SCHRODER CAPITAL FUNDS /DELAWARE/, 485BPOS, 1999-09-30

SCHRODER CAPITAL FUNDS /DELAWARE/
485BPOS, 1999-09-30

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<PAGE>

As filed with the Securities and Exchange Commission on September 30, 1999
File Nos. 2-34215 and 811-1911

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No.75

AND REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 55

SCHRODER CAPITAL FUNDS (DELAWARE)
(formerly Schroder Capital Funds, Inc.)
P.O. Box 351, Boston, MA 02101

Michael E. Gillespie, Esq.
State Street Bank and Trust Company
P.O. Box 1713
Boston, MA 02105

Copies to:
Timothy W. Diggins, Esq.
Ropes & Gray
One International Place,
Boston, Massachusetts 02110

Carin Muhlbaum, Esq.
Schroder Investment Management North America Inc.
787 Seventh Avenue, 34th Floor
New York, New York 10019

It is proposed that this filing will become effective:
/X/ immediately upon filing pursuant to Rule 485, paragraph (b)
/ / on _________________ pursuant to Rule 485, paragraph (b)
/ / 60 days after filing pursuant to Rule 485, paragraph (a)(1)
/ / on _________________ pursuant to Rule 485, paragraph (a)(1)
/ / 75 days after filing pursuant to Rule 485, paragraph (a)(2)
/ / on _________________ pursuant to Rule 485, paragraph (a)(2)
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

INFORMATION CONTAINED IN PARTS A AND B OF THE AMENDMENT RELATES ONLY TO THE
FOLLOWING SERIES OF THE TRUST: SCHRODER INTERNATIONAL FUND, SCHRODER EMERGING
MARKETS FUND, SCHRODER INTERNATIONAL SMALLER COMPANIES FUND, SCHRODER GREATER
CHINA FUND, SCHRODER U.S. DIVERSIFIED GROWTH FUND, SCHRODER U.S. SMALLER
COMPANIES FUND, AND SCHRODER MICRO CAP FUND; NO SUCH INFORMATION RELATING TO
ANY OTHER SERIES OF THE TRUST IS AMENDED OR SUPERSEDED HEREBY.

<PAGE>

[LOGO]

PROSPECTUS
INVESTOR SHARES
OCTOBER 1, 1999

WAITING FOR ART

Schroder International Fund
- ---------------------------------------------------------------------------

Schroder Emerging Markets Fund
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Schroder International Smaller Companies Fund
- ---------------------------------------------------------------------------

Schroder Greater China Fund
- ---------------------------------------------------------------------------

Schroder U.S. Diversified Growth Fund
- ---------------------------------------------------------------------------

Schroder U.S. Smaller Companies Fund
- ---------------------------------------------------------------------------

Schroder Micro Cap Fund
- ---------------------------------------------------------------------------

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

<PAGE>

[LOGO]

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

PROSPECTUS

OCTOBER 1, 1999

SCHRODER CAPITAL FUNDS (DELAWARE)
INVESTOR SHARES

This Prospectus describes seven mutual funds offered by Schroder Capital Funds
(Delaware). The Trust offers Investor Shares of the Funds in this Prospectus.

SCHRODER INTERNATIONAL FUND seeks long-term capital appreciation through
investment in securities markets outside the United States.

SCHRODER EMERGING MARKETS FUND seeks long-term capital appreciation. The
Fund invests primarily in equity securities of issuers domiciled or doing
business in emerging market countries in regions such as Southeast Asia,
Latin America, and Eastern and Southern Europe.

SCHRODER INTERNATIONAL SMALLER COMPANIES FUND seeks long-term capital
appreciation through investment in securities markets outside the United
States. The Fund invests primarily in equity securities of companies with
market capitalizations of $1.5 billion or less.

SCHRODER GREATER CHINA FUND seeks long-term growth of capital. The Fund
invests primarily in common stocks and other securities of issuers domiciled
or doing business in China, Hong Kong SAR, and Taiwan.

SCHRODER U.S. DIVERSIFIED GROWTH FUND seeks growth of capital. The Fund
invests in equity securities of companies in the United States.

SCHRODER U.S. SMALLER COMPANIES FUND seeks capital appreciation. The Fund
invests in equity securities of issuers domiciled in the United States with
market capitalizations of $1.5 billion or less.

SCHRODER MICRO CAP FUND seeks long-term capital appreciation. The Fund
invests in equity securities of issuers domiciled in the United States with
market capitalizations in the bottom third of companies in the Russell 2000
Growth Index or of $300 million or less. (Shares of Schroder Micro Cap Fund
are not currently being offered to the public generally, and may be
purchased only by existing shareholders and by employees of Schroder
Investment Management North America Inc. and its affiliates.)

Schroder Investment Management North America Inc. ("Schroder") manages the
Funds. You can call the Trust at (800) 464-3108 to find out more about these
Funds and other funds in the Schroder family.

This Prospectus explains what you should know about the Funds before you invest.
Please read it carefully.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
PAGE
---------
SUMMARY INFORMATION......................................................... 3
Schroder International Fund............................................... 3
Schroder Emerging Markets Fund............................................ 5
Schroder International Smaller Companies Fund............................. 7
Schroder Greater China Fund............................................... 8
Schroder U.S. Diversified Growth Fund..................................... 10
Schroder U.S. Smaller Companies Fund...................................... 11
Schroder Micro Cap Fund................................................... 12
FEES AND EXPENSES........................................................... 14
OTHER INVESTMENT STRATEGIES AND RISKS....................................... 16
MANAGEMENT OF THE FUNDS..................................................... 19
HOW THE FUNDS' SHARES ARE PRICED............................................ 22
HOW TO BUY SHARES........................................................... 22
HOW TO SELL SHARES.......................................................... 24
EXCHANGES................................................................... 25
DIVIDENDS AND DISTRIBUTIONS................................................. 25
TAXES....................................................................... 25
YEAR 2000 DISCLOSURE........................................................ 26
FINANCIAL HIGHLIGHTS........................................................ 27
</TABLE>

2
<PAGE>
SUMMARY INFORMATION

The Funds offered by Schroder Capital Funds (Delaware) provide a broad range of
investment choices. This summary identifies each Fund's investment objective,
principal investment strategies, and principal risks. A Fund's investment
objective may not be changed without shareholder approval. The investment
policies of each Fund may, unless otherwise specifically stated, be changed by
the Trustees of the Trust without a vote of the shareholders.

For a discussion of recent market and portfolio developments affecting each
Fund's performance, see the Funds' most recent financial reports. You can call
the Trust at (800) 464-3108 to request a free copy of the financial reports.

The Trust also offers Advisor Shares, which have lower investment minimums and
higher fees and expenses, of all of the Funds (other than Schroder Micro Cap
Fund) in a separate prospectus.

SCHRODER INTERNATIONAL FUND
INVESTMENT OBJECTIVE. Long-term capital appreciation through investment in
securities markets outside the United States.

PRINCIPAL INVESTMENTS. The Fund normally invests at least 65% of its total
assets in equity securities of companies domiciled outside of the United States,
and will invest in securities of companies domiciled in at least three countries
other than the United States. The Fund invests in a variety of equity
securities, including common and preferred stocks, securities convertible into
common and preferred stocks, and warrants to purchase common and preferred
stocks.

INVESTMENT STRATEGIES. The Fund normally invests a substantial portion of its
assets in countries included in the Morgan Stanley Capital International EAFE
Index, which is a market weighted index of companies representative of the
market structure of certain developed market countries in Europe, Australia,
Asia, and the Far East.

The Fund invests in issuers that Schroder believes offer the potential for
capital growth. In identifying candidates for investment, Schroder considers a
variety of factors, including the issuer's likelihood of above average earnings
growth, the securities' attractive relative valuation, and whether the issuer
has any proprietary advantages. Securities generally are sold when they reach
fair valuation or when significantly more attractive investment candidates
become available.

The Fund also may do the following:

- Invest in securities of issuers domiciled or doing business in "emerging
market" countries.

- Invest in securities of closed-end investment companies that invest
primarily in foreign securities.

PRINCIPAL RISKS.

- FOREIGN SECURITIES. Investments in foreign securities entail risks not
present in domestic investments including, among others, risks related to
political or economic instability, foreign currency

3
<PAGE>

(such as exchange, valuation, and fluctuation risks), and taxation.
Additionally, because the Fund invests in foreign securities, it is
subject to the risk that foreign issuers or other foreign entities may
not have adequately prepared their computer systems to address the "Year
2000" problem, which could have an adverse impact on the foreign
securities markets generally and therefore reduce the value of the Fund's
portfolio investments.
- EQUITY SECURITIES. Another risk of investing in the Fund is the risk that
the value of the equity securities in the portfolio will fall, or will
not appreciate as anticipated by Schroder, due to factors that adversely
affect markets generally or particular companies in the portfolio.
- GEOGRAPHIC CONCENTRATION. There is no limit on the amount of the Fund's
assets that may be invested in securities of issuers domiciled in any one
country. To the extent that the Fund invests a substantial amount of its
assets in one country, it will be more susceptible to the political and
economic developments and market fluctuations in that country than if it
invested in a more geographically diversified portfolio.
- EMERGING MARKETS. The Fund may invest in "emerging market" countries
whose securities markets may experience heightened levels of volatility.
The risks of investing in emerging markets include greater political and
economic uncertainties than in foreign developed markets, currency
transfer restrictions, a more limited number of potential buyers, and an
emerging market country's dependence on revenue from particular
commodities or international aid. Additionally, the securities markets
and legal systems in emerging market countries may only be in a
developmental stage and may provide few, or none, of the advantages or
protections of markets or legal systems available in more developed
countries. Emerging market countries may experience extremely high levels
of inflation, which may adversely affect those countries' economies and
securities markets.
The bar chart and table below provide some indication of the risks of investing
in the Fund by showing the variability of its returns and comparing the Fund's
performance to a broad measure of market performance. Fund returns are based on
performance of all the Fund's Investor Shares.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN
<S> <C>
1989 22.13%
1990 -11.41%
1991 4.62%
1992 -4.01%
1993 45.72%
1994 -0.27%
1995 11.57%
1996 9.93%
1997 3.34%
1998 13.52%
Calendar Year End
</TABLE>

The year-to-date return for the period ended June 30, 1999 was 6.89%. During the
periods shown above, the highest quarterly return was 18.20% for the quarter
ended September 30, 1989, and the lowest was -19.79% for the quarter ended
September 30, 1990.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS ONE FIVE TEN
(FOR PERIODS ENDING DECEMBER 31, 1998) YEAR YEARS YEARS
<S> <C> <C> <C>
Schroder International Fund 13.52% 7.49% 8.55%
Morgan Stanley Capital International EAFE Index* 20.06% 9.33% 5.73%
</TABLE>

* The Morgan Stanley Capital International EAFE Index is a market weighted index
composed of companies representative of the market structure of 20 developed
market countries in Europe, Australia, Asia and the Far East, and reflects
dividends net of non-recoverable withholding tax.

4
<PAGE>
SCHRODER EMERGING MARKETS FUND

INVESTMENT OBJECTIVE. To seek long-term capital appreciation.

PRINCIPAL INVESTMENTS. The Fund normally invests at least 65% of its total
assets in equity securities of companies determined by Schroder to be "emerging
market" issuers. The Fund may invest the remaining 35% of its assets in
securities of issuers located anywhere in the world. The Fund invests in a
variety of equity securities, including common and preferred stocks, securities
convertible into common and preferred stocks, and warrants to purchase common
and preferred stocks.

INVESTMENT STRATEGIES. The Fund invests primarily in equity securities of
issuers domiciled or doing business in "emerging market" countries in regions
such as Southeast Asia, Latin America, and Eastern and Southern Europe.
"Emerging market" countries are countries not included at the time of investment
in the Morgan Stanley International World Index of major world economies.
Economies currently in the Index include: Australia, Austria, Belgium, Canada,
Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, the
Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden,
Switzerland, the United Kingdom, and the United States. Schroder may at times
determine based on its own analysis that an economy included in the Index should
nonetheless be considered an emerging market country, in which case that country
would constitute an emerging market country for purposes of the Fund's
investments. The Fund normally will invest in at least three countries other
than the United States.

The Fund invests in issuers and countries that Schroder believes offer the
potential for capital growth. In identifying candidates for investment, Schroder
considers a variety of factors, including the issuer's likelihood of above
average earnings growth, the securities' attractive relative valuation, and
whether the issuer has any proprietary advantages. In addition, Schroder takes
into account the risk of local political and/or economic instability and the
liquidity of local markets. Securities generally are sold when they reach fair
valuation or when significantly more attractive investment candidates become
available.

The Fund also may do the following:

- Invest in securities of closed-end investment companies that invest
primarily in foreign securities.

- Invest up to 35% of its assets in debt securities, including junk bonds,
which entail certain risks.

- Invest up to 5% of its assets in sovereign debt securities that are in
default.

PRINCIPAL RISKS.

- EMERGING MARKETS. The Fund may invest in "emerging market" countries
whose securities markets may experience heightened levels of volatility.
The risks of investing in emerging markets include greater political and
economic uncertainties than in foreign developed markets, currency
transfer restrictions, a more limited number of potential buyers, and an
emerging market country's dependence on revenue from particular
commodities or international aid. Additionally, the securities markets
and legal systems in emerging market countries may only be in a
developmental stage and may provide few, or none, of the advantages or
protections of markets or legal systems available in more developed
countries. Emerging market countries may experience extremely high levels
of inflation, which may adversely affect those countries' economies and
securities markets.

- FOREIGN SECURITIES. Investments in foreign securities entail risks not
present in domestic investments including, among others, risks related to
political or economic instability, foreign currency (such as exchange,
valuation and fluctuation risks), and taxation. Additionally, because the
Fund invests in foreign securities, it is subject to the risk that
foreign issuers or other foreign entities may not have adequately
prepared their computer systems to address the "Year 2000" problem, which
could have an adverse impact on the foreign securities markets generally
and therefore reduce the value of the Fund's portfolio investments.

5
<PAGE>

- GEOGRAPHIC CONCENTRATION. There is no limit on the amount of the Fund's
assets that may be invested in securities of issuers domiciled in any one
country. To the extent that the Fund invests a substantial amount of its
assets in one country, it will be more susceptible to the political and
economic developments and market fluctuations in that country than if it
invested in a more geographically diversified portfolio.

- NON-DIVERSIFIED MUTUAL FUND. The Fund is a "non-diversified" mutual fund,
and may invest its assets in a more limited number of issuers than may
diversified investment companies. To the extent the Fund focuses on fewer
issuers, its risk of loss increases if the market value of a security
declines or if an issuer is not able to meet its obligations.

- JUNK BONDS. Securities rated below investment grade ("junk bonds") lack
outstanding investment characteristics and have speculative
characteristics and are subject to greater credit and market risks than
higher-rated securities. The ratings of junk bonds reflect a greater
possibility that adverse changes in the financial condition of the issuer
or in general economic conditions, or an unanticipated rise in interest
rates, may impair the ability of the issuer to make payments of interest
and principal. If this were to occur, the values of securities held by
the Fund may become more volatile.

- EQUITY SECURITIES. Another risk of investing in the Fund is the risk that
the value of the equity securities in the portfolio will fall, or will
not appreciate as anticipated by Schroder, due to factors that adversely
affect markets generally or particular companies in the portfolio.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN
<S> <C>
1998 -16.53%
Calendar Year End
</TABLE>

The year-to-date return for the period ended June 30, 1999 was 45.81%. During
the periods shown above, the highest quarterly return was 24.47% for the quarter
ended December 31, 1998, and the lowest was -21.26% for the quarter ended June
30, 1998.

<TABLE>
<CAPTION>
LIFE OF FUND
AVERAGE ANNUAL TOTAL RETURNS ONE (SINCE
(FOR PERIODS ENDING DECEMBER 31, 1998) YEAR 10/30/97)
<S> <C> <C>
Schroder Emerging Markets Fund -16.53% -13.94%
Morgan Stanley Capital International Emerging Markets Free
Index* -24.29% -20.99%
</TABLE>

* The Morgan Stanley Capital International Emerging Markets Free Index is an
unmanaged market capitalization index of companies representative of the
market structure of 26 emerging countries in Europe, Latin America and the
Pacific Basin. The Index reflects actual buyable opportunities for the
non-domestic investor by taking into account local market restrictions on
share ownership by foreigners.

6
<PAGE>
SCHRODER INTERNATIONAL SMALLER COMPANIES FUND

INVESTMENT OBJECTIVE. Long-term capital appreciation through investment in
securities markets outside the United States.

PRINCIPAL INVESTMENTS. The Fund normally invests at least 65% of its total
assets in equity securities of smaller companies (with market capitalizations of
$1.5 billion or less at the time of investment) domiciled outside the United
States. The Fund invests in a variety of equity securities, including common and
preferred stocks, securities convertible into common and preferred stocks, and
warrants to purchase common and preferred stocks.

INVESTMENT STRATEGIES. In selecting investments for the Fund, Schroder considers
a number of factors, including the company's potential for long-term growth,
financial condition, sensitivity to cyclical factors, the relative value of the
company's securities (compared to that of other companies and to the market as a
whole), and the extent to which the company's management owns equity in the
company. The Fund will invest in securities of issuers domiciled in at least
three countries other than the United States, and may, although it does not
currently, invest in the securities of issuers domiciled or doing business in
emerging market countries. Securities generally are sold when they reach fair
valuation or when significantly more attractive investment candidates become
available.

The Fund invests in small capitalization companies that Schroder believes offer
the potential for capital growth. In doing so, Schroder considers, among other
things, an issuer's likelihood of above average earnings growth, the securities'
attractive relative valuation, and whether the issuer has any proprietary
advantages.

The Fund also may do the following:

- Invest in closed-end funds that invest primarily in foreign securities.

- Invest in securities of issuers domiciled or doing business in emerging
market countries.

PRINCIPAL RISKS.

- SMALL COMPANIES. The Fund invests primarily in small companies, which
tend to be more vulnerable to adverse developments than larger companies.
Small companies may have limited product lines, markets, or financial
resources, or may depend on a limited management group. Their securities
may trade infrequently and in limited volumes. As a result, the prices of
these securities may fluctuate more than the prices of securities of
larger, more widely traded companies. Also, there may be less publicly
available information about small companies or less market interest in
their securities as compared to larger companies, and it may take longer
for the prices of the securities to reflect the full value of their
issuers' earnings potential or assets.

- GEOGRAPHIC CONCENTRATION. There is no limit on the amount of the Fund's
assets that may be invested in securities of issuers domiciled in any one
country. To the extent that the Fund invests a

7
<PAGE>
substantial amount of its assets in one country, it will be more
susceptible to the political and economic developments and market
fluctuations in that country than if it invested in a more geographically
diversified portfolio.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN
<S> <C>
1997 -14.13%
1998 25.98%
Calendar Year End
</TABLE>

The year-to-date return for the period ended June 30, 1999 was 35.84%. During
the periods shown above, the highest quarterly return was 20.25% for the quarter
ended March 31, 1998, and the lowest was -15.41% for the quarter ended September
30, 1998.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS ONE LIFE OF FUND
(FOR PERIODS ENDING DECEMBER 31, 1998) YEAR (SINCE 11/4/96)
<S> <C> <C>
Schroder International Smaller Companies Fund 25.98% 3.31%
Salomon Smith Barney Extended Market Index (EPAC Region)* 14.14% 0.93%
</TABLE>

* The Salomon Smith Barney Extended Market Index (EPAC Region) (EMI EPAC) is an
unmanaged benchmark, representing the portion of the Salomon Smith Barney
Broad Market Index related to companies with small index capitalization in
approximately 22 European and Pacific Basin countries. The Salomon Smith
Barney EMI EPAC represents the smallest companies in each country based on
total market capital having in the aggregate 20% of the cumulative available
market capital in such country.

SCHRODER GREATER CHINA FUND

INVESTMENT OBJECTIVE. To seek long-term growth of capital.

PRINCIPAL INVESTMENTS. The Fund normally invests at least 65% of its total
assets in securities of companies located in China, Hong Kong SAR, and Taiwan.
Schroder will consider an issuer of securities to be located in China, Hong Kong
SAR, or Taiwan if it is organized under the laws of China, Hong Kong SAR, or
Taiwan (or any political subdivision thereof); its primary securities trading
market is in China, Hong Kong SAR, or Taiwan; at least 50% of the issuer's
revenues or profits are derived from goods produced or sold, investments made,
or services performed in China, Hong Kong SAR, or Taiwan; or at least 50% of its
assets are situated in China, Hong Kong SAR, or Taiwan.

INVESTMENT STRATEGIES. The Fund invests in a variety of equity securities,
including common and preferred stocks, securities convertible into common and
preferred stocks, and warrants to purchase common or preferred stocks.

8
<PAGE>
The Fund may also do the following:

- Engage in a variety of transactions involving the use of options and
futures contracts.

- Engage in currency exchange transactions relating to Chinese and
Taiwanese currencies.

- Invest in closed-end investment companies.

PRINCIPAL RISKS.

- INVESTMENT IN CHINA, HONG KONG SAR, AND TAIWAN. Investment in China, Hong
Kong SAR, and Taiwan entails significant risks. China is a communist
country, and there can be no assurance that economic or market reforms
that have occurred in recent years will continue, or that they will not
be scaled back. In particular, it is possible that political instability,
including changes of leadership at various levels of government within
China or a political reaction against capitalism, will lead to economic
uncertainty or to changes in economic or market conditions which are
adverse to investments in securities of issuers organized or doing
business in China. Additionally, relations between China and certain
other Asian nations have historically been unfriendly and at times
hostile. Increased hostility between China and such nations would likely
have an adverse impact on the values of the Fund's investments in China.

China gained control of Hong Kong in July 1997. Changes in Hong Kong's
political, economic, or market conditions as a result of China's control
could adversely affect the value of the Fund's investments in issuers
organized or doing business in Hong Kong.

Continuing hostility between China and Taiwan, over which China continues
to claim sovereignty, may have an adverse impact on the values of the
Fund's investments in either China or Taiwan, or make investment in
either China or Taiwan impracticable or impossible. The escalation of
hostility between China and Taiwan would likely have a significant
adverse impact on the value of the Fund's investments in both countries.

