510 Vestel Elektronik Sanayi ve Ticanet AS (a)
                    CONSUMER NON-DURABLES                                                             
                                                                                                                     25,807
                                                                                                                     ------
                                                                                                                     90,349
                                                                                                                     ------
                  ZIMBABWE (0.2%)
                  COMMON STOCK
                  
        1,000,000 Econet Wireless Holdings (a)
                    SERVICES                                                                          
                                                                                                                     24,226
                                                                                                                     ------
</TABLE>

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

                                       22
<PAGE>

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

SCHEDULE OF INVESTMENTS (UNAUDITED) (CONCLUDED)  
AS OF NOVEMBER 30, 1998                                                 Value
                                                                       -------- 
 TOTAL INVESTMENTS (95.5%) (COST $11,052,557)                    $    10,983,967
                                                                      ----------
 OTHER ASSETS LESS LIABILITIES (4.5%)            
                                                                         519,604
                                                                      ----------
 TOTAL NET ASSETS (100.0%)                                       $    11,503,571
                                                                      ==========
 (a)  Non-income producing security.
 (b) Illiquid security.
 ADR- American Depository Receipts.
 GDR - Global Depository Receipts.
 GDS - Global Depository Shares.


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

                   FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
                                CONTRACTS TO SELL
     CONTRACT                                                                      UNDERLYING FACE       APPRECIATION/
       DATE        CURRENCY                                                        AMOUNT OF VALUE       (DEPRECIATION)
                                                            UNITS
- ----------------------------------------------------------------------------------------------------------------------------
     2/5/99       Brazilian Cruzeiro                       242,520                     194,874                  (6,874)
     2/22/99      Hong Kong Dollar                       1,400,000                     180,600                  (6,036)
    12/15/98      Polish Zloty                             151,400                      43,948                  (3,948)
                                                                                    -------------------------------------
                                                                                       419,422                   (16,858)
                                                                                    -------------------------------------
</TABLE>

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


                                       23
<PAGE>


- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<S>                 <C>                                                                                           <C>
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1998 (UNAUDITED)


ASSETS:
      Investments (Note 2):
         Investments at cost                                                                                $    11,052,557
         Net unrealized appreciation (depreciation)                                                    
                                                                                                                   (68,590)
                                                                                                      ----------------------

                            Total Investments at value                                                 
                                                                                                                 10,983,967

      Cash                                                                                             
                                                                                                                    349,662
      Foreign currency (cost $96,462)                                                                  
                                                                                                                     96,603
      Receivable from administrator                                                                    
                                                                                                                     34,535
      Receivable for dividends and interest                                                            
                                                                                                                     61,274
      Receivable for investments sold                                                                  
                                                                                                                    141,083
      Organization costs, net of amortization (Note 2)                                                 
                                                                                                                        762
                                                                                                      ----------------------

                               Total Assets                                                            
                                                                                                                 11,667,886
                                                                                                      ----------------------

LIABILITIES:
      Payable for investments purchased                                                                
                                                                                                                    110,724
      Payable for forward foreign currency contracts                                                   
                                                                                                                     16,858
      Payable to subadministrator (Note 3)                                                             
                                                                                                                        708
      Accrued expenses and other liabilities                                                           
                                                                                                                     36,025
                                                                                                      ----------------------

                               Total Liabilities                                                       
                                                                                                                    164,315
                                                                                                      ----------------------

                               Net Assets                                                                   $    11,503,571
                                                                                                      ======================
</TABLE>

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


                                       24
<PAGE>


- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<S>                                     <C>                                                                            <C>
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 1998 (UNAUDITED)


INVESTMENT INCOME:
      Dividend income (net of foreign withholding tax of $6,907)                                              $      98,853
      Interest income                                                                                   
                                                                                                                     50,611
                                                                                                       ---------------------
                               Total Investment Income                                                  
                                                                                                                    149,464
                                                                                                       ---------------------

EXPENSES:
      Investment advisory  (Note 3)                                                                     
                                                                                                                     63,973
      Administration  (Note 3)                                                                          
                                                                                                                      6,397
      Subadministration (Note 3)                                                                        
                                                                                                                     12,500
      Interestholder recordkeeping (Note 3)                                                             
                                                                                                                      6,125
      Custody                                                                                           
                                                                                                                     55,750
      Accounting  (Note 3)                                                                              
                                                                                                                     37,000
      Legal                                                                                             
                                                                                                                      1,604
      Audit                                                                                             
                                                                                                                     14,204
      Pricing services                                                                                  
                                                                                                                      6,646
      Trustees                                                                                          
                                                                                                                        758
      Amortization of organization costs (Note 2)                                                       
                                                                                                                         97
      Miscellaneous                                                                                     
                                                                                                                        446
                                                                                                       ---------------------
                               Total Expenses                                                           
                                                                                                                    205,500
      Fees waived and expenses reimbursed (Note 6)                                                      
                                                                                                                  (112,607)
                                                                                                       ---------------------
                               Net Expenses                                                             
                                                                                                                     92,893
                                                                                                       ---------------------