- FOREIGN SECURITIES. Investments in foreign securities entail risks not
present in domestic investments including, among other things, risks
related to political or economic instability, foreign currency (such as
exchange, valuation and fluctuation risks), and taxation. Additionally,
because the Fund invests in foreign securities, it is subject to the risk
that foreign issuers or other foreign entities may not have adequately
prepared their computer systems to address the "Year 2000" problem, which
could have an adverse impact on the foreign securities markets generally
and therefore reduce the value of the Fund's portfolio investments.

- SMALL COMPANIES. The Fund may invest a substantial portion of its assets
in small companies (I.E., companies with market capitalizations below $1
billion), which tend to be more vulnerable to adverse developments than
larger companies. Small companies may have limited product lines,
markets, or financial resources, or may depend on a limited management
group. Their securities may trade infrequently and in limited volumes. As
a result, the prices of these securities may fluctuate more than the
prices of securities of larger, more widely traded companies. Also, there
may be less publicly available information about small companies or less
market interest in their securities as compared to larger companies, and
it may take longer for the prices of the securities to reflect the full
value of their issuers' earnings potential or assets.

- GEOGRAPHIC CONCENTRATION. Because the Fund's investments will be
concentrated in securities of issuers located in China, Hong Kong SAR,
and Taiwan, the Fund will be more susceptible to the political and
economic developments and market fluctuations in those countries than if
it invested in a geographically more diversified portfolio.

- NON-DIVERSIFIED FUND. The Fund is a "non-diversified" mutual fund, and
may invest its assets in a more limited number of issuers than may other
diversified investment companies. At such times, the Fund's risk of loss
increases if the market value of a security declines or if an issuer is
not able to meet its obligations.

9
<PAGE>
- EQUITY SECURITIES. Another risk of investing in the Fund is the risk that
the value of the equity securities in the portfolio will fall, or will
not appreciate as anticipated by Schroder, due to factors that adversely
affect markets in general or particular companies in the portfolio.

- DEBT SECURITIES. The Fund invests in debt securities, which are subject
to market risk (the fluctuation of market value in response to changes in
interest rates) and to credit risks (the risk that the issuer may become
unable or unwilling to make timely payments of principal and interest).

SCHRODER U.S. DIVERSIFIED GROWTH FUND
(FORMERLY, SCHRODER U.S. EQUITY FUND)

INVESTMENT OBJECTIVE. To seek growth of capital.

PRINCIPAL INVESTMENTS. The Fund normally invests substantially all of its assets
in equity securities of companies in the United States. The Fund invests in a
variety of equity securities including common and preferred stocks and warrants
to purchase common and preferred stocks. The Fund normally invests in securities
of companies with market capitalizations of more than $3 billion (at the time of
investment).

INVESTMENT STRATEGIES. The Fund may invest in companies that Schroder believes
offer the potential for capital growth. For example, the Fund may invest in
companies whose earnings are believed to be in a relatively strong growth trend,
companies with a proprietary advantage, or companies that are in industry
segments that are experiencing rapid growth. The Fund also may invest in
companies in which significant further growth is not anticipated but whose
market value per share is thought to be undervalued. The Fund may invest in
relatively less well-known companies that meet any of these characteristics or
other characteristics identified by Schroder.

PRINCIPAL RISK.

- EQUITY SECURITIES. The principal risks of investing in the Fund include
the risk that the value of the equity securities in the portfolio will
fall, or will not appreciate as anticipated by Schroder, due to factors
that adversely affect particular companies in the portfolio and/or the
U.S. equities market in general.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN
<S> <C>
1989 24.42%
1990 -4.00%
1991 38.28%
1992 15.23%
1993 12.50%
1994 -5.21%
1995 28.03%
1996 21.48%
1997 23.33%
1998 21.94%
Calendar Year End
</TABLE>

The year-to-date return for the period ended June 30, 1999 was 13.06%. During
the periods shown above, the highest quarterly return was 26.48% for the quarter
ended December 31, 1998, and the lowest was -15.40% for the quarter ended
September 30, 1998.

10
<PAGE>

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS ONE FIVE TEN
(FOR PERIODS ENDING DECEMBER 31, 1998) YEAR YEARS YEARS
<S> <C> <C> <C>
Schroder U.S. Diversified Growth Fund 21.94% 17.25% 16.84%
Standard & Poor's 500 Index* 28.58% 21.37% 16.02%
</TABLE>

* The Standard & Poor's 500 Index is a market value weighted composite index of
500 large capitalization U.S. companies and reflects the reinvestment of
dividends.

SCHRODER U.S. SMALLER COMPANIES FUND

INVESTMENT OBJECTIVE. Capital appreciation.

PRINCIPAL INVESTMENTS. The Fund invests at least 65% of its total assets in
equity securities of companies in the United States that have (at the time of
investment) market capitalizations of $1.5 billion or less. The Fund also may
invest in equity securities of larger companies and in debt securities, if
Schroder believes such investments are consistent with the Fund's investment
objective. The Fund invests in a variety of equity securities including common
and preferred stocks, securities convertible into common and preferred stocks,
and warrants to purchase common and preferred stocks.

INVESTMENT STRATEGIES. In selecting investments for the Fund, Schroder seeks to
identify securities of companies with strong management that it believes can
generate above average earnings growth, and are selling at favorable prices in
relation to book values and earnings. The Fund intends to invest no more than
25% of its total assets in securities of small companies that, together with
their predecessors, have been in operation for less than three years.

PRINCIPAL RISKS.

- SMALL COMPANIES. The Fund invests primarily in small companies, which
tend to be more vulnerable to adverse developments than larger companies.
Small companies may have limited product lines, markets, or financial
resources, or may depend on a limited management group. Their securities
may trade less frequently and in limited volumes. As a result, the prices
of these securities may fluctuate more than the prices of securities of
larger, more widely traded companies. Also, there may be less publicly
available information about small companies or less market interest in
their securities as compared to larger companies, and it may take longer
for the price of the securities to reflect the full value of their
issuers' earnings potential or assets.

- EQUITY SECURITIES. Another risk of investing in the Fund is the risk that
the value of the equity securities in the portfolio will fall, or will
not appreciate as anticipated by Schroder, due to factors that adversely
affect particular companies in the portfolio and/or the U.S. equities
market in general.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN
<S> <C>
1994 4.45%
1995 49.08%
1996 22.29%
1997 26.86%
1998 -9.23%
Calendar Year End
</TABLE>

11
<PAGE>

The year-to-date return for the period ended June 30, 1999 was 7.42%. During the
periods shown above, the highest quarterly return was 18.60% for the quarter
ended June 30, 1997, and the lowest was -23.27% for the quarter ended September
30, 1998.

<TABLE>
<CAPTION>
LIFE OF FUND
AVERAGE ANNUAL TOTAL RETURNS ONE FIVE (SINCE
(FOR PERIODS ENDING DECEMBER 31, 1998) YEAR YEARS 8/6/93)
<S> <C> <C> <C>
Schroder U.S. Smaller Companies Fund -9.23% 17.00% 18.04%
Russell 2000 Index* -2.55% 10.28% 11.12%
</TABLE>

* The Russell 2000 Index is a market capitalization weighted broad based index
of 2000 small capitalization U.S. companies.

SCHRODER MICRO CAP FUND

SHARES OF SCHRODER MICRO CAP FUND ARE NOT CURRENTLY BEING OFFERED TO THE PUBLIC
GENERALLY, AND MAY BE PURCHASED ONLY BY EXISTING SHAREHOLDERS AND BY EMPLOYEES
OF SCHRODER AND ITS AFFILIATES. SCHRODER MAY RECOMMEND AT ANY TIME THAT A MORE
GENERAL OFFERING OF THE FUND'S SHARES BE RESUMED.

INVESTMENT OBJECTIVE. Long-term capital appreciation.

PRINCIPAL INVESTMENTS. The Fund normally invests at least 65% of its total
assets in equity securities of micro cap companies domiciled in the United
States. A micro cap company is a company with, at the time of initial
investment, a market capitalization in the bottom one-third of companies in the
Russell 2000 Growth Index (measured by capitalization), or with a market
capitalization of $300 million or less. The Fund invests in a variety of equity
securities including common and preferred stocks, securities convertible into
common and preferred stocks, and warrants to purchase common and preferred
stocks.

INVESTMENT STRATEGIES. Schroder seeks to identify securities of companies that
it believes offer the potential for long-term capital appreciation, based on
novel, superior or niche products or services, operating characteristics,
quality of management, an entrepreneurial management team, companies that have
gone public in recent years, opportunities provided by mergers, divestitures or
new management, or other factors. The Fund may invest in securities of small,
unseasoned companies, as well as securities of more established companies. Up to
35% of the Fund's assets may comprise other investments, including equity
securities of larger capitalization companies, if Schroder believes that such
investments are warranted to achieve the Fund's investment objective.

The Fund also may do the following:

- Invest, to a limited degree, in non-convertible debt securities, when
Schroder believes that such investments are warranted to achieve the
Fund's investment objective.

- Sell securities short and then borrow those same securities from a broker
or other institution to complete the sale (a "short sale").

- Engage in a variety of transactions involving the use of options and
futures contracts, including index options and index futures contracts,
primarily for hedging purposes.

- Invest in closed-end funds that invest primarily in micro cap securities.

- Purchase securities of a company in the company's initial public offering
of securities.

PRINCIPAL RISKS.

12
<PAGE>
there may be less publicly available information about small companies or
less market interest in their securities as compared to larger companies,
and it may take longer for the prices of the securities to reflect the
full value of their issuers' earning potential or assets.

- EQUITY SECURITIES. Another risk of investing in the Fund is the risk that
the value of the equity securities in the portfolio will fall, or will
not appreciate as anticipated by Schroder, due to factors that adversely
affect particular companies in the portfolio and/or the U.S. equities
market in general.

- INITIAL PUBLIC OFFERINGS (IPO'S). The Fund may purchase securities of
companies in initial public offerings of their securities. Such
investments are subject generally to the risks described above under
"Small Companies." Such securities have no trading history, and
information about such companies may be available for very limited
periods. Only a small portion of the securities being offered in an
initial public offering may be made available to the Fund, which may be
less than the Fund might otherwise wish to buy. Under certain market
conditions, very few, if any, companies may determine to make initial
public offerings of their securities. The investment performance of the
Fund during periods when it is unable to invest in initial public
offerings may be lower than during periods when the Fund is able to do
so. The prices of securities sold in initial public offerings can be
highly volatile.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN
<S> <C>
1998 63.04%
Calendar Year End
</TABLE>

The year-to-date return for the period ending June 30, 1999, was 41.30%. During
the periods shown above, the highest quarterly return was 26.11% for the quarter
ended March 31, 1998, and the lowest was -2.85% for the quarter ended September
30, 1998.

<TABLE>
<CAPTION>
LIFE OF FUND
AVERAGE ANNUAL TOTAL RETURNS PAST ONE (SINCE
(FOR PERIODS ENDING DECEMBER 31, 1998) YEAR 10/15/97)
<S> <C> <C>
Schroder Micro Cap Fund 63.04% 59.29%
Russell 2000 Index* -2.55% -7.34%
</TABLE>

* The Russell 2000 Index is a market capitalization weighted broad based index
of 2000 small capitalization U.S. companies.

13
<PAGE>
FEES AND EXPENSES

THESE TABLES DESCRIBE THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
INVESTOR SHARES OF THE FUNDS.

SHAREHOLDER FEES (paid directly from your investment):

<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases...................... None
Maximum Deferred Sales Load.................................. None
Maximum Sales Load Imposed on Reinvested Dividends........... None
Redemption Fee............................................... None
Exchange Fee................................................. None
</TABLE>

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets):

<TABLE>
<CAPTION>
SCHRODER SCHRODER SCHRODER
SCHRODER INTERNATIONAL SCHRODER U.S. U.S.
SCHRODER EMERGING SMALLER GREATER DIVERSIFIED SMALLER SCHRODER
INTERNATIONAL MARKETS COMPANIES CHINA GROWTH COMPANIES MICRO CAP
FUND FUND FUND FUND FUND FUND FUND
------------ --------- ------------ --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Management Fees(1).......... 0.71%(3) 1.25% 1.10% 1.15% 0.75% 0.75% 1.50%
Distribution (12b-1) Fees... None None None None None None None
Other Expenses.............. 0.33% 9.49% 4.16% 1.09%(4) 1.10% 0.70% 1.77%
------ --------- ------ --------- ---------- ---------- ---------
Total Annual Fund Operating
Expenses................... 1.04% 10.74% 5.26% 2.24% 1.85% 1.45% 3.27%
Fee Waiver and/or Expense
Limitations(2)............. 0.05% 9.04% 3.76% 0.24% 0.35% 0% 1.27%
------ --------- ------ --------- ---------- ---------- ---------
Net Expenses................ 0.99%(2) 1.70%(2) 1.50%(2) 2.00%(2) 1.50%(2) 1.45% 2.00%(2)
</TABLE>

(1) Management Fees include both investment advisory fees and fees paid for
fund administration.

(2) The Net Expenses shown above reflect the effect of contractually imposed
expense limitations and/or fee waivers on the Total Annual Fund Operating
Expenses of the Funds, which are in effect until October 1, 2000 in the
case of Funds with a May 31 fiscal year end, and until March 1, 2000 in the
case of Funds with an October 31 fiscal year end.

(3) The Expense information for Schroder International Fund has been restated
to reflect current Management Fees. Prior to June 1, 1999, the Fund paid
Management Fees of 0.675%.

(4) Certain fees and expenses have been estimated for Schroder Greater China
Fund, which has not completed a full fiscal year.

14
<PAGE>
EXAMPLE

This Example is intended to help you compare the cost of investing in a Fund
with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in Investor Shares of a Fund for the
time periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment earns a 5% return each
year and that the Fund's Total Annual Fund Operating Expenses remain the same as
those set forth above (absent the noted Fee Waiver and/or Expense Limitation).
Your actual costs may be higher or lower. Based on these assumptions, your costs
would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Schroder International Fund* $ 107 $ 333 $ 577 $ 1,276
Schroder Emerging Markets Fund* $ 1,101 $ 3,108 $ 4,881 $ 8,462
Schroder International Smaller Companies Fund* $ 525 $ 1,572 $ 2,613 $ 5,192
Schroder Greater China Fund* $ 230 $ 708 $ 1,212 $ 2,597
Schroder U.S. Diversified Growth Fund* $ 188 $ 582 $ 1,001 $ 2,169
Schroder U.S. Smaller Companies Fund $ 149 $ 462 $ 797 $ 1,745
Schroder Micro Cap Fund* $ 335 $ 1,022 $ 1,732 $ 3,612
</TABLE>

* Assuming that each of these Fund's operating expenses remain the same as
Net Expenses set forth above, based on the other assumptions described
above, your costs would be as follows for 1 year, 3 years, 5 years, and 10
years, respectively:

Schroder International Fund -- $101, $317, $549, and $1,217.

Schroder Emerging Markets Fund -- $174, $540, $930, and $2,021.

Schroder International Smaller Companies Fund -- $153, $474, $818, and
$1,791.

Schroder Greater China Fund -- $205, $633, 1,087, and 2,345.

Schroder U.S. Diversified Growth Fund -- $153, $474, $818, and $1,791.

Schroder Micro Cap Fund -- $205, $633, $1,087, and $2,345.

15
<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS

A Fund may not achieve its objective in all circumstances. The following
provides more detail about the Funds' principal risks and the circumstances
which could adversely affect the value of a Fund's shares or its total return or
yield. It is possible to lose money by investing in the Funds.

RISKS OF INVESTING IN THE FUNDS

FOREIGN SECURITIES. Except as otherwise noted in this Prospectus, there is no
limit on the amount of a Fund's assets that may be invested in foreign
securities. Investments in foreign securities entail certain risks. There may be
a possibility of nationalization or expropriation of assets, confiscatory
taxation, political or financial instability, and diplomatic developments that
could affect the value of a Fund's investments in certain foreign countries.
Since foreign securities normally are denominated and traded in foreign
currencies, the value of the Fund's assets may be affected favorably or
unfavorably by currency exchange rates, currency exchange control regulations,
foreign withholding taxes, and restrictions or prohibitions on the repatriation
of foreign currencies. There may be less information publicly available about a
foreign issuer than about a U.S. issuer, and foreign issuers are not generally
subject to accounting, auditing, and financial reporting standards and practices
comparable to those in the United States. The securities of some foreign issuers
are less liquid and at times more volatile than securities of comparable U.S.
issuers. Foreign brokerage commissions and other fees are also generally higher
than in the United States. Foreign settlement procedures and trade regulations
may involve certain risks (such as delay in payment or delivery of securities or
in the recovery of a Fund's assets held abroad) and expenses not present in the
settlement of domestic investments.

In addition, legal remedies available to investors in certain foreign countries
may be more limited than those available to investors in the United States or in
other foreign countries. The willingness and ability of foreign governmental
entities to pay principal and interest on government securities depends on
various economic factors, including the issuer's balance of payments, overall
debt level, and cash-flow considerations related to the availability of tax or
other revenues to satisfy the issuer's obligations. If a foreign governmental
entity defaults on its obligations on the securities, a Fund may have limited
recourse available to it. The laws of some foreign countries may limit a Fund's
ability to invest in securities of certain issuers located in those countries.

If a Fund purchases securities denominated in foreign currencies, a change in
the value of any such currency against the U.S. dollar will result in a change
in the U.S. dollar value of the Fund's assets and the Fund's income available
for distribution. Officials in foreign countries may from time to time take
actions in respect of their currencies which could significantly affect the
value of a Fund's assets denominated in those currencies or the liquidity of
such investments. For example, a foreign government may unilaterally devalue its
currency against other currencies, which would typically have the effect of
reducing the U.S. dollar value of investments denominated in that currency. A
foreign government may also limit the convertibility or repatriation of its
currency or assets denominated in its currency, which would adversely affect the
U.S. dollar value and liquidity of investments denominated in that currency. In
addition, although at times most of a Fund's income may be received or realized
in these currencies, the Fund will be required to compute and distribute its
income in U.S. dollars. As a result, if the exchange rate for any such currency
declines after the Fund's income has been earned and translated into U.S.
dollars but before payment to shareholders, the Fund could be required to
liquidate portfolio securities to make such distributions. Similarly, if a Fund
incurs an expense in U.S. dollars and the exchange rate declines before the
expense is paid, the Fund would have to convert a greater amount of U.S. dollars
to pay for the expense at that time than it would have had to convert at the
time the Fund incurred the expense. A Fund may buy or sell foreign currencies
and options and futures contracts on foreign currencies for hedging purposes in
connection with its foreign investments.

16
<PAGE>
Special tax considerations apply to foreign securities. In determining whether
to invest in debt securities of foreign issuers, Schroder considers the likely
impact of foreign taxes on the net yield available to the Fund and its
shareholders. Income received by a Fund from sources within foreign countries
may be reduced by withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. Any such taxes paid by a Fund will reduce its income
available for distribution to shareholders. In certain circumstances, a Fund may
be able to pass through to shareholders credits for foreign taxes paid.

DEBT SECURITIES. To a limited extent, all of the Funds may invest in debt
securities. Debt securities are subject to the risk of fluctuation of market
value in response to changes in interest rates and the risk that the issuer may
default on the timely payment of principal and interest. Also, to a limited
extent, all of the Funds may invest in junk bonds, which are lower-quality,
high-yielding debt securities rated below Baa or BBB by Moody's Investors
Service Inc. or Standard & Poor's Rating Group (or, if they are unrated, which
Schroder believes to be of comparable quality). See the Statement of Additional
Information for further descriptions of securities ratings assigned by Moody's
and Standard & Poor's. Lower-rated debt securities are predominantly speculative
and tend to be more susceptible than other debt securities to adverse changes in
the financial condition of the issuer, general economic conditions, or an
unanticipated rise in interest rates, which may affect an issuer's ability to
pay interest and principal. This would likely make the values of the securities
held by a Fund more volatile and could limit the Fund's ability to liquidate its
securities. Changes in the ratings of any fixed-income security and in the
perceived ability of an issuer to make payments of interest and principal also
may affect the value of these investments.

U.S. GOVERNMENT SECURITIES. U.S. Government securities include a variety of
securities that differ in their interest rates, maturities, and dates of issue.
Securities issued or guaranteed by agencies or instrumentalities of the U.S.
Government may or may not be supported by the full faith and credit of the
United States or by the right of the issuer to borrow from the U.S. Treasury.

RISKS OF SMALLER CAPITALIZATION COMPANIES. Schroder International Smaller
Companies Fund, Schroder U.S. Smaller Companies Fund, Schroder Greater China
Fund, and Schroder Micro Cap Fund invest in companies that are smaller and less
well-known than larger, more widely held companies. Small and mid-cap companies
may offer greater opportunities for capital appreciation than larger companies,
but may also involve certain special risks. They are more likely than larger
companies to have limited product lines, markets or financial resources, or to
depend on a small, inexperienced management group. Securities of smaller
companies may trade less frequently and in lesser volume than more widely held
securities and their values may fluctuate more sharply than other securities.
They may also trade in the over-the-counter market or on a regional exchange, or
may otherwise have limited liquidity. These securities may therefore be more
vulnerable to adverse developments than securities of larger companies and the
Funds may have difficulty establishing or closing out their securities positions
in smaller companies at prevailing market prices. Also, there may be less
publicly available information about smaller companies or less market interest
in their securities as compared to larger companies, and it may take longer for
the prices of the securities to reflect the full value of their issuers'
earnings potential or assets.

OTHER INVESTMENT STRATEGIES AND TECHNIQUES

In addition to the principal investment strategies described in the Summary
Information section above, the Funds may at times use the strategies and
techniques described below, which involve certain special risks. This Prospectus
does not attempt to disclose all of the various investment techniques and types
of securities that Schroder might use in managing the Funds. As in any mutual
fund, investors must rely on the professional investment judgment and skill of
the Fund's adviser.

17
<PAGE>

exchange markets. These forces are affected by the international balance of
payments and other political, economic and financial conditions, which may be
difficult to predict. A Fund may engage in currency exchange transactions to
protect against unfavorable fluctuations in exchange rates.

In particular, a Fund may enter into foreign currency exchange transactions to
protect against a change in exchange rates that may occur between the date on
which the Fund contracts to trade a security and the settlement date
("transaction hedging") or in anticipation of placing a trade ("anticipatory
hedging"); to "lock in" the U.S. dollar value of interest and dividends to be
paid in a foreign currency; or to hedge against the possibility that a foreign
currency in which portfolio securities are denominated or quoted may suffer a
decline against the U.S. dollar ("position hedging").

From time to time, a Fund's currency hedging transactions may call for the
delivery of one foreign currency in exchange for another foreign currency and
may at times involve currencies in which its portfolio securities are not then
denominated ("cross hedging"). A Fund may also engage in "proxy" hedging,
whereby the Fund would seek to hedge the value of portfolio holdings denominated
in one currency by entering into an exchange contract on a second currency, the
valuation of which Schroder believes correlates to the value of the first
currency.

Schroder may buy or sell currencies in "spot" or forward transactions. "Spot"
transactions are executed contemporaneously on a cash basis at the
then-prevailing market rate. A forward currency contract is an obligation to
purchase or sell a specific currency at a future date (which may be any fixed
number of days from the date of the contract agreed upon by the parties) at a
price set at the time of the contract. Forward contracts do not eliminate
fluctuations in the underlying prices of securities and expose the Fund to the
risk that the counterparty is unable to perform.

A Fund incurs foreign exchange expenses in converting assets from one currency
to another. Although there is no limit on the amount of any Fund's assets that
may be invested in foreign currency exchange and foreign currency forward
contracts, each Fund may enter into such transactions only to the extent
necessary to effect the hedging transactions described above. Suitable foreign
currency hedging transactions may not be available in all circumstances and
there can be no assurance that a Fund will utilize hedging transactions at any
time.

SECURITIES LOANS, REPURCHASE AGREEMENTS, AND FORWARD COMMITMENTS. Each Fund
(other than Schroder International Fund and Schroder U.S. Diversified Growth
Fund) may lend portfolio securities to broker-dealers up to one-third of the
Fund's total assets. Each Fund (other than Schroder U.S. Diversified Growth
Fund) may also enter into repurchase agreements without limit. These
transactions must be fully collateralized at all times, but involve some risk to
a Fund if the other party should default on its obligation and the Fund is
delayed or prevented from recovering the collateral. Each Fund may also enter
into contracts to purchase securities for a fixed price at a future date beyond
customary settlement time, which may increase its overall investment exposure
and involves a risk of loss if the value of the securities declines prior to the
settlement date.

SHORT SALES (SCHRODER MICRO CAP FUND). When Schroder anticipates that the price
of a security will decline, it may sell the security short and borrow the same
security from a broker or other institution to complete the sale. The Fund may
make a profit or incur a loss depending upon whether the market price of the
security decreases or increases between the date of the short sale and the date
on which the Fund must replace the borrowed security. An increase in the value
of a security sold short by the Fund over the price at which it was sold short
will result in a loss to the Fund, and there can be no assurance that the Fund
will be able to close out the position at any particular time or at an
acceptable price.

18
<PAGE>
shareholder in an investment company, a Fund would bear its ratable share of the
investment company's expenses, including advisory and administrative fees, and
would at the same time continue to pay its own fees and expenses.

DERIVATIVE INVESTMENTS. Instead of investing directly in the types of portfolio
securities described in the Summary Information, each Fund may buy or sell a
variety of "derivative" investments to gain exposure to particular securities or
markets, in connection with hedging transactions, and to increase total return.
These may include options, futures, and indices, for example. Derivatives
involve the risk that they may not work as intended due to unanticipated
developments in market conditions or other causes. Also, derivatives often
involve the risk that the other party to the transaction will be unable to meet
its obligations or that the Fund will be unable to close out the position at any
particular time or at an acceptable price.

ZERO-COUPON BONDS. Each Fund which may invest in debt securities may invest in
zero-coupon bonds. Zero-coupon bonds are issued at a significant discount from
face value and pay interest only at maturity rather than at intervals during the
life of the security. Zero-coupon bonds allow an issuer to avoid the need to
generate cash to meet current interest payments and, as a result, may involve
greater credit risks than bonds that pay interest currently. A Fund investing in
zero-coupon bonds is required to distribute the income on these securities as
the income accrues, even though the Fund is not receiving the income in cash on
a current basis. Thus, the Fund may have to sell other investments, including
when it may not be advisable to do so, to make income distributions.

PORTFOLIO TURNOVER. The length of time a Fund has held a particular security is
not generally a consideration in investment decisions. The investment policies
of a Fund may lead to frequent changes in the Fund's investments, particularly
in periods of volatile market movements. A change in the securities held by a
Fund is known as "portfolio turnover." Portfolio turnover generally involves
some expense to a Fund, including brokerage commissions or dealer mark-ups and
other transaction costs on the sale of securities and reinvestment in other
securities. Such sales may increase the amount of capital gains (and, in
particular, short-term gains) realized by the Funds, on which shareholders pay
tax.

OTHER INVESTMENTS. The Funds may also invest in other types of securities and
utilize a variety of investment techniques and strategies that are not described
in this Prospectus. These securities and techniques may subject the Funds to
additional risks. Please see the Statement of Additional Information for
additional information about the securities and investment techniques described
in this Prospectus and about additional techniques and strategies that may be
used by the Funds.

MANAGEMENT OF THE FUNDS

The Trust is governed by a Board of Trustees, which has retained Schroder to
manage the investments of each Fund. Subject to the control of the Trustees,
Schroder also manages the Funds' other affairs and business.

Subject to the direction and control of Schroder, Schroder Investment Management
International Limited (SIMIL), an affiliate of Schroder, serves as subadviser to
Schroder International Smaller Companies Fund pursuant to an Investment
Subadvisory Agreement among Schroder, SIMIL and that Fund.

19
<PAGE>

Schroder (itself or its predecessors) has been an investment manager since 1962,
and currently serves as investment adviser to the Funds and a broad range of
institutional investors. As of June 30, 1999, Schroder Capital Management
International Inc. and Schroder Capital Management Inc. (the corporate
predecessors to Schroder) together with their United Kingdom affiliate, Schroder
Capital Management International Limited, had approximately $36.5 billion in
assets under management. Schroder's address is 787 Seventh Avenue, New York, New
York 10019, and its telephone number is (212) 641-3900. SIMIL has been
registered as a U.S. investment adviser since 1998, and as of March 31, 1999 had
under management assets of approximately $36.3 billion. SIMIL's address is 31
Gresham Street, London, United Kingdom, EC2V 7QA.

INVESTMENT ADVISORY FEES PAID BY THE FORMER RELATED PORTFOLIOS. Prior to June 1,
1999 each of the Funds, except Schroder U.S. Diversified Growth Fund, Schroder
Micro Cap Fund and Schroder Greater China Fund, invested substantially all of
its investable assets in a separate portfolio (each a "Former Related
Portfolio") of Schroder Capital Funds. For the fiscal year ended October 31,
1998 (May 31, 1999, in the case of Schroder U.S. Smaller Companies Portfolio and
Schroder EM Core Portfolio), each Former Related Portfolio paid investment
advisory fees to Schroder at the following annual rates (based on the average
net assets of each Former Related Portfolio taken separately). INTERNATIONAL
EQUITY FUND (THE FORMER RELATED PORTFOLIO OF SCHRODER INTERNATIONAL FUND):
0.43%; SCHRODER EM CORE PORTFOLIO (THE FORMER RELATED PORTFOLIO OF SCHRODER
EMERGING MARKETS FUND): 1.00%; SCHRODER INTERNATIONAL SMALLER COMPANIES
PORTFOLIO: 0.00%; and SCHRODER U.S. SMALLER COMPANIES PORTFOLIO: 0.60%.

Pursuant to the Investment Subadvisory Agreement, Schroder pays SIMIL a monthly
fee at the annual rate of 0.25% of the average daily net assets of Schroder
International Smaller Companies Fund.

INVESTMENT ADVISORY FEES PAID BY SCHRODER U.S. DIVERSIFIED GROWTH FUND AND
SCHRODER MICRO CAP FUND. For the fiscal year ended October 31, 1998, SCHRODER
U.S. DIVERSIFIED GROWTH FUND paid investment advisory fees to Schroder at the
annual rate of 0.45% of its average net assets. For the fiscal year ended May
31, 1999, SCHRODER MICRO CAP FUND paid investment advisory fees to Schroder at
the annual rate of 1.25% of the Fund's average net assets.

EXPENSE LIMITATIONS AND WAIVERS. In order to limit the Funds' expenses, Schroder
is contractually obligated to reduce its compensation (and, if necessary, to pay
certain other Fund expenses) until October 1, 2000 (in the case of Funds with a
May 31 fiscal year end) and until March 1, 2000 (in the case of Funds with an
October 31 fiscal year end) to the extent that each Fund's total operating
expenses attributable to its Investor Shares exceed the following annual rates
(based on the average net assets of each Fund taken separately): SCHRODER
INTERNATIONAL FUND: 0.99%; SCHRODER EMERGING MARKETS FUND: 1.70%; SCHRODER
INTERNATIONAL SMALLER COMPANIES FUND: 1.50%; SCHRODER GREATER CHINA FUND: 2.00%;
SCHRODER U.S. DIVERSIFIED GROWTH FUND: 1.50%; and SCHRODER U.S. SMALLER
COMPANIES FUND: 1.49%; and SCHRODER MICRO CAP FUND: 2.00%. Schroder has
contractually agreed that, in any event, the advisory fees paid to it by
Schroder U.S. Diversified Growth Fund through May 31, 2000 will be limited to
0.65% of the Fund's average daily net assets. Schroder is contractually
obligated through May 31, 2000 to waive 0.10% of the advisory fees payable by
Schroder International Smaller Companies Fund.

20
<PAGE>

decisions for Schroder International Smaller Companies Fund are made by an
investment committee. The following portfolio managers have had primary
responsibility for making investment decisions for the Funds since the years
shown below. Their recent professional experience is also shown.

<TABLE>
<CAPTION>
FUND/PORTFOLIO PORTFOLIO MANAGER SINCE RECENT PROFESSIONAL EXPERIENCE
- ------------------------ ------------------------ ------------------------ ---------------------------------
<S> <C> <C> <C>
Schroder International Michael Perelstein 1997 Employed as an investment
Fund professional at Schroder since
1997. Mr. Perelstein is also Vice
President of the Trust and of
Schroder Capital Funds and
Schroder Capital Funds II, and a
Director and Senior Investment
Officer of Schroder. Prior to
joining Schroder, Mr. Perelstein
was a Managing Director at
MacKay-Shields Financial Corp.
from March 1993 to November 1996.

Schroder Emerging John Troiano Inception (1997) Employed as an investment
Markets Fund professional at Schroder since
1986. Mr. Troiano is the Chief
Executive and a Director of
Schroder, and a Vice President of
the Trust and of Schroder Capital
Funds.

Heather Crighton Inception (1997) Employed as an investment
professional at Schroder since
1993. Ms. Crighton is a Director
and a Senior Vice President of
Schroder.

Mark Bridgeman Inception (1997) Employed as an investment
professional at Schroder since
1990. Mr. Bridgeman is a First
Vice President of Schroder.

Schroder Greater Heather Crighton Inception (1998) See above.
China Fund

Schroder U.S. Paul Morris 1997 Employed as an investment
Diversified Growth Fund professional at Schroder since
1997. Mr. Morris is a Director
and Managing Director of
Schroder. Prior to joining
Schroder, Mr. Morris was a
Principal and Senior Portfolio
Manager at Weiss Peck & Greer,
L.L.C., and a Managing Director,
Equity Division, of UBS Asset
Management.
</TABLE>

21
<PAGE>

<TABLE>
<CAPTION>
FUND/PORTFOLIO PORTFOLIO MANAGER SINCE RECENT PROFESSIONAL EXPERIENCE
- ------------------------ ------------------------ ------------------------ ---------------------------------
<S> <C> <C> <C>
Schroder U.S. Smaller Ira L. Unschuld 1997 (sole manager since Employed as an investment
Companies Fund 1998) professional at Schroder since
1990. Mr. Unschuld is a Vice
President of the Trust and a
Director and Senior Vice
President of Schroder.

Schroder Micro Cap Fund Ira L. Unschuld Inception (1997) See above.
</TABLE>

HOW THE FUNDS' SHARES ARE PRICED

Each Fund calculates the net asset value of its Investor Shares by dividing the
total value of its assets attributable to its Investor Shares, less its
liabilities attributable to those shares, by the number of Investor Shares
outstanding. Shares are valued as of the close of trading on the New York Stock
Exchange (normally 4:00 p.m., Eastern time) each day the Exchange is open. The
Trust expects that days, other than weekend days, that the Exchange will not be
open are New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Funds value their portfolio securities for which market
quotations are readily available at market value. Short-term investments that
will mature in 60 days or less are stated at amortized cost, which approximates
market value. The Funds value securities and assets for which market values are
not ascertainable at their fair values as determined in accordance with
procedures adopted by the Board of Trustees. All assets and liabilities of a
Fund denominated in foreign currencies are valued in U.S. dollars based on the
mid-market price of such currencies against the U.S. dollar at the time when
last quoted prior to the time when the net asset value of the Fund's shares is
calculated. Because certain of the securities in which the Funds may invest may
trade on days when the Funds do not price their Investor Shares, the net asset
value of a Fund's Investor Shares may change on days when shareholders will not
be able to purchase or redeem their Investor Shares. The net asset value of a
Fund's Investor Shares will generally differ from that of its Advisor Shares,
due to the variance in daily net income realized by and dividends paid on each
class of shares, and differences in the expenses of Investor Shares and Advisor
Shares.

HOW TO BUY SHARES

You may purchase Investor Shares of each Fund directly from the Trust by
completing an Account Application and sending payment by check or wire as
described below. You may obtain an Account Application from the Trust or from
State Street Bank and Trust Company, the Trust's Transfer Agent, 66 Brooks
Drive, Braintree, MA 02184, Attn: Schroder Funds, or by calling (800) 464-3108.

Investor Shares of each of the Funds are sold at their net asset value next
determined after the Trust receives your order. In order for you to receive the
Fund's next determined net asset value, the Trust must receive your order before
the close of trading on the New York Stock Exchange.

INVESTMENT MINIMUMS

The minimum investment for initial and additional purchases for each Fund is as
follows:

<TABLE>
<CAPTION>
INITIAL ADDITIONAL
INVESTMENT INVESTMENTS
----------- -----------
<S> <C> <C>
Regular Accounts $ 10,000 $ 2,500
Traditional IRAs $ 2,000 $ 250
</TABLE>

22
<PAGE>

You also may meet the minimum initial investment requirement based in cumulative
purchases by means of a written Statement of Intention, expressing your
intention to invest at least the minimum investment amount applicable to a
particular Fund, or more, in Investor Shares of a Fund within 13 months. You may
enter into a Statement of Intention in conjunction with your initial investment
in Investor Shares by completing the appropriate section of the Account
Application. Current Fund shareholders can obtain a Statement of Intention form
by contacting the Transfer Agent. The Fund reserves the right to redeem your
shares in the Fund if, at the end of the Statement of Intention period, your
account does not have a value of at least the minimum initial investment amount.

The Trust is authorized to reject any purchase order.

PURCHASES BY CHECK

You may purchase shares of a Fund by mailing a check (in U.S. dollars) payable
to (i) Schroder Capital Funds (Delaware), if you are purchasing shares of two or
more Funds, accompanied by written instructions as to how the check amount
should be allocated among the Funds whose shares you are purchasing or (ii) the
name of the Fund to be purchased (I.E., Schroder International Fund) if you are
purchasing shares of a single Fund. Third-party checks will not be accepted.

For initial purchases, your check must be accompanied by a completed Account
Application in proper form. The Trust may request additional documentation to
evidence the authority of the person or entity making the purchase request.

You should mail your check and your completed Account Application to:

Schroder [Name of Fund] - Investor Shares
66 Brooks Dr.
Braintree, Massachusetts 02184

Your payments should clearly indicate the shareholder's name and account number,
if applicable.

PURCHASES BY BANK WIRE/TELEPHONE

If you make your initial investment by wire, your order must be preceded by a
completed Account Application. Upon receipt of the Application, the Trust will
assign you an account number and your account will become active. Wire orders
received prior to the close of trading on the New York Stock Exchange (normally
4:00 p.m., Eastern Time) on each day the Exchange is open for trading will be
processed at the net asset value next determined as of the end of that day. Wire
orders received after that time will be processed at the net asset value next
determined thereafter.

Once you have an account number, you may purchase Investor Shares by telephoning
the Transfer Agent at (800) 464-3108 to give notice that you will be sending
funds by wire, and then arranging with your bank to wire funds to the Trust.
Your purchase will not be processed until the Trust has received the wired
funds.

Federal Reserve Bank wire instructions are as follows:

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
ABA No.: 011000028
DDA No.: 9904-650-0
Attn: Mutual Funds/Control Department
FBO: (shareholder's name, [Fund Name], account number)

23
<PAGE>
The wire order must specify the name of the Fund, the shares' class (I.E.,
Investor Shares), the account name and number, address, confirmation number,
amount to be wired, name of the wiring bank, and name and telephone number of
the person to be contacted in connection with the order.

In an effort to prevent unauthorized or fraudulent purchase or redemption
requests by telephone, the Transfer Agent will follow reasonable procedures to
confirm that telephone instructions are genuine. The Transfer Agent and the
Trust generally will not be liable for any losses due to unauthorized or
fraudulent purchase or redemption requests, but either or both may be liable if
they do not follow these procedures.

The Transfer Agent will deem an account lost if six months have passed since
correspondence to the shareholder's address of record is returned, unless the
Transfer Agent determines the shareholder's new address. When an account is
deemed lost, dividends and other distributions that have been returned to the
Transfer Agent are reinvested, and the checks are canceled.

OTHER PURCHASE INFORMATION

Investor Shares of each Fund may be purchased for cash or in exchange for
securities held by the investor, subject to the determination by Schroder that
the securities are acceptable. Schroder reserves the right to reject any
particular investment. Investors interested in purchases through exchange should
telephone the Trust at (800) 464-3108.

HOW TO SELL SHARES

You may sell your Investor Shares back to a Fund on any business day by sending
a letter of instruction or stock power form to the Trust, or by calling the
Transfer Agent at (800) 464-3108. The price you will receive is the net asset
value next determined after receipt of your redemption request in good order. A
redemption request is in good order if it includes the exact name in which the
shares are registered, the investor's account number, and the number of shares
or the dollar amount of shares to be redeemed, and, for written requests, if it
is signed exactly in accordance with the registration form. If you hold your
Investor Shares in certificate form, you must submit the certificates and sign
the assignment form on the back of the certificates. Signatures must be
guaranteed by a bank, broker-dealer, or certain other financial institutions.
You may redeem your Investor Shares by telephone only if you elected the
telephone redemption privilege option on your Account Application or otherwise
in writing. Shares for which certificates have been issued may not be redeemed
by telephone. The Trust may require additional documentation from shareholders
that are corporations, partnerships, agents, fiduciaries, or surviving joint
owners.

The Trust will pay you for your redemptions as promptly as possible and in any
event within seven days after the request for redemption is received in writing
in good order. (The Trust generally sends payment for shares the business day
after a request is received.) Under unusual circumstances, the Trust may suspend
redemptions or postpone payment for more than seven days, as permitted by law.
If you paid for your Investor Shares by check, you will not be sent redemption
proceeds until the check you used to pay for the Investor Shares has cleared,
which may take up to 15 calendar days from the purchase date.

If, because of your redemptions, your account balance falls below a minimum
amount set by the Trustees (presently $2,000) of any Fund, the Trust may choose
to redeem your shares in that Fund and pay you for them. You will receive at
least 30 days written notice before the Trust redeems your shares, and you may
purchase additional shares at any time to avoid a redemption. The Trust may also
redeem shares if you own shares of any Fund above a maximum amount set by the
Trustees. There is currently no maximum, but the Trustees may establish one at
any time, which could apply to both present and future shareholders.

The Trust may suspend the right of redemption during any period when: (1)
trading on the New York Stock Exchange is restricted or the Exchange is closed;
(2) the Securities and Exchange Commission has by order permitted such
suspension; or (3) an emergency (as defined by rules of the SEC) exists making
disposal of portfolio investments or determination of the Fund's net asset value
not reasonably practicable.

24
<PAGE>

If you request that your redemption proceeds be sent to you at an address other
than your address of record, or to another party, you must include a signature
guarantee for each such signature by an eligible signature guarantor, such as a
member firm of a national securities exchange or a commercial bank or trust
company located in the United States. If you are a resident of a foreign
country, another type of certification may be required. Please contact the
Transfer Agent for more details at (800) 464-3108. Corporations, fiduciaries,
and other types of shareholders may be required to supply additional documents
which support their authority to effect a redemption.

EXCHANGES

You can exchange your Investor Shares of the Fund for Investor Shares of any
other fund in the Schroder family of funds at any time at their respective net
asset values. The exchange would be treated as a sale of your Investor Shares
and any gain on the exchange may be subject to federal income tax. To exchange
shares, please call the Trust at (800) 464-3108.

DIVIDENDS AND DISTRIBUTIONS

Each Fund distributes any net investment income and any net realized capital
gain at least annually. Distributions from net capital gain are made after
applying any available capital loss carryovers.

YOU CAN CHOOSE FROM FOUR DISTRIBUTION OPTIONS:

- Reinvest all distributions in additional Investor Shares of your Fund;

- Receive distributions from net investment income in cash while
reinvesting capital gains distributions in additional Investor Shares of
your Fund;

- Receive distributions from net investment income in additional Investor
Shares of your Fund while receiving capital gain distributions in cash;
or

- Receive all distributions in cash.

You can change your distribution option by notifying the Transfer Agent in
writing. If you do not select an option when you open your account, all
distributions by a Fund will be reinvested in Investor Shares of that Fund. You
will receive a statement confirming reinvestment of distributions in additional
Fund shares promptly following the period in which the reinvestment occurs.

TAXES

TAXES ON DIVIDENDS AND DISTRIBUTIONS. For federal income tax purposes,
distributions of investment income are taxable as ordinary income. Taxes on
distributions of capital gains are determined by how long your Fund owned the
investments that generated the gains, rather than how long you have owned your
shares. Distributions are taxable to you even if they are paid from income or
gains earned by a Fund before you invested (and thus were included in the price
you paid for your shares). Distributions of gains from investments that a Fund
owned for more than 12 months will be taxable as long-term capital gains
(generally at a 20 percent rate for noncorporate shareholders). Distributions of
gains from investments that the Fund owned for 12 months or less will be taxable
as ordinary income. Distributions are taxable whether you received them in cash
or reinvested them in additional shares of the Funds.