NET INVESTMENT INCOME (LOSS)                                                                            
                                                                                                                     56,571
                                                                                                       ---------------------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
      AND FOREIGN CURRENCY TRANSACTIONS:
      Net realized gain (loss) on investments                                                           
                                                                                                                (4,836,204)
      Net realized gain (loss) on foreign currency transactions                                         
                                                                                                                   (41,171)
                                                                                                       ---------------------
             Net realized gain (loss) on investments and foreign currency
                  transactions currency transactions
                                                                                 
                                                                                                                (4,877,375)
                                                                                                       ---------------------

      Net change in unrealized appreciation (depreciation) on investments                               
                                                                                                                  2,261,068
      Net change in unrealized appreciation (depreciation) on foreign
         currency transactions                                                                          
                                                                                                                       (25)
                                                                                                       ---------------------
                            Net change in unrealized appreciation (depreciation)
                                  investments and foreign currency transactions                       
                                                                                                                  2,261,043
                                                                                                       ---------------------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
      AND FOREIGN CURRENCY TRANSACTIONS                                                                 
                                                                                                                (2,616,332)
                                                                                                       ---------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                            $    (2,559,761)
                                                                                                       =====================
</TABLE>

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


                                       25
<PAGE>


- --------------------------------------------------------------------------------
SCHRODER EM CORE PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<S>                      <C>                                                        <C>                       <C>
STATEMENT OF CHANGES IN NET ASSETS

                                                                                 FOR THE SIX             FOR THE PERIOD
                                                                                MONTHS ENDED                  ENDED
                                                                                NOVEMBER 30,              MAY 31, 1998
                                                                              1998 (UNAUDITED)              (NOTE 1)
                                                                            ----------------------    ----------------------
NET ASSETS, BEGINNING OF PERIOD                                                  $26,730,035                 $     -  
                                                                            ----------------------    ----------------------

OPERATIONS:
   Net investment income (loss)                                                                        
                                                                                           56,571                   210,351
   Net realized gain (loss) on investments                                                             
                                                                                      (4,877,375)                 (518,984)
   Net change in unrealized appreciation (depreciation) on investments                                 
                                                                                        2,261,043               (2,346,562)
                                                                            ----------------------    ----------------------
   Net increase (decrease) in net assets resulting from operations                                     
                                                                                      (2,559,761)               (2,655,195)
                                                                            ----------------------    ----------------------

TRANSACTIONS IN INVESTORS' BENEFICIAL INTEREST:
   Contributions                                                                                       
                                                                                        3,165,981                39,419,804
   Withdrawals                                                                                         
                                                                                     (15,832,684)              (10,034,574)
                                                                            ----------------------    ----------------------
   Net transactions from investors' beneficial interest                                                
                                                                                     (12,666,703)                29,385,230
                                                                            ----------------------    ----------------------
   Net increase (decrease) in net assets                                                               
                                                                                     (15,226,464)                26,730,035
                                                                            ----------------------    ----------------------

NET ASSETS, END OF PERIOD                                                         $    11,503,571           $    26,730,035
                                                                           ======================    ======================


                                                                                FOR THE SIX              FOR THE PERIOD
                                                                                MONTHS ENDED                  ENDED
                                                                                 NOVEMBER 30,              MAY 31, 1998
                                                                              1998 (UNAUDITED)               (NOTE 1)
                                                                          ----------------------    ----------------------
FINANCIAL HIGHLIGHTS
Portfolio performance for the following periods:
   Net Assets at End of Period (in thousands)                                             $11,504                   $26,730
   Ratios to Average Net Assets:
       Expenses including reimbursement/waiver of fees (a)                                  1.45%                     1.45%
       Expenses excluding reimbursement/waiver of fees (a)                                  3.21%                     2.38%
       Net investment income (loss) including reimbursement/
        waiver of fees (a)                                                                  0.88%                     1.35%
   Portfolio Turnover Rate                                                                 75.15%                    22.97%


- ------------------------------
(a)  Annualized.

</TABLE>

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


                                       26
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOVEMBER 30, 1998

NOTE 1.  ORGANIZATION

         Schroder  Capital Funds  ("Schroder  Core") was organized as a Delaware
business trust on September 7, 1995.  Schroder  Core,  which is registered as an
open-end management  investment company under the Investment Company Act of 1940
(the "Act"), currently has eight investment portfolios.  Included in this report
is Schroder EM Core  Portfolio  (the  "Portfolio"),  which is a  non-diversified
portfolio  that  commenced  operations  on  October  30,  1997.  Under its Trust
Instrument,  Schroder  Core is  authorized  to  issue  an  unlimited  number  of
interests  without par value.  Interests in the  Portfolio  are sold without any
sales charge in private placement transactions to qualified investors, including
open-end management investment companies.

NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES

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

         The following  represents the  significant  accounting  policies of the
Portfolio:

SECURITY VALUATION
         Portfolio securities listed on recognized stock exchanges are valued at
the last  reported  sale  price on the  exchange  on which  the  securities  are
principally traded. Listed securities traded on recognized stock exchanges where
last sale  prices  are not  available  are  valued at the last sale price on the
preceding  trading day or at the mean of the  closing  bid and ask  ("mid-market
price"). Securities traded in over-the-counter markets, or listed securities for
which no trade is reported on the valuation  date, are valued at the most recent
reported mid-market price. Prices used for valuations  generally are provided by
independent pricing services. Domestic short-term investments, having a maturity
of 60 days or less,  are valued at amortized  cost,  which  approximates  market
value.  Foreign  short-term  investments are valued at the current market price,
then marked to market to recognize  any gain or loss on the  transaction.  Other
securities and assets for which market  quotations are not readily available are
valued at fair value as determined  in good faith using methods  approved by the
Schroder  Core's Board of Trustees.  As of November 30, 1998,  the Portfolio did
not hold a position in any fair valued securities.

SECURITY TRANSACTIONS AND INVESTMENT INCOME
         Investment  transactions  are  accounted  for on trade  date.  Dividend
income is  recorded on  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 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 or 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.


                                       27
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (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  portfolio.  Expenses that are directly  attributable  to more
than one portfolio are allocated  among the respective  portfolios in proportion
to each portfolio's net assets.

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

NOTE 3.  INVESTMENT ADVISORY AND OTHER SERVICES

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

ADMINISTRATOR AND SUBADMINISTRATOR
         The  administrator  of the  Portfolio is Schroder  Fund  Advisors  Inc.
("Schroder  Advisors") which entitles Schroder Advisors to receive  compensation
at an annual rate,  payable monthly,  of 0.10% of the Portfolio's  average daily
net  assets.  The  subadministrator  of the  Portfolio  is Forum  Administrative
Services,  LLC ("FAdS").  FAdS is entitled to receive  compensation at an annual
rate,  payable monthly,  of 0.075% of the Portfolio's  average daily net assets,
subject to an annual minimum of $25,000 for its services.

OTHER SERVICE PROVIDERS
         Forum Accounting  Services,  LLC ("FAcS") performs portfolio accounting
services  for the  Portfolio  and is  entitled to receive  compensation  for its
services in the amount of $60,000 per year,  plus certain other  charges,  based
upon the  number  and  types  of  portfolio  transactions.  FAcS  also  provides
interestholder  record  keeping  services to the Portfolio for which it receives
$12,000 per year, plus certain other charges.


                                       28
<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONCLUDED)

NOTE 4.  PURCHASES AND SALES OF SECURITIES

         The  cost of  securities  purchased  and the  proceeds  from  sales  of
securities (excluding  short-term  securities) for the period ended November 30,
1998, were $9,062,966 and $19,491,649, respectively.

         For federal income tax purposes, the tax basis of investment securities
owned  as of  November  30,  1998,  was  $11,052,557,  and  the  net  unrealized
depreciation  of  investment   securities  was  $68,590.   The  aggregate  gross
unrealized  appreciation  for all  securities  in which  there  was an excess of
market value over tax cost was $1,486,041,  and the aggregate  gross  unrealized
depreciation  for all  securities  in which there was an excess of tax cost over
market value was $1,554,631.

NOTE 5.  FEDERAL TAXES

         The  Portfolio  is not  required to pay  federal  income tax on its net
investment  income and net capital gain  because it is treated as a  partnership
for federal income tax purposes.  All interest,  dividends,  gain or loss of the
Portfolio  is  deemed  to  have  been  "passed   through"  to  the   Portfolio's
interestholders in proportion to their holdings of the Portfolio,  regardless of
whether such interest, dividends or gain has been distributed by the Portfolio.

       Under the applicable foreign tax law, a withholding tax may be imposed on
interest, dividends, and capital gains at various rates.

NOTE 6.  WAIVER OF FEES AND REIMBURSEMENT OF EXPENSES

     For the period ended November 30, 1998, SCMI,  Schroder Advisors,  and FAdS
voluntarily  waived  fees of  $63,973,  $6,397,  and  $7,702,  respectively.  In
addition, Schroder Advisors reimbursed expenses in the amount of $34,535.

NOTE 7.  CONCENTRATION OF RISK

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


                                       29
<PAGE>


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


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

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

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

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

COUNSEL
Ropes & Gray
One International Place
Boston, Massachusettes 02110

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




This report is for the information of the shareholders
of the Schroder  Emerging Markets Fund.  Its use in
connection  with any offering of the Fund's shares is
authorized  only in case of a concurrent or prior delivery
of the Fund's current prospectus.




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