TAX TREATMENT OF THE FUNDS. Each of the Funds intends to qualify as a "regulated
investment company" for federal income tax purposes and to meet all other
requirements necessary for it to be relieved of federal taxes on income and
gains it distributes to shareholders. Each Fund will distribute substantially
all of its ordinary income and net capital gains on a current basis.

25
<PAGE>

TAXES WHEN YOU SELL OR EXCHANGE YOUR SHARES. Any gain resulting from the sale or
exchange of your shares in the Funds will also generally be subject to federal
income or capital gains tax, depending on how long you have owned your shares.

FOREIGN TAXES. Foreign governments may impose taxes on a Fund and its
investments, which generally would reduce the Fund's income. However, an
offsetting tax credit or deduction may be available to shareholders.

Each Fund, provided that it is eligible to do so, intends to elect to permit its
shareholders to take a credit (or a deduction) for the Fund's share of foreign
income taxes paid by the Fund. If the Fund does make such an election, its
shareholders would include as gross income in their U.S. federal income tax
returns both (1) distributions received from the Fund and (2) the amount that
the Fund advises is their pro rata portion of foreign income taxes paid with
respect to or withheld from dividends and interest paid to the Fund from its
foreign investments. Shareholders then would be entitled, subject to certain
limitations (including, with respect to a foreign tax credit, a holding period
requirement), to take a foreign tax credit against their U.S. federal income tax
liability for the amount of such foreign taxes or else to deduct such foreign
taxes as an itemized deduction from gross income.

CONSULT YOUR TAX ADVISOR ABOUT OTHER POSSIBLE TAX CONSEQUENCES. This is a
summary of certain federal tax consequences of investing in a Fund. You should
consult your tax advisor for more information on your own tax situation,
including possible state and local tax liability.

YEAR 2000 DISCLOSURE

Each of the Funds receives services from its investment adviser, administrator,
subadministrator, distributor, transfer agent, custodian and other providers
which rely on the smooth functioning of their respective systems and the systems
of others to perform those services. It is generally recognized that certain
systems in use today may not perform their intended functions adequately after
the Year 1999 because of the inability of the software to distinguish the Year
2000 from the Year 1900. Schroder is taking steps that it believes are
reasonably designed to address this potential "Year 2000" problem and to obtain
satisfactory assurances that comparable steps are being taken by each of the
Funds' other major service providers. There can be no assurance, however, that
these steps will be sufficient to avoid any adverse impact on the Funds from
this problem. In addition, there can be no assurance that the Year 2000 problem
will not have an adverse impact on companies and other issuers in which the
Funds invest or on the securities markets generally, which may reduce the value
of the Funds' portfolio investments.

Additionally, because the Funds invest in foreign securities, they are subject
to the risk that foreign issuers or other foreign entities may not have
adequately prepared their computer systems to address the Year 2000 problem,
which could have an adverse impact on the foreign securities markets generally
and therefore reduce the value of the Funds' portfolio investments.

26
<PAGE>
FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the financial
performance of each of the Funds for the past 5 years or since the Fund
commenced operations. The total returns represent the rate that an investor
would have earned or lost on an investment in Investor Shares of a Fund,
assuming reinvestment of all dividends and distributions.

The financial highlights presented below have been audited by
PricewaterhouseCoopers LLP, independent accountants to the Funds (other than
those for the semi-annual period ended April 30, 1999 for Schroder International
Fund, Schroder International Smaller Companies Fund, Schroder Greater China
Fund, and Schroder U.S. Diversified Growth Fund, which are unaudited). The
audited financial statements for the Funds and the related independent
accountants' reports are contained in each Fund's Annual Report and are
incorporated by reference into the Statement of Additional Information. The
unaudited financial statements for Schroder International Fund, Schroder
International Smaller Companies Fund, Schroder Greater China Fund, and Schroder
U.S. Diversified Growth Fund are contained in the Semi-Annual Reports of those
Funds and are incorporated by reference into the Statement of Additional
Information. Copies of the Funds' Annual and Semi-Annual Reports may be obtained
without charge by writing the Trust at 66 Brooks Drive, Braintree, Massachusetts
02184 or by calling (800) 464-3108.

SCHRODER INTERNATIONAL FUND

<TABLE>
<CAPTION>
FOR THE
SIX
MONTHS
ENDED
APRIL 30, For the Year Ended October 31,
1999 -----------------------------------------------------------------
(UNAUDITED) 1998 1997 1996(a) 1995 1994
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period $ 17.10 $ 18.37 $ 20.01 $ 20.91 $ 23.17 $ 20.38
--------- --------- --------- --------- --------- ---------
Investment Operations:
Net Investment Income (Loss)(b) 0.02 0.23 0.14 0.15 0.46 0.18
Net Realized and Unrealized Gain
(Loss) on Investments 1.93 0.34 1.31 1.74 (0.18) 2.69
--------- --------- --------- --------- --------- ---------
Total from Investment Operations 1.95 0.57 1.45 1.89 0.28 2.87
--------- --------- --------- --------- --------- ---------
Distributions from:
Net Investment Income (0.16) (0.29) (0.46) (0.47) - (0.08)
Net Realized Gain on Investments (2.80) (1.55) (2.63) (2.32) (2.54) -
--------- --------- --------- --------- --------- ---------
Total Distributions (2.96) (1.84) (3.09) (2.79) (2.54) (0.08)
--------- --------- --------- --------- --------- ---------
Net Asset Value, End of Period $ 16.09 $ 17.10 $ 18.37 $ 20.01 $ 20.91 $ 23.17
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------
Total Return(c) 15.16% 3.82% 8.33% 10.05% 2.08% 14.10%
Ratios/Supplementary Data
Net Assets, End of Period (in
thousands) $141,042 $129,955 $191,219 $202,735 $212,330 $500,504
Ratios to Average Net Assets:
Expenses After Expense
Limitations(b) 0.99%(e) 0.99% 0.99% 0.99% 0.91% 0.90%
Expenses Before Expense
Limitations(b) 1.17%(e) 1.08% 1.06% 1.04% N/A N/A
Net Investment Income (Loss)
After Expense Limitations(b) 0.29%(e) 1.14% 0.67% 0.86% 0.99% 0.94%
Portfolio Turnover Rate(d) 46% 53% 36% 56% 61% 25%
</TABLE>

(a) On November 1, 1995, the Fund converted to Core and
Gateway-Registered Trademark-.

(b) For the years ending after October 31, 1995, includes the Fund's
proportionate share of income and expenses of the Former Related Portfolio,
the Schroder International Equity Fund.

(d) The rate after October 31, 1995 represents the turnover of the Former
Related Portfolio.

(e) Annualized.

27
<PAGE>

SCHRODER EMERGING MARKETS FUND

<TABLE>
<CAPTION>
FOR THE FOR THE
YEAR PERIOD
ENDED ENDED
MAY 31, MAY 31,
1999 1998(a)
--------- ---------
<S> <C> <C>
Net Asset Value, Beginning of Period $ 9.04 $ 10.00
--------- ---------
Investment Operations:
Net Investment Income(b) 0.03 0.02
Net Realized and Unrealized Gain (Loss) on Investments 1.58 (0.98)
--------- ---------
Total from Investment Operations 1.61 (0.96)
--------- ---------
Distributions from Net Investment Income (0.03) -
--------- ---------
Net Asset Value, End of Period $ 10.62 $ 9.04
--------- ---------
--------- ---------
Total Return(c) 17.88% (9.60)%
Ratios/Supplementary Data
Net Assets, End of Period (in thousands) $2,218 $18
Ratios to Average Net Assets:
Expenses After Expense Limitations(b)(d) 1.65% 1.70%
Expenses Before Expense Limitations(b)(d) 10.74% -(e)
Net Investment Income (Loss) After Expense Limitations(b)(d) 0.51% 1.72%
Portfolio Turnover Rate(f) 177% 23%
</TABLE>

(a) The Fund commenced operations on October 31, 1997.

(b) Includes the Fund's proportionate share of income and expenses of the Former
Related Portfolio, the Schroder EM Core Portfolio.

(c) Total returns would have been lower had certain expenses not been reduced
during the period shown. Total return calculations for a period of less than
one year are not annualized.

(d) Annualized for periods less than one year.

(e) Amount is not meaningful due to short period of operations.

(f) Rate represents the turnover of the Former Related Portfolio.

28
<PAGE>

SCHRODER INTERNATIONAL SMALLER COMPANIES FUND

<TABLE>
<CAPTION>
FOR THE
SIX FOR THE
MONTHS FOR THE PERIOD
ENDED YEAR ENDED
APRIL 30, ENDED OCTOBER
1999 OCTOBER 31,
(UNAUDITED) 31, 1998 1997(a)
--------- --------- ---------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period $ 9.35 $ 9.22 $ 10.00
--------- --------- ---------
Investment Operations:
Net Investment Income (Loss)(b) 0.01 0.05 0.02
Net Realized and Unrealized Gain (Loss) on Investments 2.60 0.60 (0.79)
--------- --------- ---------
Total from Investment Operations 2.61 0.65 (0.77)
--------- --------- ---------
Distributions from:
Net Investment Income (0.03) (0.01) (0.01)
Net Realized Gain on Investments (0.57) (0.51) -
--------- --------- ---------
Total Distributions (0.60) (0.52) (0.01)
--------- --------- ---------
Net Asset Value, End of Period $ 11.36 $ 9.35 $ 9.22
--------- --------- ---------
--------- --------- ---------
Total Return(c) 31.38% 7.88% (7.73)%
Ratios/Supplementary Data
Net Assets, End of Period (in thousands) $ 7,435 $ 4,165 $ 6,836
Ratios to Average Net Assets:
Expenses After Expense Limitations(b)(d) 1.50% 1.50% 1.50%
Expenses Before Expense Limitations(b)(d) 5.87% 5.26% 3.93%
Net Investment Income (Loss) After Expense
Limitations(b)(d) 0.33% 0.33% 0.21%
Portfolio Turnover Rate(e) 49% 82% 32%
</TABLE>

(a) The Fund commenced operations on November 4, 1996.

(b) Includes the Fund's proportionate share of income and expenses of the Former
Related Portfolio, the Schroder International Smaller Companies Portfolio.

(d) Annualized for periods less than one year.

(e) Rate represents the turnover of the Former Related Portfolio.

29
<PAGE>

SCHRODER GREATER CHINA FUND

<TABLE>
<CAPTION>
FOR THE
PERIOD
ENDED
APRIL 30,
1999(a)
(unaudited)
---------
<S> <C>
Net Asset Value, Beginning of Period $ 10.00
---------
Investment Operations
Net Investment Income 0.05
Net Realized and Unrealized Gain on Investments and Foreign Currency Transactions 1.79
---------
Total from Investment Operations 1.84
---------
Net Asset Value, End of Period $ 11.84
---------
---------
Total Return(c) 18.40%
Ratio/Supplementary Data:
Net Assets at End of Period (in thousands) $1,184
Ratios to Average Net Assets:
Expenses, including reimbursement/waiver of fees 2.00%(b)
Expenses, excluding reimbursement/waiver of fees 17.42%(b)
Net investment income, including reimbursement/waiver of fees 1.55%(b)
Portfolio Turnover Rate 137%
</TABLE>

(a) For the period January 4, 1999 (commencement of operations) through April
30, 1999.

(b) Annualized.

30
<PAGE>

SCHRODER U.S. DIVERSIFIED GROWTH FUND(a)

<TABLE>
<CAPTION>
FOR THE
SIX
MONTHS
ENDED
APRIL 30, FOR THE YEAR ENDED OCTOBER 31,
1999 -----------------------------------------------------------------
(UNAUDITED) 1998 1997 1996 1995 1994
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $ 7.79 $ 9.82 $ 9.76 $ 9.41 $ 8.52 $ 11.28
--------- --------- --------- --------- --------- ---------
Investment Operations:
Net Investment Income (Loss) (0.03) (0.06) (0.01) 0.04 0.07 0.04
Net Realized Income and
Unrealized Gain (Loss) on
Investments 1.04 0.78 2.20 1.62 1.33 (0.27)
--------- --------- --------- --------- --------- ---------
Total From Investment Operations 1.01 0.72 2.19 1.66 1.40 (0.23)
--------- --------- --------- --------- --------- ---------
Distributions from:
Net Investment Income - - (0.02) (0.07) (0.05) (0.01)
Net Realized Gain on Investments (2.54) (2.75) (2.11) (1.24) (0.46) (2.52)
--------- --------- --------- --------- --------- ---------
Total Distributions (2.54) (2.75) (2.13) (1.31) (0.51) (2.53)
--------- --------- --------- --------- --------- ---------
Net Asset Value, End of Year $ 6.26 $ 7.79 $ 9.82 $ 9.76 $ 9.41 $ 8.52
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------
Total Return(b) 21.80% 8.87% 26.49% 19.45% 17.68% (2.01)%
Ratios/Supplementary Data
Net Assets, End of Year (in
thousands) $13,638 $12,540 $13,861 $17,187 $19,688 $18,483
Ratios to Average Net Assets:
Expenses After Expense
Limitations 1.50%(c) 1.50% 1.50% 1.40% 1.40% 1.31%
Expenses Before Expense
Limitations 2.01%(c) 1.85% 1.68% 1.43% N/A N/A
Net Investment Income (Loss)
After Expense Limitations (0.91)%(c) (0.71)% (0.09)% 0.43% 0.78% 0.41%
Portfolio Turnover Rate 0% 209% 44% 57% 57% 27%
</TABLE>

(a) Prior to September 14, 1998, the name of the Fund was Schroder U.S. Equity
Fund.

(b) Total returns would have been lower had certain expenses not been reduced
during the periods shown.

31
<PAGE>

SCHRODER U.S. SMALLER COMPANIES FUND

<TABLE>
<CAPTION>
FOR THE FOR THE
YEAR FOR THE PERIOD
ENDED YEAR ENDED MAY For the Year Ended October 31,
MAY 31, ENDED MAY 31, -------------------------------------
1999 31, 1998 1997(a) 1996(a) 1995 1994
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period $ 14.76 $ 13.26 $ 17.23 $ 15.14 $ 11.81 $ 10.99
--------- --------- --------- --------- --------- ---------
Investment Operations:
Net Investment Income(b) (0.09) (0.06) (0.02) (0.06) (0.04) (0.07)
Net Realized and Unrealized Gain
(Loss) on Investments (1.84) 2.82 1.88 4.10 3.78 0.97
--------- --------- --------- --------- --------- ---------
Total from Investment Operations (1.93) 2.76 1.86 4.04 3.74 0.90
--------- --------- --------- --------- --------- ---------
Distributions from Net Realized
Gain on Investments (0.03) (1.26) (5.83) (1.95) (0.41) (0.08)
--------- --------- --------- --------- --------- ---------
Net Asset Value, End of Period $ 12.80 $ 14.76 $ 13.26 $ 17.23 $ 15.14 $ 11.81
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------
Total Return(c) (13.08)%(d) 21.63%(d) 14.73%(d) 29.35% 32.84% 8.26%
Ratios/Supplementary Data
Net Assets, End of Period (in
thousands) $47,870 $51,679 $26,104 $13,743 $15,287 $13,324
Ratios to Average Net Assets:
Expenses After Expense
Limitations(b) 1.42% 1.37% 1.49%(e) 1.49% 1.49% 1.45%
Expenses Before Expense
Limitations(b) 1.45% 1.37% 1.87%(e) N/A N/A N/A
Net Investment Income (Loss)
After Expense Limitations(b) (0.65)% (0.51)% (0.42)%(e) (0.35)% (0.30)% (0.58)%
Portfolio Turnover Rate(f) 119% 55% 34% 59% 93% 71%
</TABLE>

(a) Effective May 31, 1997, the Fund changed its fiscal year end to May 31 from
October 31.

(b) Includes the Fund's proportionate share of income and expenses of the Former
Related Portfolio, the Schroder U.S. Smaller Companies Portfolio for periods
ending after October 31, 1995.

(d) Total returns would have been lower had certain expenses not been limited
during the periods shown.

(e) Annualized.

(f) For periods ending after October 31, 1995, the rate represents the turnover
of the Former Related Portfolio.

32
<PAGE>

SCHRODER MICRO CAP FUND

<TABLE>
<CAPTION>
FOR THE FOR THE
YEAR PERIOD
ENDED ENDED
MAY 31, MAY 31,
1999 1998(a)
--------- ---------
<S> <C> <C>
Net Asset Value, Beginning of Period $ 14.26 $ 10.00
--------- ---------
Investment Operations:
Net Investment Income (Loss) (0.13) (0.04)
Net Realized and Unrealized Gain (Loss) on Investments 8.28 4.50
--------- ---------
Total from Investment Operations 8.15 4.46
--------- ---------
Distributions from:
Net Realized Gain on Investments (2.23) (0.20)
--------- ---------
Net Asset Value, End of Period $ 20.18 $ 14.26
--------- ---------
--------- ---------
Total Return(b) 64.56% 45.41%
Ratios/Supplementary Data
Net Assets, End of Period (in thousands) $14,317 $6,340
Ratios to Average Net Assets:
Expenses After Expense Limitations(c) 2.00% 2.00%
Expenses Before Expense Limitations(c) 3.27% 6.02%
Net Investment Income (Loss) After Expense Limitations(c) (1.10)% (0.77)%
Portfolio Turnover Rate 341% 166%
</TABLE>

(a) The Fund commenced operations on October 15, 1997.

(b) Total returns would have been lower had certain expenses not been reduced
during the periods shown.

33
<PAGE>

<TABLE>
<CAPTION>
FUNDS AVAILABLE THROUGH SCHRODER FUND ADVISORS INC.
PLEASE CALL FOR COMPLETE INFORMATION AND TO OBTAIN THE RELEVANT PROSPECTUS.
PLEASE READ THE PROSPECTUS CAREFULLY BEFORE YOU INVEST.
<S> <C>

SCHRODER CAPITAL FUNDS (DELAWARE) (800-464-3108) SCHRODER SERIES TRUST (800-464-3108)
SCHRODER INTERNATIONAL FUND SCHRODER LARGE CAPITALIZATION EQUITY FUND
SCHRODER EMERGING MARKETS FUND SCHRODER SMALL CAPITALIZATION VALUE FUND
SCHRODER INTERNATIONAL SMALLER COMPANIES FUND SCHRODER MIDCAP VALUE FUND
SCHRODER GREATER CHINA FUND SCHRODER SHORT-TERM INVESTMENT FUND
SCHRODER U.S. DIVERSIFIED GROWTH FUND SCHRODER INVESTMENT GRADE INCOME FUND
SCHRODER U.S. SMALLER COMPANIES FUND
SCHRODER MICRO CAP FUND

SCHRODER SERIES TRUST II (800-464-3108)
SCHRODER ALL-ASIA FUND
</TABLE>

34
<PAGE>

INVESTMENT ADVISER
Schroder Investment Management North America 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

SUBADMINISTRATOR
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02101

CUSTODIAN
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02101

TRANSFER AND DIVIDEND DISBURSING AGENT
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02101
(800) 464-3108

COUNSEL
Ropes & Gray
One International Place
Boston, Massachusetts 02110

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

[LOGO]

SCHRODER CAPITAL FUNDS (DELAWARE)
SCHRODER INTERNATIONAL FUND
SCHRODER EMERGING MARKETS FUND
SCHRODER INTERNATIONAL SMALLER COMPANIES FUND
SCHRODER GREATER CHINA FUND
SCHRODER U.S. DIVERSIFIED GROWTH FUND
SCHRODER U.S. SMALLER COMPANIES FUND
SCHRODER MICRO CAP FUND

You may review and copy information about the Trust, including its SAI, at the
Securities and Exchange Commission's public reference room in Washington, D.C.
You may also the Commission at 800-SEC-0330 for information about the operation
of the public reference room. You may also access reports and other information
about the Trust on the Commission's Internet site at WWW.SEC.GOV. You may get
copies of this information, with payment of a duplication fee, by writing the
Public Reference Section of the Commission, Washington, D.C. 20549-6009. You may
need to refer to the Trust's file number under the Investment Company Act, which
is 811-1911.

Schroder Capital Funds (Delaware) INVESTOR SHARES
P.O. Box 8507 PROSPECTUS
Boston, MA 02266 October 1, 1999
800-464-3108

File No. 811-1911

<PAGE>

Schroder Capital Funds (Delaware)

You may review and copy information about the Trust, including its SAI, at
the Securities and Exchange Commission's public reference room in Washington,
D.C. You may call the Commission at 1-800-SEC-0330 for information about the
operation of the public reference room. You may also access reports and other
information about the Trust on the Commission's Internet site at www.sec.gov.
You may get copies of this information, with payment of a duplication fee, by
writing the Public Reference Section of the Commission, Washington, D.C.
20549-6009. You may need to refer to the Trust's file number under the
Investment Company Act, which is 811-1911.

WAITING FOR ART

Schroder Capital Funds (Delaware)
P.O. Box 8507
Boston, MA 02266
800-464-3108

File No. 811-1911

<PAGE>

[LOGO]

PROSPECTUS

ADVISOR SHARES
OCTOBER 1, 1999

WAITING FOR ART

Schroder International Fund
- -----------------------------------------------------

Schroder Emerging Markets Fund
- -----------------------------------------------------

Schroder International Smaller Companies Fund
- -----------------------------------------------------

Schroder Greater China Fund
- -----------------------------------------------------

Schroder U.S. Diversified Growth Fund
- -----------------------------------------------------

Schroder U.S. Smaller Companies Fund
- -----------------------------------------------------

<PAGE>

[LOGO]

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

PROSPECTUS

OCTOBER 1, 1999

SCHRODER CAPITAL FUNDS (DELAWARE)
ADVISOR SHARES

This Prospectus describes six mutual funds offered by Schroder Capital Funds
(Delaware). The Trust offers Advisor Shares of the Funds in this Prospectus.

SCHRODER INTERNATIONAL FUND seeks long-term capital appreciation through
investment in securities markets outside the United States.

SCHRODER U.S. DIVERSIFIED GROWTH FUND seeks growth of capital. The Fund
invests in equity securities of companies in the United States.

SCHRODER U.S. SMALLER COMPANIES FUND seeks capital appreciation. The Fund
invests in equity securities of issuers domiciled in the United States with
market capitalizations of $1.5 billion or less.

Schroder Investment Management North America Inc. ("Schroder") manages the
Funds. You can call the Trust at (800) 464-3108 to find out more about these
Funds and other funds in the Schroder family.

This Prospectus explains what you should know about the Funds before you invest.
Please read it carefully.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
PAGE
---------
SUMMARY INFORMATION......................................................... 3
Schroder International Fund............................................... 3
Schroder Emerging Markets Fund............................................ 5
Schroder International Smaller Companies Fund............................. 7
Schroder Greater China Fund............................................... 9
Schroder U.S. Diversified Growth Fund..................................... 10
Schroder U.S. Smaller Companies Fund...................................... 11
FEES AND EXPENSES........................................................... 13
OTHER INVESTMENT STRATEGIES AND RISKS....................................... 15
MANAGEMENT OF THE FUNDS..................................................... 18
HOW THE FUNDS' SHARES ARE PRICED............................................ 20
HOW TO BUY SHARES........................................................... 21
HOW TO SELL SHARES.......................................................... 23
ADDITIONAL INFORMATION ABOUT ADVISOR SHARES................................. 24
EXCHANGES................................................................... 24
DIVIDENDS AND DISTRIBUTIONS................................................. 24
TAXES....................................................................... 25
YEAR 2000 DISCLOSURE........................................................ 26
FINANCIAL HIGHLIGHTS........................................................ 27
</TABLE>

2
<PAGE>
SUMMARY INFORMATION

After the narrative describing each Fund (other than Schroder Greater China Fund
which has not been available for one full calendar year) is a bar chart showing
how the investment returns of the Fund have varied from year to year. The bar
chart shows returns for each full calendar year since the Fund commenced
operations. The table following the bar chart shows how the Fund's average
annual returns for the last year, for the last five years, and for the last ten
years or the life of the Fund (as applicable) compare to a broad-based
securities market index. The bar chart and table provide some indication of the
risks of investing in the Fund by showing the variability of its returns (where
more than one calendar year of performance is shown) and comparing the Fund's
performance to a broad measure of market performance. Schroder U.S. Smaller
Companies Fund is the only Fund that has had Advisor Shares outstanding for at
least a full calendar year. For that reason, the bar chart and the table for
that Fund show performance of its Advisor Shares, which have not been offered
for the full life of the Fund. Because the other Funds do not have a full
calendar year of performance to show for Advisor Shares, the bar chart and table
for each of those Funds show performance of its Investor Shares, which have been
offered since the inception of each Fund. PAST PERFORMANCE IS NOT NECESSARILY AN
INDICATION OF FUTURE PERFORMANCE. It is possible to lose money on investments in
the Funds.

The Trust also offers Investor Shares, which have higher investment minimums and
lower fees and expenses, of all of the Funds in a separate prospectus.

SCHRODER INTERNATIONAL FUND

INVESTMENT OBJECTIVE. Long-term capital appreciation through investment in
securities markets outside the United States.

The Fund also may do the following:

- Invest in securities of issuers domiciled or doing business in "emerging
market" countries.

- Invest in securities of closed-end investment companies that invest
primarily in foreign securities.

3
<PAGE>
PRINCIPAL RISKS.

- FOREIGN SECURITIES. Investments in foreign securities entail risks not
present in domestic investments including, among others, risks related to
political or economic instability, foreign currency (such as exchange,
valuation, and fluctuation risks), and taxation. Additionally, because
the Fund invests in foreign securities, it is subject to the risk that
foreign issuers or other foreign entities may not have adequately
prepared their computer systems to address the "Year 2000" problem, which
could have an adverse impact on the foreign securities markets generally
and therefore reduce the value of the Fund's portfolio investments.

The bar chart and table below provide some indication of the risks of investing
in the Fund by showing the variability of its returns and comparing the Fund's
performance to a broad measure of market performance. Because the Fund does not
have a full calendar year of performance to show for its Advisor Shares, the bar
chart and table show performance of the Fund's Investor Shares, which have been
offered since the inception of the Fund.

SCHRODER INTERNATIONAL FUND - INVESTOR SHARES*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN
<S> <C>
1989 22.13%
1990 -11.41%
1991 4.62%
1992 -4.01%
1993 45.72%
1994 -0.27%
1995 11.57%
1996 9.93%
1997 3.34%
1998 13.52%
Calendar Year End
</TABLE>

4
<PAGE>

The year-to-date return for the period ended June 30, 1999 was 6.89%. During
the periods shown above, the highest quarterly return was 18.20% for the
quarter ended September 30, 1989, and the lowest was -19.79% for the quarter
ended September 30, 1990.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS ONE FIVE TEN
(FOR PERIODS ENDING DECEMBER 31, 1998) YEAR YEARS YEARS
<S> <C> <C> <C>
Schroder International Fund* 13.52% 7.49% 8.55%
Morgan Stanley Capital International EAFE Index** 20.06% 9.33% 5.73%
</TABLE>

* The bar chart and table show performance of the Fund's Investor Shares,
which are offered in a different prospectus. Although Advisor Shares and
Investor Shares would have similar annual returns (because all the Fund's
shares represent interests in the same portfolio of securities), Advisor
Share performance would be lower than Investor Share performance because of
the higher expenses paid by Advisor Shares.

** The Morgan Stanley Capital International EAFE Index is a market weighted
index composed of companies representative of the market structure of 20
developed market countries in Europe, Australia, Asia and the Far East, and
reflects dividends net of non-recoverable withholding tax.

SCHRODER EMERGING MARKETS FUND

INVESTMENT OBJECTIVE. To seek long-term capital appreciation.

The Fund also may do the following:

- Invest in securities of closed-end investment companies that invest
primarily in foreign securities.

- Invest up to 35% of its assets in debt securities, including junk bonds,
which entail certain risks.

- Invest up to 5% of its assets in sovereign debt securities that are in
default.

PRINCIPAL RISKS.

5
<PAGE>
dependence on revenue from particular commodities or international aid.
Additionally, the securities markets and legal systems in emerging market
countries may only be in a developmental stage and may provide few, or
none, of the advantages or protections of markets or legal systems
available in more developed countries. Emerging market countries may
experience extremely high levels of inflation, which may adversely affect
those countries' economies and securities markets.

- FOREIGN SECURITIES. Investments in foreign securities entail risks not
present in domestic investments including, among others, risks related to
political or economic instability, foreign currency (such as exchange,
valuation, and fluctuation risks), and taxation. Additionally, because
the Fund invests in foreign securities, it is subject to the risk that
foreign issuers or other foreign entities may not have adequately
prepared their computer systems to address the "Year 2000" problem, which
could have an adverse impact on the foreign securities markets generally
and therefore reduce the value of the Fund's portfolio investments.

- NON-DIVERSIFIED MUTUAL FUND. The Fund is a "non-diversified" mutual fund,
and may invest its assets in a more limited number of issuers than may
diversified investment companies. To the extent the Fund focuses on fewer
issues, its risk of loss increases if the market value of a security
declines or if an issuer is not able to meet its obligations.

SCHRODER EMERGING MARKETS FUND - INVESTOR SHARES*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN
<S> <C>
1998 -16.53%
Calendar Year End
</TABLE>

6
<PAGE>

The year-to-date return for the period ended June 30, 1999 was 45.81%. During
the periods shown above, the highest quarterly return was 24.47% for the
quarter ended December 31, 1998, and the lowest was -21.26% for the quarter
ended June 30, 1998.

<TABLE>
<CAPTION>
LIFE OF FUND
AVERAGE ANNUAL TOTAL RETURNS ONE (SINCE
(FOR PERIODS ENDING DECEMBER 31, 1998) YEAR 10/30/97)
<S> <C> <C>
Schroder Emerging Markets Fund* -16.53% -13.94%
Morgan Stanley Capital International Emerging Markets Free
Index** -24.29% -20.99%
</TABLE>

** The Morgan Stanley Capital International Emerging Markets Free Index is an
unmanaged market capitalization index of companies representative of the
market structure of 26 emerging countries in Europe, Latin America and the
Pacific Basin. The Index reflects actual buyable opportunities for the
non-domestic investor by taking into account local market restrictions on
share ownership by foreigners.

SCHRODER INTERNATIONAL SMALLER COMPANIES FUND

INVESTMENT OBJECTIVE. Long-term capital appreciation through investment in
securities markets outside the United States.

INVESTMENT STRATEGIES. In selecting investments for the Fund, Schroder considers
a number of factors, including the company's potential for long-term growth, the
securities' financial condition, sensitivity to cyclical factors, the relative
value of the company's securities (compared to that of other companies and to
the market as a whole), and the extent to which the company's management owns
equity in the company. The Fund will invest in securities of issuers domiciled
in at least three countries other than the United States, and may, although it
does not currently, invest in the securities of issuers domiciled or doing
business in emerging market countries. Securities generally are sold when they
reach fair valuation or when significantly more attractive investment candidates
become available.

The Fund invests in small capitalization companies that Schroder believes offer
the potential for capital growth. In doing so, Schroder considers, among other
things, the issuer's likelihood of above average earnings growth, the
securities' attractive relative valuation, and whether the issuer has any
proprietary advantages.

The Fund also may do the following:

- Invest in closed-end funds that invest primarily in foreign securities.

- Invest in securities of issuers domiciled or doing business in emerging
market countries.

PRINCIPAL RISKS.

- FOREIGN SECURITIES. Investments in foreign securities entail risks not
present in domestic investments including, among others, risks related to
political or economic instability, foreign currency (such as exchange,
valuation, and fluctuation risks), and taxation. Additionally, because
the Fund invests in foreign securities, it is subject to the risk that
foreign issuers or other foreign entities may not have adequately
prepared their computer systems to address the "Year 2000" problem, which
could have an adverse impact on the foreign securities markets generally
and therefore reduce the value of the Fund's portfolio investments.

- SMALL COMPANIES. The Fund invests primarily in small companies, which
tend to be more vulnerable to adverse developments than larger companies.
Small companies may have limited product

7
<PAGE>
lines, markets, or financial resources, or may depend on a limited
management group. Their securities may trade infrequently and in limited
volumes. As a result, the prices of these securities may fluctuate more
than the prices of securities of larger, more widely traded companies.
Also, there may be less publicly available information about small
companies or less market interest in their securities as compared to
larger companies, and it may take longer for the prices of the securities
to reflect the full value of their issuers' earnings potential or assets.

SCHRODER INTERNATIONAL SMALLER COMPANIES FUND - INVESTOR SHARES*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN
<S> <C>
1997 -14.13%
1998 25.98%
Calendar Year End
</TABLE>

The year-to-date return for the period ended June 30, 1999 was 35.84%. During
the periods shown above, the highest quarterly return was 20.25% for the
quarter ended March 31, 1998, and the lowest was -15.41% for the quarter ended
September 30, 1998.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS ONE LIFE OF FUND
(FOR PERIODS ENDING DECEMBER 31, 1998) YEAR (SINCE 11/4/96)
<S> <C> <C>
Schroder International Smaller Companies Fund* 25.98% 3.31%
Salomon Smith Barney Extended Market Index (EPAC Region)** 14.14% 0.93%
</TABLE>

** The Salomon Smith Barney Extended Market Index (EPAC Region) (EMI EPAC) is
an unmanaged benchmark, representing the portion of the Salomon Smith
Barney Broad Market Index related to companies with small index
capitalization in approximately 22 European and Pacific Basin countries.
The Salomon Smith Barney EMI EPAC represents the smallest companies in each
country based on total market capital having in the aggregate 20% of the
cumulative available market capital in such country.

8
<PAGE>
SCHRODER GREATER CHINA FUND

INVESTMENT OBJECTIVE. To seek long-term growth of capital.

PRINCIPAL INVESTMENTS. The Fund normally invests at least 65% of its total
assets in securities of companies located in China, Hong Kong SAR, and Taiwan.
Schroder will consider an issuer of securities to be located in China, Hong Kong
SAR, or Taiwan if it is organized under the laws of China, Hong Kong SAR, or
Taiwan (or any political subdivision thereof); its primary securities trading
market is in China Hong Kong SAR, or Taiwan; at least 50% of the issuer's
revenues or profits are derived from goods produced or sold, investments made,
or services performed in China, Hong Kong SAR, or Taiwan; or at least 50% of its
assets are situated in China, Hong Kong SAR, or Taiwan.

The Fund invests in issuers that Schroder believes offer the potential for
capital growth. In identifying candidates for investment, Schroder considers a
variety of factors, including the issuer's's likelihood of above average
earnings growth, the securities' attractive relative valuation, and whether the
issuer has any proprietary advantages. Securities generally are sold when they
reach fair valuation or when significantly more attractive investment candidates
become available.

The Fund also may do the following:

- Engage in a variety of transactions involving the use of options and
futures contracts.

- Engage in currency exchange transactions relating to Chinese and
Taiwanese currencies.

- Invest in closed-end investment companies.

PRINCIPAL RISKS.

- INVESTMENT IN CHINA, HONG KONG SAR, AND TAIWAN. Investment in China, Hong
Kong SAR, and Taiwan entails significant risks. China is a communist
country, and there can be no assurance that economic or market reforms
that have occurred in recent years will continue, or that they will not
be scaled back. In particular, it is possible that political instability,
including changes of leadership at various levels of government within
China or a political reaction against capitalism, will lead to economic
uncertainty or to changes in economic or market conditions which are
adverse to investments in securities or issuers organized or doing
business in China. Additionally, relations between China and certain
other Asian nations have historically been unfriendly and at times
hostile. Increased hostility between China and such nations would likely
have an adverse impact on the values of the Fund's investments in China.

- FOREIGN SECURITIES. Investments in foreign securities entail risks not
present in domestic investments including, among other things, risks
related to political or economic instability, foreign currency (such as
exchange, valuation, and fluctuation risks), and taxation. Additionally,
because the Fund invests in foreign securities, it is subject to the risk
that foreign issuers or other foreign entities may not have adequately
prepared their computer systems to address the "Year 2000" problem, which
could have an adverse impact on the foreign securities markets generally
and therefore reduce the value of the Fund's portfolio investments.

9
<PAGE>
- SMALL COMPANIES. The Fund may invest a substantial portion of its assets
in small companies (i.e. companies with market capitalizations below $1
billion), which tend to be more vulnerable to adverse developments than
larger companies. Small companies may have limited product lines,
markets, or financial resources, or may depend on a limited management
group. Their securities may trade infrequently and in limited volumes. As
a result, the prices of these securities may fluctuate more than the
prices of securities of larger, more widely traded companies. Also, there
may be less publicly available information about small companies or less
market interest in their securities as compared to larger companies, and
it may take longer for the prices of the securities to reflect the full
value of their issuers' earnings potential or assets.

- EQUITY SECURITIES. Another risk of investing in the Fund is the risk that
the value of the equity securities in the Fund is the risk that the value
of the equity securities in the portfolio will fall, or will not
appreciate as anticipated by Schroder, due to factors that adversely
affect markets in general or particular companies in the portfolio.

SCHRODER U.S. DIVERSIFIED GROWTH FUND
(FORMERLY, SCHRODER U.S. EQUITY FUND)

INVESTMENT OBJECTIVE. To seek growth of capital.

PRINCIPAL RISK.

10
<PAGE>
The bar chart and table below provide some indication of the risks of investing
in the Fund by showing the variability of its returns and comparing the Fund's
performance to a broad measure of market performance. Because the Fund does not
have a full calendar year of performance to show for its Advisor Shares, the bar
chart and table show performance of the Fund's Investor Shares, which have been
offered since the inception of the Fund.

SCHRODER U.S. DIVERSIFIED GROWTH FUND - INVESTOR SHARES*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN
<S> <C>
1989 24.42%
1990 -4%
1991 38.28%
1992 15.23%
1993 12.50%
1994 -5.21%
1995 28.03%
1996 21.48%
1997 23.33%
1998 21.94%
Calendar Year End
</TABLE>

The year-to-date return for the period ended June 30, 1999 was 13.06%. During
the periods shown above, the highest quarterly return was 26.48% for the
quarter ended December 31, 1998, and the lowest was -15.40% for the quarter
ended September 30, 1998.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS ONE FIVE TEN
(FOR PERIODS ENDING DECEMBER 31, 1998) YEAR YEARS YEARS
<S> <C> <C> <C>
Schroder U.S. Diversified Growth Fund* 21.94% 17.25% 16.84%
Standard & Poor's 500 Index** 28.58% 21.37% 16.02%
</TABLE>

** The Standard & Poor's 500 Index is a market value weighted composite index
of 500 large capitalization U.S. companies and reflects the reinvestment of
dividends.

SCHRODER U.S. SMALLER COMPANIES FUND

INVESTMENT OBJECTIVE. Capital appreciation.

PRINCIPAL RISKS.

- SMALL COMPANIES. The Fund invests primarily in small companies, which
tend to be more vulnerable to adverse developments than larger companies.
Small companies may have limited product

11
<PAGE>
lines, markets, or financial resources, or may depend on a limited
management group. Their securities may trade less frequently and in
limited volumes. As a result, the prices of these securities may
fluctuate more than the prices of securities of larger, more widely
traded companies. Also, there may be less publicly available information
about small companies or less market interest in their securities as
compared to larger companies, and it may take longer for the prices of
the securities to reflect the full value of their issuers' earnings
potential or assets.

SCHRODER U.S. SMALLER COMPANIES FUND - ADVISOR SHARES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN
<S> <C>
1997 26.60%
1998 -9.39%
Calendar Year End
</TABLE>

The year-to-date return for the period ended June 30, 1999 was 7.29%. During
the periods shown above, the highest quarterly return was 18.53% for the
quarter ended June 30, 1997, and the lowest was -23.22% for the quarter ended
September 30, 1998.

<TABLE>
<CAPTION>
SINCE INCEPTION
OF ADVISOR
AVERAGE ANNUAL TOTAL RETURNS ONE SHARES
(FOR PERIODS ENDING DECEMBER 31, 1998) YEAR (12/23/96)
<S> <C> <C>
Schroder U.S. Smaller Companies Fund -9.39% 7.72%
Russell 2000 Index* -2.55% 9.31%
</TABLE>

* The Russell 2000 Index is a market capitalization weighted broad based index
of 2000 small capitalization U.S. companies.

12
<PAGE>
FEES AND EXPENSES

THESE TABLES DESCRIBE THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
ADVISOR SHARES OF THE FUNDS.

SHAREHOLDER FEES

(paid directly from your investment):

ANNUAL FUND OPERATING EXPENSES

(expenses that are deducted from Fund assets):

<TABLE>
<CAPTION>
SCHRODER SCHRODER SCHRODER
SCHRODER INTERNATIONAL SCHRODER U.S. U.S.
SCHRODER EMERGING SMALLER GREATER DIVERSIFIED SMALLER
INTERNATIONAL MARKETS COMPANIES CHINA GROWTH COMPANIES
FUND FUND FUND FUND FUND FUND
------------ --------- ------------ --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Management Fees(1).......... 0.71%(5) 1.25% 1.10% 1.15% 0.75% 0.75%
Distribution (12b-1)
Fees(2).................... None None None None None None
Other Expenses
(includes a 0.25%
shareholder servicing
fee)(3).................... 0.58% 9.74% 4.41% 1.34% 1.35% 1.77%
------ --------- ------ --------- ---------- ----------
Total Annual Fund Operating
Expenses................... 1.29% 10.99% 5.51% 2.49% 2.10% 2.52%
Fee Waiver(s) and/or Expense
Limitation(4).............. 0.05% 9.04% 3.76% 0.24% 0.35% 0.78%
------ --------- ------ --------- ---------- ----------
Net Expenses(4)............. 1.24% 1.95% 1.75% 2.25% 1.75% 1.74%
</TABLE>

(1) Management Fees include both investment advisory fees and fees paid for
fund administration.

(2) Each Fund has adopted a Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, with respect to its Advisor
Shares. Although the Trustees have not currently authorized payments under
the Distribution Plan, payments by a Fund under its Shareholder Service
Plan, which will not exceed the annual rate of 0.25% of a Fund's average
daily net assets, will be deemed to have been made pursuant to the
Distribution Plan to the extent such payments may be considered to be
primarily intended to result in the sale of the Fund's Advisor Shares.

(3) Other Expenses and Total Fund Operating Expenses for each Fund other than
Schroder U.S. Smaller Companies Fund are estimated based on anticipated
expenses for that Fund's current fiscal year.

(4) The Net Expenses shown above reflect the effect of contractually imposed
expense limitations and/or fee waivers on the Total Annual Fund Operating
Expenses of the Funds, which are in effect until October 1, 2000 in the
case of Funds with a May 31 fiscal year end, and until March 1, 2000 in the
case of Funds with an October 31 fiscal year end.

(5) The Expense information for Schroder International Fund has been restated
to reflect current Management Fees. Prior to June 1, 1999, the Fund paid
Management Fees of 0.675%.

13
<PAGE>
EXAMPLE

This Example is intended to help you compare the cost of investing in a Fund
with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in Advisor Shares of a Fund for the
time periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment earns a 5% return each
year and that the Fund's Total Annual Fund Operating Expenses remain the same as
those set forth above (absent the noted Fee Waiver and/or Expense Limitation).
Your actual costs may be higher or lower. Based on these assumptions, your costs
would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Schroder International Fund* $ 132 $ 411 $ 712 $ 1,564
Schroder Emerging Markets Fund* $ 1,126 $ 3,172 $ 4,970 $ 8,566
Schroder International Smaller Companies Fund* $ 550 $ 1,640 $ 2,720 $ 5,372
Schroder Greater China Fund* $ 255 $ 785 $ 1,340 $ 2,853
Schroder U.S. Diversified Growth Fund* $ 213 $ 658 $ 1,129 $ 2,431
Schroder U.S. Smaller Companies Fund* $ 258 $ 794 $ 1,355 $ 2,883
</TABLE>

* Assuming that each of the Fund's operating expenses remain the same as Net
Expenses set forth above, based on the other assumptions described above, your
costs would be as follows for 1 year, 3 years, 5 years, and 10 years,
respectively:

Schroder International Fund -- $127, $396, $685, and $1,507.

Schroder Emerging Markets Fund -- $200, $618, $1,061, and $2,291.

Schroder International Smaller Companies Fund -- $178, $551, $949, and $2,062.

Schroder Greater China Fund -- $231, $711, 1,217, and 2,607.

Schroder U.S. Diversified Growth Fund -- $178, $551, $949, and $2,062.

Schroder U.S. Smaller Companies Fund -- $178, $552, $951, and $2,065.

14
<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS

RISKS OF INVESTING IN THE FUNDS

Special tax considerations apply to foreign securities. In determining whether
to invest in debt securities of foreign issuers, Schroder considers the likely
impact of foreign taxes on the net yield available to the Fund and its
shareholders. Income received by a Fund from sources within foreign countries
may be reduced by

15
<PAGE>
withholding and other taxes imposed by such countries. Tax conventions between
certain countries and the United States may reduce or eliminate such taxes. Any
such taxes paid by a Fund will reduce its income available for distribution to
shareholders. In certain circumstances, a Fund may be able to pass through to
shareholders credits for foreign taxes paid.

DEBT SECURITIES. To a limited extent, all of the Funds may invest in debt
securities. Debt securities are subject to the risk of fluctuation of market
value in response to changes in interest rates and the risk that the issuer may
default on the timely payment of principal and interest. Also, to a limited
extent, all of the Funds may invest in junk bonds, which are lower- quality,
high-yielding debt securities rated below Baa or BBB by Moody's Investors
Service Inc. or Standard & Poor's Rating Group (or, if they are unrated, which
Schroder believes to be of comparable quality). See the Statement of Additional
Information for further descriptions of securities ratings assigned by Moody's
and Standard & Poor's. Lower-rated debt securities are predominantly speculative
and tend to be more susceptible than other debt securities to adverse changes in
the financial condition of the issuer, general economic conditions, or an
unanticipated rise in interest rates, which may affect an issuer's ability to
pay interest and principal. This would likely make the values of the securities
held by a Fund more volatile and could limit the Fund's ability to liquidate its
securities. Changes in the ratings of any fixed-income security and in the
perceived ability of an issuer to make payments of interest and principal also
may affect the value of these investments.

RISKS OF SMALLER CAPITALIZATION COMPANIES. Schroder International Smaller
Companies Fund, Schroder Greater China Fund, and Schroder U.S. Smaller Companies
Fund invest in companies that are smaller and less well-known than larger, more
widely held companies. Small and mid-cap companies may offer greater
opportunities for capital appreciation than larger companies, but may also
involve certain special risks. They are more likely than larger companies to
have limited product lines, markets or financial resources, or to depend on a
small, inexperienced management group. Securities of smaller companies may trade
less frequently and in lesser volume than more widely held securities and their
values may fluctuate more sharply than other securities. They may also trade in
the over-the- counter market or on a regional exchange, or may otherwise have
limited liquidity. These securities may therefore be more vulnerable to adverse
developments than securities of larger companies and the Funds may have
difficulty establishing or closing out their securities positions in smaller
companies at prevailing market prices. Also, there may be less publicly
available information about smaller companies or less market interest in their
securities as compared to larger companies, and it may take longer for the
prices of the securities to reflect the full value of their issuers' earnings
potential or assets.

OTHER INVESTMENT STRATEGIES AND TECHNIQUES

FOREIGN CURRENCY EXCHANGE TRANSACTIONS. Changes in currency exchange rates will
affect the U.S. dollar value of Fund assets, including securities denominated in
foreign currencies. Exchange rates between the U.S. dollar and other currencies
fluctuate in response to forces of supply and demand in the foreign exchange
markets. These forces are affected by the international balance of payments and
other political, economic and financial conditions, which may be difficult to
predict. A Fund may engage in currency exchange transactions to protect against
unfavorable fluctuations in exchange rates.

16
<PAGE>
settlement date ("transaction hedging") or in anticipation of placing a trade
("anticipatory hedging"); to "lock in" the U.S. dollar value of interest and
dividends to be paid in a foreign currency; or to hedge against the possibility
that a foreign currency in which portfolio securities are denominated or quoted
may suffer a decline against the U.S. dollar ("position hedging").

A Fund incurs foreign exchange expenses in converting assets from one currency
to another. Although there is no limit on the amount of any Fund's assets that
may be invested in foreign currency exchange and foreign currency forward
contracts, each Fund may enter into such transactions only to the extent
necessary to effect the hedging transaction described above. Suitable foreign
currency hedging transactions may not be available in all circumstances and
there can be no assurance that a Fund will utilize hedging transactions at any
time.

INVESTMENT IN OTHER INVESTMENT COMPANIES. Each Fund (other than Schroder U.S.
Diversified Growth Fund) may invest in other investment companies or pooled
vehicles, including closed-end funds, that are advised by Schroder or its
affiliates or by unaffiliated parties. When investing in another investment
company, a Fund may pay a premium above such investment company's net asset
value per share. As a shareholder in an investment company, a Fund would bear
its ratable share of the investment company's expenses, including advisory and
administrative fees, and would at the same time continue to pay its own fees and
expenses.

17
<PAGE>
these securities as the income accrues, even though the Fund is not receiving
the income in cash on a current basis. Thus, the Fund may have to sell other
investments, including when it may not be advisable to do so, to make income
distributions.

TEMPORARY DEFENSIVE STRATEGIES. At times, Schroder may judge that conditions in
the securities markets make pursuing a Fund's basic investment strategy
inconsistent with the best interests of its shareholders. At such times,
Schroder may temporarily use alternate investment strategies primarily designed
to reduce fluctuations in the value of a Fund's assets. In implementing these
"defensive" strategies, the Fund would invest in high-quality debt securities,
cash, or money market instruments to any extent Schroder considers consistent
with such defensive strategies. It is impossible to predict when, or for how
long, a Fund will use these alternate strategies. One risk of taking such
temporary defensive positions is that the Fund may not achieve its investment
objective.
OTHER INVESTMENTS. The Funds may also invest in other types of securities and
utilize a variety of investment techniques and strategies that are not described
in this Prospectus. These securities and techniques may subject the Funds to
additional risks. Please see the Statement of Additional Information for
additional information about the securities and investment techniques described
in this Prospectus and about additional techniques and strategies that may be
used by the Funds.
MANAGEMENT OF THE FUNDS

INVESTMENT ADVISORY FEES PAID BY THE FORMER RELATED PORTFOLIOS. Prior to June 1,
1999 each of the Funds, except Schroder U.S. Diversified Growth Fund and
Schroder Greater China Fund, invested substantially all of its investable assets
in a separate portfolio (each a "Former Related Portfolio") of Schroder Capital
Funds. For the fiscal year ended October 31, 1998 (May 31, 1999, in the case of
Schroder U.S. Smaller Companies Portfolio and Schroder EM Core Portfolio), each
Former Related Portfolio paid investment advisory fees to Schroder at the
following annual rates (based on the average net assets of each Former Related
Portfolio taken separately): INTERNATIONAL EQUITY FUND (THE FORMER RELATED
PORTFOLIO OF SCHRODER INTERNATIONAL FUND): 0.43%; SCHRODER EM CORE PORTFOLIO
(THE FORMER RELATED PORTFOLIO OF SCHRODER EMERGING MARKETS FUND): 1.00%;
SCHRODER INTERNATIONAL SMALLER COMPANIES PORTFOLIO: 0.00%; AND SCHRODER U.S.
SMALLER COMPANIES PORTFOLIO: 0.60%.

18
<PAGE>
Pursuant to the Investment Subadvisory Agreement, Schroder pays SIMIL a monthly
fee at the annual rate of 0.25% of the average daily net assets of Schroder
International Smaller Companies Fund.

INVESTMENT ADVISORY FEES PAID BY SCHRODER U.S. DIVERSIFIED GROWTH FUND. For the
fiscal year ended October 31, 1998, SCHRODER U.S. DIVERSIFIED GROWTH FUND paid
investment advisory fees to Schroder at the annual rate of 0.45% of its Fund's
average net assets.

EXPENSE LIMITATIONS AND WAIVERS. In order to limit the Funds' expenses, Schroder
is contractually obligated to reduce its compensation (and, if necessary, to pay
certain other Fund expenses) until October 1, 2000 in the case of Funds with a
May 31 fiscal year end and until March 1, 2000 (in the case of Funds with an
October 31 fiscal year end) to the extent that each Fund's total operating
expenses attributable to its Advisor Shares exceed the following annual rates
(based on the average net assets of each Fund taken separately): SCHRODER
INTERNATIONAL FUND: 1.24%; SCHRODER EMERGING MARKETS FUND: 1.95%; SCHRODER
INTERNATIONAL SMALLER COMPANIES FUND: 1.75%; SCHRODER GREATER CHINA FUND: 2.25%;
SCHRODER U.S. DIVERSIFIED GROWTH FUND: 1.75%; AND SCHRODER U.S. SMALLER
COMPANIES FUND: 1.74%. Schroder has contractually agreed that, in any event, the
advisory fees paid to it by Schroder U.S. Diversified Growth Fund through May
31, 2000 will be limited to 0.65% of the Fund's average daily net assets.
Schroder is contractually obligated through May 31, 2000 to waive 0.10% of the
advisory fees payable by Schroder International Smaller Companies Fund. In
addition, Schroder and its affiliates have voluntarily undertaken, until further
notice, to limit their fees or to pay a portion of the expenses incurred by
Schroder U.S. Smaller Companies Fund in respect of its Advisor Shares so that
the Net Expenses of the Fund's Advisor Shares will not exceed the Net Expenses
of the Fund's Investor Shares by more than 0.25%.

PORTFOLIO MANAGERS. Schroder's investment decisions for each of the Funds are
generally made by an investment manager or an investment team, with the
assistance of an investment committee; all investment decisions for Schroder
International Smaller Companies Fund are made by an investment committee. The
following portfolio managers have had primary responsibility for making
investment decisions for the Funds since the years shown below. Their recent
professional experience is also shown.

Schroder Emerging John Troiano Inception (1997) Employed as an investment
Markets Fund professional at Schroder since
1986. Mr. Troiano is the Chief
Executive and director of
Schroder, and a Vice President of
the Trust and of Schroder Capital
Funds.

Heather Crighton Inception (1997) Employed as an investment
professional at Schroder since
1993. Ms. Crighton is a Director
and a Senior Vice President of
Schroder.
</TABLE>

19
<PAGE>

Schroder Greater China Heather Crighton Inception (1998) See above.
Fund

Schroder U.S. Smaller Ira L. Unschuld 1997 (sole manager since Employed as an investment
Companies 1998) professional at Schroder since
1990. Mr. Unschuld is a Vice
President of the Trust and a
Director and Senior Vice
President of Schroder.
</TABLE>

HOW THE FUNDS' SHARES ARE PRICED

Each Fund calculates the net asset value of its Advisor Shares by dividing the
total value of its assets attributable to its Advisor Shares, less its
liabilities attributable to those shares, by the number of Advisor Shares
outstanding. Shares are valued as of the close of trading on the New York Stock
Exchange (normally 4:00 p.m.) each day the Exchange is open. The Trust expects
that days, other than weekend days, that the Exchange will not be open are New
Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The Funds
value their portfolio securities for which market quotations are readily
available at market value. Short-term investments that will mature in 60 days or
less are stated at amortized cost, which approximates market value. The Funds
value securities and assets for which market values are not ascertainable at
their fair values as determined in accordance with procedures adopted by the
Board of Trustees. All assets and liabilities of a Fund denominated in foreign
currencies are valued in U.S. dollars based on the mid-market price of such
currencies against the U.S. dollar last quoted prior to the time when the net
asset value of the Fund's shares is calculated. Because certain of the
securities in which the Funds may invest may trade on days when the Funds do not
price their Advisor Shares, the net asset value of a Fund's Advisor Shares may
change on days when shareholders will not be able to purchase or redeem their
Advisor Shares. The net asset value of a Fund's Advisor Shares will generally
differ from that of its Investor Shares, due to the variance in daily net income
realized by and dividends paid on each class of shares, and differences in the
expenses of Advisor Shares and Investor Shares.

HOW TO BUY SHARES

You may purchase Advisor Shares of each Fund directly from the Trust or through
a service organization such as a bank, trust company, broker-dealer, or other
financial organization (a Service Organization) having an arrangement with
Schroder Fund Advisors Inc., the distributor of the Trust's shares. If you do
not

20
<PAGE>
have a Service Organization, Schroder Fund Advisors Inc. can provide you with a
list of available firms. Your Service Organization is responsible for forwarding
all of the necessary documentation to the Trust, and may charge you separately
for its services.

Advisor Shares of each of the Funds are sold at their net asset value next
determined after the Trust receives your order. In order for you to receive the
Fund's next determined net asset value, the Trust must receive your order before
the close of regular trading on the New York Stock Exchange.

If the Advisor Shares you purchase will be held in your own name (rather than in
the name of your Service Organization), your payment for the shares must be
accompanied by a completed Account Application in proper form. The Trust or
State Street Bank and Trust Company, the Trust's Transfer Agent, may request
additional documentation, such as copies of corporate resolutions and
instruments of authority, from corporations, administrators, executors, personal
representatives, directors, or custodians. You may obtain an Account Application
from State Street Bank and Trust Company, 66 Brooks Drive, Braintree, MA 02184,
Attn: Schroder Funds, or by calling (800) 464-3108. You may also obtain an
Account Application from your Service Organization.

INVESTMENT MINIMUMS

The minimum investment for initial and additional purchases for each Fund is as
follows:

<TABLE>
<CAPTION>
INITIAL ADDITIONAL
INVESTMENT INVESTMENTS
----------- -----------
<S> <C> <C>
Regular Accounts $ 2,500 $ 2,500
Traditional IRAs $ 250 $ 250
</TABLE>

You also may meet the minimum initial investment requirement based in cumulative
purchases by means of a written Statement of Intention, expressing your
intention to invest at least the minimum investment amount applicable to a
particular Fund, or more, in Investor Shares of a Fund within 13 months. You may
enter into a Statement of Intention in conjunction with your initial investment
in Advisor Shares by completing the appropriate section of the Account
Application. Current Fund shareholders can obtain a Statement of Intention form
by contacting the Transfer Agent. The Fund reserves the right to redeem your
shares in the Fund if, at the end of the Statement of Intention period, your
account does not have a value of at least the minimum initial investment amount.

The Trust is authorized to reject any purchase order.

PURCHASES BY CHECK

21
<PAGE>
You should mail your check and your completed Account Application to:

Schroder [Name of Fund] -- Advisor Shares
66 Brooks Drive
Braintree, Massachusetts 02184

Your payments should clearly indicate the shareholder's name and account number,
if applicable.

PURCHASES BY BANK WIRE/TELEPHONE

Once you have an account number, you may purchase Advisor Shares through your
Service Organization or by telephoning the Transfer Agent at (800) 464-3108 to
give notice that you will be sending funds by wire, and then arranging with your
bank to wire funds to the Trust. Your purchase will not be processed until the
Trust has received the wired funds.

Federal Reserve Bank wire instructions are as follows:

The wire order must specify the name of the Fund, the shares' class (I.E.,
Advisor Shares), the account name and number, address, confirmation number,
amount to be wired, name of the wiring bank, and name and telephone number of
the person to be contacted in connection with the order.

OTHER PURCHASE INFORMATION

Advisor Shares of each Fund may be purchased for cash or in exchange for
securities held by the investor, subject to the determination by Schroder that
the securities are acceptable. Schroders reserves the right to reject any
particular investment. Investors interested in purchases through exchange should
telephone Schroder at (800) 464-3108.

Schroder Fund Advisors Inc., Schroder, or their affiliates may, at their own
expense and out of their own assets, provide compensation to dealers or other
financial intermediaries in connection with sales of Trust shares or shareholder
servicing. In some instances, this compensation may be made available only to
certain dealers or other financial intermediaries who have sold or are expected
to sell significant amounts of shares of the Trust.

22
<PAGE>
HOW TO SELL SHARES

You may sell your Advisor Shares back to a Fund on any day the New York Stock
Exchange is open, either through your Service Organization or directly to the
Fund. If your shares are held in the name of a Service Organization, you may
only sell the shares through that Service Organization. The Service Organization
may charge you for its services. If you choose to sell your shares directly to
the Fund, you may do so by sending a letter of instruction or stock power form
to the Trust, or by calling the Transfer Agent at (800) 464-3108.

The price you will receive is the net asset value next determined after receipt
of your redemption request in good order. A redemption request is in good order
if it includes the exact name in which the shares are registered, the investor's
account number, and the number of shares or the dollar amount of shares to be
redeemed, and, for written requests, if it is signed exactly in accordance with
the registration form. If you hold your Advisor Shares in certificate form, you
must submit the certificates and sign the assignment form on the back of the
certificates. Signatures must be guaranteed by a bank, broker-dealer, or certain
other financial institutions. You may redeem your Advisor Shares by telephone
only if you elected the telephone redemption privilege option on your Account
Application or otherwise in writing. Shares for which certificates have been
issued may not be redeemed by telephone. The Trust may require additional
documentation from shareholders that are corporations, partnerships, agents,
fiduciaries, or surviving joint owners.

If you redeem shares through your Service Organization, your Service
Organization is responsible for ensuring that the Transfer Agent receives your
redemption request in proper form and at the appropriate time.

The Trust will pay you for your redemptions as promptly as possible and in any
event within seven days after the request for redemption is received in writing
in good order. (The Trust generally sends payment for shares the business day
after a request is received.) Under unusual circumstances, the Trust may suspend
redemptions or postpone payment for more than seven days, as permitted by law.
If you paid for your Advisor Shares by check, you will not be sent redemption
proceeds until the check you used to pay for the Advisor Shares has cleared,
which may take up to 15 calendar days from the purchase date.

23
<PAGE>
WIRE TRANSFERS

If your Service Organization receives Federal Reserve wires, you may instruct
that your redemption proceeds be forwarded by wire to your account with your
Service Organization; you may also instruct that your redemption proceeds be
forwarded to you by a wire transfer. Please indicate your Service Organization's
or your own complete wiring instructions.

ADDITIONAL INFORMATION ABOUT ADVISOR SHARES

The Trust sells Advisor Shares of the Funds at their net asset value without any
sales charges or loads, so that the full amount of your purchase payment is
invested in the Fund you select. You also receive the full value of your Advisor
Shares when you sell them back to a Fund, without any deferred sales charge.

SHAREHOLDER SERVICING PLAN. The Trust has adopted a Shareholder Servicing Plan
(the "Service Plan") for the Advisor Shares of each Fund. Under the Service
Plan, each Fund pays fees to Schroder Fund Advisors Inc. at an annual rate of up
to 0.25% of the average daily net assets of the Fund represented by Advisor
Shares. Schroder Fund Advisors Inc. may enter into shareholder service
agreements with Service Organizations pursuant to which the Service
Organizations provide administrative support services to their customers who are
Fund shareholders. In return for providing these support services, a Service
Organization may receive payments from Schroder Fund Advisors Inc. at a rate not
exceeding 0.25% of the average daily net assets of the Advisor Shares of each
Fund for which the Service Organization is the holder of record. Some Service
Organizations may impose additional conditions or fees. For instance a Service
Organization may require its clients to invest more than the minimum amounts
required by the Trust for initial or subsequent investments or may charge a
direct fee for its services. These fees would be in addition to any amounts
which you pay as a shareholder of a Fund or amounts which might be paid to the
Service Organization by Schroder Fund Advisors Inc. Please contact your Service
Organization for details. Schroder intends that payments made under the Service
Plan be used for administrative support services, and not for distribution of
the Funds' Advisor Shares.

DISTRIBUTION PLANS. Each Fund has adopted a Distribution Plan which allows the
Fund to pay distribution fees for the sale and distribution of its Advisor
Shares. Under the Plans, each Fund may pay Schroder Fund Advisors Inc.
compensation in an amount limited in any fiscal year to the annual rate of 0.50%
of the Fund's average daily net assets attributable to its Advisor Shares. The
Trustees have not currently authorized payments under the Distribution Plan,
although payments by a Fund under the Shareholder Service Plan, will be deemed
to have been made pursuant to the Distribution Plan to the extent such payments
may be considered to be primarily intended to result in the sale of the Fund's
Advisor Shares. To the extent that payments are made in the future under any
distribution plan, they would be paid out of a Fund's assets attributable to its
Advisor Shares on an ongoing basis, would increase the cost of your investment,
and, in the long run, may cost you more than paying other types of sales charges
imposed by other funds.

EXCHANGES

You can exchange your Advisor Shares of the Fund for Advisor Shares of any other
fund in the Schroder family of funds at any time at their respective net asset
values. The exchange would be treated as a sale of your Advisor Shares and any
gain on the exchange may be subject to federal income tax. To exchange shares,
please call the Trust at (800) 464-3108.

DIVIDENDS AND DISTRIBUTIONS

Each Fund distributes any net investment income and any net realized capital
gain at least annually. Distributions from net capital gain are made after
applying any available capital loss carryovers.

24
<PAGE>
YOU CAN CHOOSE FROM FOUR DISTRIBUTION OPTIONS:

- Reinvest all distributions in additional Advisor Shares of your Fund;

- Receive distributions from net investment income in cash while
reinvesting capital gains distributions in additional Advisor Shares of
your Fund;

- Receive distributions from net investment income in additional Advisor
Shares of your Fund while receiving capital gain distributions in cash;
or

- Receive all distributions in cash.

You can change your distribution option by notifying the Transfer Agent in
writing. If you do not select an option when you open your account, all
distributions by a Fund will be reinvested in Advisor Shares of that Fund. You
will receive a statement confirming reinvestment of distributions in additional
Fund shares promptly following the period in which the reinvestment occurs.

TAXES

TAXES ON DIVIDENDS AND DISTRIBUTIONS. For federal income tax purposes,
distributions of investment income are taxable as ordinary income. Taxes on
distributions of capital gains are determined by how long your Fund owned the
investments that generated the gains, rather than how long you have owned your
shares. Distributions are taxable to you even if they are paid from income or
gains earned by a Fund before you invested (and thus were included in the price
you paid for your shares). Distributions of gains from investments that a Fund
owned for more than 12 months will be taxable as long-term capital gains
(generally at a 20 percent rate for non-corporate shareholders). Distributions
of gains from investments that the Fund owned for 12 months or less will be
taxable as ordinary income. Distributions are taxable whether you received them
in cash or reinvested them in additional shares of the Funds.

25
<PAGE>
YEAR 2000 DISCLOSURE

26
<PAGE>
FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the financial
performance of each of Schroder U.S. Smaller Companies Fund and Schroder
International Fund since the Funds began offering Advisor Shares. (No Advisor
Shares of any other Fund have ever been sold.) The total returns represent the
rate that an investor would have earned or lost on an investment in Advisor
Shares of a Fund, assuming reinvestment of all dividends and distributions.

The financial highlights presented below for Schroder U.S. Smaller Companies
Fund and Schroder International Fund have been audited by PricewaterhouseCoopers
LLP, independent accountants to the Funds. The financial statements for those
Funds and the related independent accountants' reports are contained in the
Funds' Annual Reports and are incorporated by reference into the Statement of
Additional Information. Copies of the Funds' Annual and Semi-Annual Reports may
be obtained without charge by writing the Funds at 66 Brooks Drive, Braintree,
MA 02184 or by calling (800) 464-3108.

SCHRODER U.S. SMALLER COMPANIES FUND

<TABLE>
<CAPTION>
FOR THE FOR THE
FOR THE YEAR ENDED PERIOD ENDED
YEAR ENDED MAY 31, MAY 31,
MAY 31, 1999 1998 1997(a)
---------------- ---------- ------------
<S> <C> <C> <C>
Net Asset Value, Beginning of
Period $14.72 $13.24 $11.89
------- ---------- ------------
Investment Operations:
Net Investment Income
(Loss)(b) (0.12) (0.05) (0.03)
Net Realized and Unrealized
Gain (Loss) on Investments (1.83) 2.79 1.38
------- ---------- ------------
Total from Investment Operations (1.95) 2.74 1.35
------- ---------- ------------
Distributions from Net Realized
Gain on Investments (0.03) (1.26) -
------- ---------- ------------
Net Asset Value, End of Period $12.74 $14.72 $13.24
------- ---------- ------------
------- ---------- ------------
Total Return(c)(d) (13.25)% 21.50% 11.35%
Ratios/Supplementary Data
Net Assets, End of Period (in
thousands) $4,883 $4,544 $81
Ratios to Average Net Assets:
Expenses After Expense
Limitations(b) 1.69% 1.58% 1.74%(e)
Expenses Before Expense
Limitations(b) 2.52% 3.88% 57.02%(e)
Net Investment Income (Loss)
After Expense Limitations(b) (0.95)% (0.78)% (0.67)%(e)
Portfolio Turnover Rate(f) 119% 55% 34%
</TABLE>

(a) Since commencement of operations on December 23, 1996.

(b) Includes the Fund's proportionate share of income and expenses of the Former
Related Portfolio, the Schroder U.S. Smaller Companies Portfolio.

(d) Total returns would have been lower had certain expenses not been limited
during the period shown.

(e) Annualized.

(f) Portfolio Turnover Rate represents the turnover of the Former Related
Portfolio.

27
<PAGE>
SCHRODER INTERNATIONAL FUND

<TABLE>
<CAPTION>
FOR THE
PERIOD ENDED
OCTOBER 31,
1998(a)
------------------
<S> <C>
Net Asset Value, Beginning of Period $16.35
-------
Investment Operations:
Net Investment Income (Loss)(b) 0.21(e)
Net Realized and Unrealized Gain (Loss) on Investments 0.45
-------
Total from Investment Operations 0.66
-------
Net Asset Value, End of Period $ 17.01
-------
-------
Total Return(c) 4.04%
Ratios/Supplementary Data
Net Assets, End of Period (in thousands) $ -(f)
Ratios to Average Net Assets:
Expenses After Expense Limitation(b) 1.24%
Expenses Before Expense Limitation(b) -%(g)
Net Investment Income (Loss) After Expense Limitation(b) 1.38%
Portfolio Turnover Rate(d) 53%
</TABLE>

(a) Advisor Class shares were first issued on January 21, 1998.

(b) Includes the Fund's proportionate share of income and expenses of the
Schroder International Equity Fund.

(c) Total return, which is not annualized, would have been lower had certain
expenses not been reduced during the period shown.

(d) Rate represents the turnover of the Schroder International Equity Fund.

(e) Based on average share method.

(f) Net assets at end of period were less than one thousand dollars.

(g) Amount is not meaningful due to short period of operations and small asset
level.

28
<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE) (800) 464-3108 SCHRODER SERIES TRUST (800) 464-3108
SCHRODER INTERNATIONAL FUND SCHRODER LARGE CAPITALIZATION EQUITY FUND
SCHRODER EMERGING MARKETS FUND SCHRODER SMALL CAPITALIZATION VALUE FUND
SCHRODER INTERNATIONAL SMALLER COMPANIES FUND SCHRODER MIDCAP VALUE FUND
SCHRODER GREATER CHINA FUND SCHRODER SHORT-TERM INVESTMENT FUND
SCHRODER U.S. DIVERSIFIED GROWTH FUND SCHRODER INVESTMENT GRADE INCOME FUND
SCHRODER U.S. SMALLER COMPANIES FUND

SCHRODER SERIES TRUST II (800) 464-3108
SCHRODER ALL-ASIA FUND
</TABLE>

29
<PAGE>

INVESTMENT ADVISER
Schroder Investment Management North America 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

SUBADMINISTRATOR
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02101

CUSTODIAN
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02101

TRANSFER AND DIVIDEND DISBURSING AGENT
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02101
(800)464-3108

COUNSEL
Ropes & Gray
One International Place
Boston, Massachusetts 02110

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

[LOGO]

You may review and copy information about the Trust, including its SAI, at the
Securities and Exchange Commission's public reference room in Washington, D.C.
You may also call the Commission at 800-SEC-0330 for information about the
operation of the public reference room. You may also access reports and other
information about the Trust on the Commission's Internet site at WWW.SEC.GOV.
You may get copies of this information, with payment of a duplication fee, by
writing the Public Reference Section of the Commission, Washington, D.C.
20549-6009. You may need to refer to the Trust's file number under the
Investment Company Act, which is 811-1911.

<TABLE>
<S> <C>
Schroder Capital Funds ADVISOR SHARES
(Delaware) PROSPECTUS
P.O. Box 8507 October 1, 1999
Boston, MA 02266
800-464-3108

File No. 811-1911
</TABLE>

<PAGE>
Schroder Capital Funds (Delaware)

Schroder Capital Funds (Delaware)'s statement of additional information (SAI)
and annual and semi-annual reports to shareholders include additional
information about the Funds. The SAI and the financial statements included
in the Trust's most recent annual report to shareholders are incorporated by
reference into this Prospectus, which means they are part of this Prospectus
for legal purposes. The Trust's annual report discusses the market
conditions and investment strategies that significantly affected each Fund's
performance during its last fiscal year. You may get free copies of these
materials, request other information about a Fund, or make shareholder
inquiries by calling 800-464-3108. You may review and copy information about
the Trust, including its SAI, at the Securities and Exchange Commission's
public reference room in Washington, D.C. You may call the Commission at
1-800-SEC-0330 for information about the operation of the public reference
room. You may also access reports and other information about the Trust on
the Commission's Internet site at www.sec.gov. You may get copies of this
information, with payment of a duplication fee, by writing the Public
Reference Section of the Commission, Washington, D.C. 20549-6009. You may
need to refer to the Trust's file number under the Investment Company Act,
which is 811-1911.

WAITING FOR ART

Schroder Capital Funds (Delaware)
P.O. Box 8507
Boston, MA 02266
800-464-3108

File No. 811-1911

<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)

SCHRODER INTERNATIONAL FUND
SCHRODER EMERGING MARKETS FUND
SCHRODER INTERNATIONAL SMALLER COMPANIES FUND
SCHRODER GREATER CHINA FUND
SCHRODER U.S. DIVERSIFIED GROWTH FUND
SCHRODER U.S. SMALLER COMPANIES FUND
SCHRODER MICRO CAP FUND

FORM N-1A
PART B

STATEMENT OF ADDITIONAL INFORMATION

October 1, 1999

This Statement of Additional Information (SAI) is not a prospectus and is only
authorized for distribution when accompanied or preceded by a Prospectus for the
Funds, as amended or supplemented from time to time. This SAI relates to the
Funds' Investor Shares and Advisor Shares. Investor Shares and Advisor Shares
are offered through separate Prospectuses, each dated October 1, 1999. This SAI
contains information which may be useful to investors but which is not included
in the Prospectuses. Investors may obtain free copies of the Prospectuses by
calling the Trust at 800-464-3108.

Certain disclosure has been incorporated by reference into this SAI from the
Funds' annual and semi-annual reports. For a free copy of the annual and
semi-annual reports, please call 800-464-3108.

<PAGE>

TABLE OF CONTENTS
<TABLE>
<S> <C>
TRUST HISTORY................................................................1

FUND CLASSIFICATION..........................................................1

CAPITALIZATION AND SHARE CLASSES.............................................1

MISCELLANEOUS INVESTMENTS, INVESTMENT PRACTICES AND RISKS....................2

INVESTMENT RESTRICTIONS.....................................................14

TRUSTEES AND OFFICERS.......................................................22

SCHRODER AND ITS AFFILIATES.................................................25

INVESTMENT ADVISORY AGREEMENTS..............................................25

ADMINISTRATIVE SERVICES.....................................................28

DISTRIBUTOR.................................................................30

BROKERAGE ALLOCATION AND OTHER PRACTICES....................................31

DETERMINATION OF NET ASSET VALUE............................................34

REDEMPTIONS IN KIND.........................................................35

TAXES.......................................................................35

PRINCIPAL HOLDERS OF SECURITIES.............................................37

PERFORMANCE INFORMATION.....................................................37

CUSTODIAN...................................................................39

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT................................40

INDEPENDENT ACCOUNTANTS.....................................................40

LEGAL COUNSEL...............................................................40

SHAREHOLDER LIABILITY.......................................................40

FINANCIAL STATEMENTS........................................................40
</TABLE>

-i-

<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)

STATEMENT OF ADDITIONAL INFORMATION

TRUST HISTORY

Schroder Capital Funds (Delaware) was organized as a Maryland corporation on
July 30, 1969; reorganized on February 29, 1988 as Schroder Capital Funds, Inc.;
and reorganized as a Delaware business trust organized under the laws of the
State of Delaware on January 9, 1996. The Trust's Trust Instrument, which is
governed by Delaware law, is on file with the Secretary of State of the State of
Delaware.

FUND CLASSIFICATION

The Trust currently offers shares of beneficial interest of eight series with
separate investment objectives and policies. Seven funds (the "Funds") are
offered pursuant to the Prospectuses and this SAI. Each Fund other than Schroder
Emerging Markets Fund and Schroder Greater China Fund is a "diversified"
investment company under the 1940 Act. This means that with respect to 75% of a
Fund's total assets, the Fund may not invest in securities of any issuer if,
immediately after such investment, more than 5% of the total assets of the Fund
(taken at current value) would be invested in the securities of that issuer
(this limitation does not apply to investments in U.S. Government securities).
None of the diversified Funds is subject to this limitation with respect to the
remaining 25% of its total assets. Each of Schroder Emerging Markets Fund and
Schroder Greater China Fund is a "non-diversified" investment company under the
1940 Act, and therefore may invest its assets in a more limited number of
issuers than may diversified investment companies. To the extent a Fund invests
a significant portion of its assets in the securities of a particular issuer, it
will be subject to an increased risk of loss if the market value of the issuer's
securities declines.

CAPITALIZATION AND SHARE CLASSES

The Trust has an unlimited number of shares of beneficial interest that may,
without shareholder approval, be divided into an unlimited number of series of
such shares, which, in turn, may be divided into an unlimited number of classes
of such shares. Each Fund's shares (except Schroder Micro Cap Fund) are
presently divided into two classes, Investor Shares and Advisor Shares. Each
class is offered through a separate Prospectus. Unlike Investor Shares, Advisor
Shares are currently subject to shareholder service fees, so that the
performance of a Fund's Investor Shares should be more favorable than that of
the Fund's Advisor Shares over the same time period. A Fund may suspend the sale
of shares at any time.

Shares entitle their holders to one vote per share, with fractional shares
voting proportionally; however, a separate vote will be taken by each Fund or
class of shares on matters affecting the particular Fund or class, as determined
by the Trustees. For example, a change in a fundamental investment policy for a
Fund would be voted upon only by shareholders of that Fund and a change to a
distribution plan relating to a particular class and requiring shareholder
approval would be voted upon only by shareholders of that class. Shares have
noncumulative voting rights. Although the Trust is not required to hold annual
meetings of its shareholders, shareholders have the right to call a meeting to
elect or remove Trustees or to take other actions as provided in the Trust
Instrument. Shares have no preemptive or subscription rights, and are
transferable. Shares are entitled to dividends as declared by the Trustees, and
if a Fund were liquidated, each class of shares of the Fund would receive the
net assets of the Fund attributable to the class. Because Investor and Advisor
Shares are subject to different expenses, a Fund's dividends and other
distributions will normally differ between the two classes.

<PAGE>

MISCELLANEOUS INVESTMENTS, INVESTMENT PRACTICES AND RISKS

In addition to the principal investment strategies and the principal risks of
the Funds described in the Prospectuses, each Fund may employ other investment
practices and may be subject to additional risks which are described below.
Because the following is a combined description of investment strategies and
risks for all the Funds, certain strategies or risks described below may not
apply to your Fund. Unless a strategy or policy described below is specifically
prohibited by the investment restrictions listed in the Prospectuses, under
"Investment Restrictions" in this SAI, or by applicable law, a Fund may engage
in each of the practices described below.

CERTAIN DERIVATIVE INSTRUMENTS

Derivative instruments are financial instruments whose value depends upon, or is
derived from, the value of an underlying asset, such as a security, index or
currency. As described below, each Fund may engage in a variety of transactions
involving the use of derivative instruments, including options and futures
contracts on securities and securities indices and options on futures contracts.
These transactions may be used by a Fund for hedging purposes or, to the extent
permitted by applicable law, to increase its current return. The Funds may also
engage in derivative transactions involving foreign currencies. See "Foreign
Currency Transactions."

OPTIONS

Each Fund may purchase and sell covered put and call options on its portfolio
securities to enhance investment performance and to protect against changes in
market prices.

COVERED CALL OPTIONS. A Fund may write covered call options on its securities to
realize a greater current return through the receipt of premiums than it would
realize on its securities alone. Such option transactions may also be used as a
limited form of hedging against a decline in the price of securities owned by
the Fund.

A call option gives the holder the right to purchase, and obligates the writer
to sell, a security at the exercise price at any time before the expiration
date. A call option is "covered" if the writer, at all times while obligated as
a writer, either owns the underlying securities (or comparable securities
satisfying the cover requirements of the securities exchanges), or has the right
to acquire such securities through immediate conversion of securities.

In return for the premium received when it writes a covered call option, the
Fund gives up some or all of the opportunity to profit from an increase in the
market price of the securities covering the call option during the life of the
option. The Fund retains the risk of loss should the price of such securities
decline. If the option expires unexercised, the Fund realizes a gain equal to
the premium, which may be offset by a decline in price of the underlying
security. If the option is exercised, the Fund realizes a gain or loss equal to
the difference between the Fund's cost for the underlying security and the
proceeds of the sale (exercise price minus commissions) plus the amount of the
premium.

A Fund may terminate a call option that it has written before it expires by
entering into a closing purchase transaction. A Fund may enter into closing
purchase transactions in order to free itself to sell the underlying security or
to write another call on the security, realize a profit on a previously written
call option, or protect a security from being called in an unexpected market
rise. Any profits from a closing purchase transaction may be offset by a decline
in the value of the underlying security. Conversely, because increases in the
market price of a call option will generally reflect increases in the market
price of the underlying security, any loss resulting from a closing purchase
transaction is likely to be offset in whole or in part by unrealized
appreciation of the underlying security owned by the Fund.

COVERED PUT OPTIONS. A Fund may write covered put options in order to enhance
its current return. Such options transactions may also be used as a limited form
of hedging against an increase in the price of

-2-

<PAGE>

securities that the Fund plans to purchase. A put option gives the holder the
right to sell, and obligates the writer to buy, a security at the exercise price
at any time before the expiration date. A put option is "covered" if the writer
segregates cash and high-grade short-term debt obligations or other permissible
collateral equal to the price to be paid if the option is exercised.

In addition to the receipt of premiums and the potential gains from terminating
such options in closing purchase transactions, the Fund also receives interest
on the cash and debt securities maintained to cover the exercise price of the
option. By writing a put option, the Fund assumes the risk that it may be
required to purchase the underlying security for an exercise price higher than
its then current market value, resulting in a potential capital loss unless the
security later appreciates in value.

A Fund may terminate a put option that it has written before it expires by a
closing purchase transaction. Any loss from this transaction may be partially or
entirely offset by the premium received on the terminated option.

PURCHASING PUT AND CALL OPTIONS. A Fund may also purchase put options to protect
portfolio holdings against a decline in market value. This protection lasts for
the life of the put option because the Fund, as a holder of the option, may sell
the underlying security at the exercise price regardless of any decline in its
market price. In order for a put option to be profitable, the market price of
the underlying security must decline sufficiently below the exercise price to
cover the premium and transaction costs that the Fund must pay. These costs will
reduce any profit the Fund might have realized had it sold the underlying
security instead of buying the put option.

A Fund may purchase call options to hedge against an increase in the price of
securities that the Fund wants ultimately to buy. Such hedge protection is
provided during the life of the call option since the Fund, as holder of the
call option, is able to buy the underlying security at the exercise price
regardless of any increase in the underlying security's market price. In order
for a call option to be profitable, the market price of the underlying security
must rise sufficiently above the exercise price to cover the premium and
transaction costs. These costs will reduce any profit the Fund might have
realized had it bought the underlying security at the time it purchased the call
option.

A Fund may also purchase put and call options to enhance its current return. A
Fund may also buy and sell combinations of put and call options on the same
underlying security to earn additional income.

OPTIONS ON FOREIGN SECURITIES. A Fund may purchase and sell options on foreign
securities if in Schroder's opinion the investment characteristics of such
options, including the risks of investing in such options, are consistent with
the Fund's investment objectives. It is expected that risks related to such
options will not differ materially from risks related to options on U.S.
securities. However, position limits and other rules of foreign exchanges may
differ from those in the U.S. In addition, options markets in some countries,
many of which are relatively new, may be less liquid than comparable markets in
the U.S.

RISKS INVOLVED IN THE SALE OF OPTIONS. Options transactions involve certain
risks, including the risks that Schroder will not forecast interest rate or
market movements correctly, that a Fund may be unable at times to close out such
positions, or that hedging transactions may not accomplish their purpose because
of imperfect market correlations. The successful use of these strategies depends
on the ability of Schroder to forecast market and interest rate movements
correctly.

An exchange-listed option may be closed out only on an exchange which provides a
secondary market for an option of the same series. Although a Fund will enter
into an option position only if Schroder believes that a liquid secondary market
exists, there is no assurance that a liquid secondary market on an exchange will
exist for any particular option or at any particular time. If no secondary
market were to exist, it would be impossible to enter into a closing transaction
to close out an option position. As a result, a Fund may be forced to continue
to hold, or to purchase at a fixed price, a security on which it has sold an
option at a time when Schroder believes it is inadvisable to do so.

-3-

<PAGE>

Higher than anticipated trading activity or order flow or other unforeseen
events might cause The Options Clearing Corporation or an exchange to institute
special trading procedures or restrictions that might restrict the Funds' use of
options. The exchanges have established limitations on the maximum number of
calls and puts of each class that may be held or written by an investor or group
of investors acting in concert. It is possible that the Funds and other clients
of Schroder may be considered such a group. These position limits may restrict
the Funds' ability to purchase or sell options on particular securities.

As described below, each Fund generally expects that its options transactions
will be conducted on recognized exchanges. In certain instances, however, a Fund
may purchase and sell options in the over-the-counter markets. Options which are
not traded on national securities exchanges may be closed out only with the
other party to the option transaction. For that reason, it may be more difficult
to close out over-the-counter options than exchange-traded options. Options in
the over-the-counter market may also involve the risk that securities dealers
participating in such transactions would be unable to meet their obligations to
a Fund. Furthermore, over-the-counter options are not subject to the protection
afforded purchasers of exchange-traded options by The Options Clearing
Corporation. A Fund will, however, engage in over-the-counter options
transactions only when appropriate exchange-traded options transactions are
unavailable and when, in the opinion of Schroder, the pricing mechanism and
liquidity of the over-the-counter markets are satisfactory and the participants
are responsible parties likely to meet their contractual obligations. A Fund
will treat over-the-counter options (and, in the case of options sold by the
Fund, the underlying securities held by the Fund) as illiquid investments as
required by applicable law.

Government regulations, particularly the requirements for qualification as a
"regulated investment company" under the Internal Revenue Code, may also
restrict the Trust's use of options.

FUTURES CONTRACTS

In order to hedge against the effects of adverse market changes, each Fund that
may invest in debt securities may buy and sell futures contracts on U.S.
Government securities and other debt securities in which the Fund may invest,
and on indices of debt securities. In addition, each Fund that may invest in
equity securities may purchase and sell stock index futures to hedge against
changes in stock market prices. Each Fund may also, to the extent permitted by
applicable law, buy and sell futures contracts and options on futures contracts
to increase the Fund's current return. All such futures and related options
will, as may be required by applicable law, be traded on exchanges that are
licensed and regulated by the Commodity Futures Trading Commission (the "CFTC").
Depending upon the change in the value of the underlying security or index when
a Fund enters into or terminates a futures contract, the Fund may realize a gain
or loss.

FUTURES ON DEBT SECURITIES AND RELATED OPTIONS. A futures contract on a debt
security is a binding contractual commitment which, if held to maturity, will
result in an obligation to make or accept delivery, during a particular month,
of securities having a standardized face value and rate of return. By purchasing
futures on debt securities -- assuming a "long" position -- a Fund will legally
obligate itself to accept the future delivery of the underlying security and pay
the agreed price. By selling futures on debt securities -- assuming a "short"
position -- it will legally obligate itself to make the future delivery of the
security against payment of the agreed price. Open futures positions on debt
securities will be valued at the most recent settlement price, unless that price
does not, in the judgment of persons acting at the direction of the Trustees as
to the valuation of the Fund's assets, reflect the fair value of the contract,
in which case the positions will be valued by the Trustees or such persons.

Positions taken in the futures markets are not normally held to maturity, but
are instead liquidated through offsetting transactions that may result in a
profit or a loss. While futures positions taken by a Fund will usually be
liquidated in this manner, a Fund may instead make or take delivery of the
underlying securities whenever it appears economically advantageous to the Fund
to do so. A clearing corporation associated with the exchange on which futures
are traded assumes responsibility for such closing transactions and guarantees
that a Fund's sale and purchase obligations under closed-out positions will be
performed at the termination of the contract.

-4-

<PAGE>

Hedging by use of futures on debt securities seeks to establish more certainly
than would otherwise be possible the effective rate of return on portfolio
securities. A Fund may, for example, take a "short" position in the futures
market by selling contracts for the future delivery of debt securities held by
the Fund (or securities having characteristics similar to those held by the
Fund) in order to hedge against an anticipated rise in interest rates that would
adversely affect the value of the Fund's portfolio securities. When hedging of
this character is successful, any depreciation in the value of portfolio
securities may substantially be offset by appreciation in the value of the
futures position.

On other occasions, a Fund may take a "long" position by purchasing futures on
debt securities. This would be done, for example, when the Fund expects to
purchase particular securities when it has the necessary cash, but expects the
rate of return available in the securities markets at that time to be less
favorable than rates currently available in the futures markets. If the
anticipated rise in the price of the securities should occur (with its
concomitant reduction in yield), the increased cost to the Fund of purchasing
the securities may be offset, at least to some extent, by the rise in the value
of the futures position taken in anticipation of the subsequent securities
purchase.

Successful use by a Fund of futures contracts on debt securities is subject to
Schroder's ability to predict correctly movements in the direction of interest
rates and other factors affecting markets for debt securities. For example, if a
Fund has hedged against the possibility of an increase in interest rates which
would adversely affect the market prices of debt securities held by it and the
prices of such securities increase instead, the Fund will lose part or all of
the benefit of the increased value of its securities which it has hedged because
it will have offsetting losses in its futures positions. In addition, in such
situations, if the Fund has insufficient cash, it may have to sell securities to
meet daily maintenance margin requirements. The Fund may have to sell securities
at a time when it may be disadvantageous to do so.

A Fund may purchase and write put and call options on certain debt futures
contracts, as they become available. Such options are similar to options on
securities except that options on futures contracts give the purchaser the
right, in return for the premium paid, to assume a position in a futures
contract (a long position if the option is a call and a short position if the
option is a put) at a specified exercise price at any time during the period of
the option. As with options on securities, the holder or writer of an option may
terminate his position by selling or purchasing an option of the same series.
There is no guarantee that such closing transactions can be effected. A Fund
will be required to deposit initial margin and maintenance margin with respect
to put and call options on futures contracts written by it pursuant to brokers'
requirements, and, in addition, net option premiums received will be included as
initial margin deposits. See "Margin Payments" below. Compared to the purchase
or sale of futures contracts, the purchase of call or put options on futures
contracts involves less potential risk to a Fund because the maximum amount at
risk is the premium paid for the options plus transactions costs. However, there
may be circumstances when the purchase of call or put options on a futures
contract would result in a loss to a Fund when the purchase or sale of the
futures contracts would not, such as when there is no movement in the prices of
debt securities. The writing of a put or call option on a futures contract
involves risks similar to those risks relating to the purchase or sale of
futures contracts.

INDEX FUTURES CONTRACTS AND OPTIONS. A Fund may invest in debt index futures
contracts and stock index futures contracts, and in related options. A debt
index futures contract is a contract to buy or sell units of a specified debt
index at a specified future date at a price agreed upon when the contract is
made. A unit is the current value of the index. A stock index futures contract
is a contract to buy or sell units of a stock index at a specified future date
at a price agreed upon when the contract is made. A unit is the current value of
the stock index.

Depending on the change in the value of the index between the time when a Fund
enters into and terminates an index futures transaction, the Fund may realize a
gain or loss. The following example illustrates generally the manner in which
index futures contracts operate. The Standard & Poor's 100 Stock Index is
composed of 100 selected common stocks, most of which are listed on the New York
Stock Exchange. The S&P 100 Index assigns relative weightings to the common
stocks included in the Index,

-5-

<PAGE>

and the Index fluctuates with changes in the market values of those common
stocks. In the case of the S&P 100 Index, contracts are to buy or sell 100
units. Thus, if the value of the S&P 100 Index were $180, one contract would be
worth $18,000 (100 units x $180). The stock index futures contract specifies
that no delivery of the actual stocks making up the index will take place.
Instead, settlement in cash must occur upon the termination of the contract,
with the settlement being the difference between the contract price and the
actual level of the stock index at the expiration of the contract. For example,
if a Fund enters into a futures contract to buy 100 units of the S&P 100 Index
at a specified future date at a contract price of $180 and the S&P 100 Index is
at $184 on that future date, the Fund will gain $400 (100 units x gain of $4).
If the Fund enters into a futures contract to sell 100 units of the stock index
at a specified future date at a contract price of $180 and the S&P 100 Index is
at $182 on that future date, the Fund will lose $200 (100 units x loss of $2).

A Fund may purchase or sell futures contracts with respect to any securities
indices. Positions in index futures may be closed out only on an exchange or
board of trade which provides a secondary market for such futures.

In order to hedge a Fund's investments successfully using futures contracts and
related options, a Fund must invest in futures contracts with respect to indices
or sub-indices the movements of which will, in Schroder's judgment, have a
significant correlation with movements in the prices of the Fund's securities.

Options on index futures contracts are similar to options on securities except
that options on index futures contracts give the purchaser the right, in return
for the premium paid, to assume a position in an index futures contract (a long
position if the option is a call and a short position if the option is a put) at
a specified exercise price at any time during the period of the option. Upon
exercise of the option, the holder would assume the underlying futures position
and would receive a variation margin payment of cash or securities approximating
the increase in the value of the holder's option position. If an option is
exercised on the last trading day prior to the expiration date of the option,
the settlement will be made entirely in cash based on the difference between the
exercise price of the option and the closing level of the index on which the
futures contract is based on the expiration date. Purchasers of options who fail
to exercise their options prior to the exercise date suffer a loss of the
premium paid.

As an alternative to purchasing and selling call and put options on index
futures contracts, each of the Funds that may purchase and sell index futures
contracts may purchase and sell call and put options on the underlying indices
themselves to the extent that such options are traded on national securities
exchanges. Index options are similar to options on individual securities in that
the purchaser of an index option acquires the right to buy (in the case of a
call) or sell (in the case of a put), and the writer undertakes the obligation
to sell or buy (as the case may be), units of an index at a stated exercise
price during the term of the option. Instead of giving the right to take or make
actual delivery of securities, the holder of an index option has the right to
receive a cash "exercise settlement amount". This amount is equal to the amount
by which the fixed exercise price of the option exceeds (in the case of a put)
or is less than (in the case of a call) the closing value of the underlying
index on the date of the exercise, multiplied by a fixed "index multiplier".

A Fund may purchase or sell options on stock indices in order to close out its
outstanding positions in options on stock indices which it has purchased. A Fund
may also allow such options to expire unexercised.

Compared to the purchase or sale of futures contracts, the purchase of call or
put options on an index involves less potential risk to a Fund because the
maximum amount at risk is the premium paid for the options plus transactions
costs. The writing of a put or call option on an index involves risks similar to
those risks relating to the purchase or sale of index futures contracts.

A Fund may also purchase warrants, issued by banks and other financial
institutions, whose values are based on the values from time to time of one or
more securities indices.

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<PAGE>

MARGIN PAYMENTS. When a Fund purchases or sells a futures contract, it is
required to deposit with its custodian an amount of cash, U.S. Treasury bills,
or other permissible collateral equal to a small percentage of the amount of the
futures contract. This amount is known as "initial margin". The nature of
initial margin is different from that of margin in security transactions in that
it does not involve borrowing money to finance transactions. Rather, initial
margin is similar to a performance bond or good faith deposit that is returned
to a Fund upon termination of the contract, assuming a Fund satisfies its
contractual obligations.

Subsequent payments to and from the broker occur on a daily basis in a process
known as "marking to market". These payments are called "variation margin" and
are made as the value of the underlying futures contract fluctuates. For
example, when a Fund sells a futures contract and the price of the underlying
debt security rises above the delivery price, the Fund's position declines in
value. The Fund then pays the broker a variation margin payment equal to the
difference between the delivery price of the futures contract and the market
price of the securities underlying the futures contract. Conversely, if the
price of the underlying security falls below the delivery price of the contract,
the Fund's futures position increases in value. The broker then must make a
variation margin payment equal to the difference between the delivery price of
the futures contract and the market price of the securities underlying the
futures contract.

When a Fund terminates a position in a futures contract, a final determination
of variation margin is made, additional cash is paid by or to the Fund, and the
Fund realizes a loss or a gain. Such closing transactions involve additional
commission costs.

SPECIAL RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS

LIQUIDITY RISKS. Positions in futures contracts may be closed out only on an
exchange or board of trade which provides a secondary market for such futures.
Although each Fund intends to purchase or sell futures only on exchanges or
boards of trade where there appears to be an active secondary market, there is
no assurance that a liquid secondary market on an exchange or board of trade
will exist for any particular contract or at any particular time. If there is
not a liquid secondary market at a particular time, it may not be possible to
close a futures position at such time and, in the event of adverse price
movements, a Fund would continue to be required to make daily cash payments of
variation margin. However, in the event financial futures are used to hedge
portfolio securities, such securities will not generally be sold until the
financial futures can be terminated. In such circumstances, an increase in the
price of the portfolio securities, if any, may partially or completely offset
losses on the financial futures.

In addition to the risks that apply to all options transactions, there are
several special risks relating to options on futures contracts. The ability to
establish and close out positions in such options will be subject to the
development and maintenance of a liquid secondary market. It is not certain that
such a market will develop. Although a Fund generally will purchase only those
options for which there appears to be an active secondary market, there is no
assurance that a liquid secondary market on an exchange will exist for any
particular option or at any particular time. In the event no such market exists
for particular options, it might not be possible to effect closing transactions
in such options with the result that a Fund would have to exercise the options
in order to realize any profit.

HEDGING RISKS. There are several risks in connection with the use by a Fund of
futures contracts and related options as a hedging device. One risk arises
because of the imperfect correlation between movements in the prices of the
futures contracts and options and movements in the underlying securities or
index or in the prices of a Fund's securities which are the subject of a hedge.
Schroder will, however, attempt to reduce this risk by purchasing and selling,
to the extent possible, futures contracts and related options on securities and
indices the movements of which will, in its judgment, correlate closely with
movements in the prices of the underlying securities or index and a Fund's
portfolio securities sought to be hedged.

Successful use of futures contracts and options by a Fund for hedging purposes
is also subject to Schroder's ability to predict correctly movements in the
direction of the market. It is possible that, where a Fund has purchased puts on
futures contracts to hedge its portfolio against a decline in the market, the
securities or

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<PAGE>

index on which the puts are purchased may increase in value and the value of
securities held in the portfolio may decline. If this occurred, the Fund would
lose money on the puts and also experience a decline in value in its portfolio
securities. In addition, the prices of futures, for a number of reasons, may not
correlate perfectly with movements in the underlying securities or index due to
certain market distortions. First, all participants in the futures market are
subject to margin deposit requirements. Such requirements may cause investors to
close futures contracts through offsetting transactions which could distort the
normal relationship between the underlying security or index and futures
markets. Second, the margin requirements in the futures markets are less onerous
than margin requirements in the securities markets in general, and as a result
the futures markets may attract more speculators than the securities markets do.
Increased participation by speculators in the futures markets may also cause
temporary price distortions. Due to the possibility of price distortion, even a
correct forecast of general market trends by Schroder may still not result in a
successful hedging transaction over a very short time period.

LACK OF AVAILABILITY. Because the markets for certain options and futures
contracts and other derivative instruments in which a Fund may invest (including
markets located in foreign countries) are relatively new and still developing
and may be subject to regulatory restraints, a Fund's ability to engage in
transactions using such instruments may be limited. Suitable derivative
transactions may not be available in all circumstances and there is no assurance
that a Fund will engage in such transactions at any time or from time to time. A
Fund's ability to engage in hedging transactions may also be limited by certain
regulatory and tax considerations.

OTHER RISKS. Each Fund will incur brokerage fees in connection with its futures
and options transactions. In addition, while futures contracts and options on
futures will be purchased and sold to reduce certain risks, those transactions
themselves entail certain other risks. Thus, while a Fund may benefit from the
use of futures and related options, unanticipated changes in interest rates or
stock price movements may result in a poorer overall performance for the Fund
than if it had not entered into any futures contracts or options transactions.
Moreover, in the event of an imperfect correlation between the futures position
and the portfolio position which is intended to be protected, the desired
protection may not be obtained and the Fund may be exposed to risk of loss.

FORWARD COMMITMENTS

Each Fund may enter into contracts to purchase securities for a fixed price at a
future date beyond customary settlement time ("forward commitments") if the Fund
holds, and maintains until the settlement date in a segregated account, cash or
liquid securities in an amount sufficient to meet the purchase price, or if the
Fund enters into offsetting contracts for the forward sale of other securities
it owns. Forward commitments may be considered securities in themselves, and
involve a risk of loss if the value of the security to be purchased declines
prior to the settlement date, which risk is in addition to the risk of decline
in the value of the Fund's other assets. Where such purchases are made through
dealers, the Fund relies on the dealer to consummate the sale. The dealer's
failure to do so may result in the loss to the Fund of an advantageous yield or
price.

Although a Fund will generally enter into forward commitments with the intention
of acquiring securities for its portfolio or for delivery pursuant to options
contracts it has entered into, a Fund may dispose of a commitment prior to
settlement if Schroder deems it appropriate to do so. A Fund may realize
short-term profits or losses upon the sale of forward commitments.

REPURCHASE AGREEMENTS

Each Fund (other than Schroder U.S. Diversified Growth Fund) may enter into
repurchase agreements. A repurchase agreement is a contract under which the Fund
acquires a security for a relatively short period (usually not more than one
week) subject to the obligation of the seller to repurchase and the Fund to
resell such security at a fixed time and price (representing the Fund's cost
plus interest). It is the Trust's present intention to enter into repurchase
agreements only with member banks of the Federal Reserve System and securities
dealers meeting certain criteria as to creditworthiness and financial condition
established by the

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<PAGE>

Trustees of the Trust, and only with respect to obligations of the U.S.
government or its agencies or instrumentalities or other high quality short-term
debt obligations. Repurchase agreements may also be viewed as loans made by a
Fund which are collateralized by the securities subject to repurchase. Schroder
will monitor such transactions to ensure that the value of the underlying
securities will be at least equal at all times to the total amount of the
repurchase obligation, including the interest factor. If the seller defaults, a
Fund could realize a loss on the sale of the underlying security to the extent
that the proceeds of sale including accrued interest are less than the resale
price provided in the agreement including interest. In addition, if the seller
should be involved in bankruptcy or insolvency proceedings, a Fund may incur
delay and costs in selling the underlying security or may suffer a loss of
principal and interest if a Fund is treated as an unsecured creditor and
required to return the underlying collateral to the seller's estate.

WHEN-ISSUED SECURITIES

Each Fund may from time to time purchase securities on a "when-issued" basis.
Debt securities are often issued on this basis. The price of such securities,
which may be expressed in yield terms, is fixed at the time a commitment to
purchase is made, but delivery and payment for the when-issued securities take
place at a later date. Normally, the settlement date occurs within one month of
the purchase. During the period between purchase and settlement, no payment is
made by a Fund and no interest accrues to the Fund. To the extent that assets of
a Fund are held in cash pending the settlement of a purchase of securities, that
Fund would earn no income. While a Fund may sell its right to acquire
when-issued securities prior to the settlement date, a Fund intends actually to
acquire such securities unless a sale prior to settlement appears desirable for
investment reasons. At the time a Fund makes the commitment to purchase a
security on a when-issued basis, it will record the transaction and reflect the
amount due and the value of the security in determining the Fund's net asset
value. The market value of the when-issued securities may be more or less than
the purchase price payable at the settlement date. Each Fund will establish a
segregated account in which it will maintain cash and U.S. government securities
or other liquid securities at least equal in value to commitments for
when-issued securities. Such segregated securities either will mature or, if
necessary, be sold on or before the settlement date.

LOANS OF FUND PORTFOLIO SECURITIES

Each Fund (other than Schroder International Fund and Schroder U.S. Diversified
Growth) may lend its portfolio securities, provided: (1) the loan is secured
continuously by collateral consisting of U.S. government securities, cash, or
cash equivalents adjusted daily to have market value at least equal to the
current market value of the securities loaned; (2) the Fund may at any time call
the loan and regain the securities loaned; (3) the Fund will receive any
interest or dividends paid on the loaned securities; and (4) the aggregate
market value of the Fund's portfolio securities loaned will not at any time
exceed one-third of the total assets of the Fund. In addition, it is anticipated
that the Fund may share with the borrower some of the income received on the
collateral for the loan or that it will be paid a premium for the loan. Before a
Fund enters into a loan, Schroder considers all relevant facts and
circumstances, including the creditworthiness of the borrower. The risks in
lending portfolio securities, as with other extensions of credit, consist of
possible delay in recovery of the securities or possible loss of rights in the
collateral should the borrower fail financially. Although voting rights or
rights to consent with respect to the loaned securities pass to the borrower, a
Fund retains the right to call the loans at any time on reasonable notice, and
it will do so in order that the securities may be voted by the Fund if the
holders of such securities are asked to vote upon or consent to matters
materially affecting the investment. A Fund will not lend portfolio securities
to borrowers affiliated with that Fund.

FOREIGN SECURITIES

Each Fund may invest in securities principally traded in foreign markets. Each
Fund (other than Schroder Greater China Fund) may also invest in Eurodollar
certificates of deposit and other certificates of deposit issued by United
States branches of foreign banks and foreign branches of United States banks.

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<PAGE>

Investments in foreign securities may involve risks and considerations different
from or in addition to investments in domestic securities. There may be less
information publicly available about a foreign company than about a U.S.
company, and foreign companies are not generally subject to accounting,
auditing, and financial reporting standards and practices comparable to those in
the United States. The securities of some foreign companies are less liquid and
at times more volatile than securities of comparable U.S. companies. Foreign
brokerage commissions and other fees are also generally higher than in the
United States. Foreign settlement procedures and trade regulations may involve
certain risks (such as delay in payment or delivery of securities or in the
recovery of a Fund's assets held abroad) and expenses not present in the
settlement of domestic investments. Also, because foreign securities are
normally denominated and traded in foreign currencies, the values of a Fund's
assets may be affected favorably or unfavorably by currency exchange rates and
exchange control regulations, and a Fund may incur costs in connection with
conversion between currencies.

In addition, with respect to certain foreign countries, there is a possibility
of nationalization or expropriation of assets, imposition of currency exchange
controls, adoption of foreign governmental restrictions affecting the payment of
principal and interest, imposition of withholding or confiscatory taxes,
political or financial instability, and adverse political, diplomatic or
economic developments which could affect the values of investments in those
countries. In certain countries, legal remedies available to investors may be
more limited than those available with respect to investments in the United
States or other countries and it may be more difficult to obtain and enforce a
judgment against a foreign issuer. Also, the laws of some foreign countries may
limit a Fund's ability to invest in securities of certain issuers located in
those countries.

Special tax considerations apply to foreign securities. In determining whether
to invest in securities of foreign issuers, Schroder will consider the likely
impact of foreign taxes on the net yield available to the Fund and its
shareholders. Income received by a Fund from sources within foreign countries
may be reduced by withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. It is impossible to determine the effective rate of
foreign tax in advance since the amount of a Fund's assets to be invested in
various countries is not known, and tax laws and their interpretations may
change from time to time and may change without advance notice. Any such taxes
paid by a Fund will reduce its net income available for distribution to
shareholders.

FOREIGN CURRENCY TRANSACTIONS

Each Fund may engage in currency exchange transactions to protect against
uncertainty in the level of future foreign currency exchange rates and to
increase current return. A Fund may engage in both "transaction hedging" and
"position hedging".

When it engages in transaction hedging, a Fund enters into foreign currency
transactions with respect to specific receivables or payables of that Fund
generally arising in connection with the purchase or sale of its portfolio
securities. A Fund will engage in transaction hedging when it desires to "lock
in" the U.S. dollar price of a security it has agreed to purchase or sell, or
the U.S. dollar equivalent of a dividend or interest payment in a foreign
currency. By transaction hedging, a Fund will attempt to protect against a
possible loss resulting from an adverse change in the relationship between the
U.S. dollar and the applicable foreign currency during the period between the
date on which the security is purchased or sold or on which the dividend or
interest payment is declared, and the date on which such payments are made or
received.

A Fund may purchase or sell a foreign currency on a spot (or cash) basis at the
prevailing spot rate in connection with transaction hedging. A Fund may also
enter into contracts to purchase or sell foreign currencies at a future date
("forward contracts") and purchase and sell foreign currency futures contracts.

For transaction hedging purposes, a Fund may also purchase exchange-listed and
over-the-counter call and put options on foreign currency futures contracts and
on foreign currencies. A put option on a futures contract gives a Fund the right
to assume a short position in the futures contract until expiration of the

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<PAGE>

option. A put option on currency gives a Fund the right to sell a currency at an
exercise price until the expiration of the option. A call option on a futures
contract gives a Fund the right to assume a long position in the futures
contract until the expiration of the option. A call option on currency gives a
Fund the right to purchase a currency at the exercise price until the expiration
of the option. A Fund will engage in over-the-counter transactions only when
appropriate exchange-traded transactions are unavailable and when, in Schroder's
opinion, the pricing mechanism and liquidity are satisfactory and the
participants are responsible parties likely to meet their contractual
obligations.

When it engages in position hedging, a Fund enters into foreign currency
exchange transactions to protect against a decline in the values of the foreign
currencies in which securities held by a Fund are denominated or are quoted in
their principal trading markets or an increase in the value of currency for
securities which a Fund expects to purchase. In connection with position
hedging, a Fund may purchase put or call options on foreign currency and foreign
currency futures contracts and buy or sell forward contracts and foreign
currency futures contracts. A Fund may also purchase or sell foreign currency on
a spot basis.

The precise matching of the amounts of foreign currency exchange transactions
and the value of the portfolio securities involved will not generally be
possible since the future value of such securities in foreign currencies will
change as a consequence of market movements in the values of those securities
between the dates the currency exchange transactions are entered into and the
dates they mature.

It is impossible to forecast with precision the market value of a Fund's
portfolio securities at the expiration or maturity of a forward or futures
contract. Accordingly, it may be necessary for a Fund to purchase additional
foreign currency on the spot market (and bear the expense of such purchase) if
the market value of the security or securities being hedged is less than the
amount of foreign currency a Fund is obligated to deliver and if a decision is
made to sell the security or securities and make delivery of the foreign
currency. Conversely, it may be necessary to sell on the spot market some of the
foreign currency received upon the sale of the portfolio security or securities
of a Fund if the market value of such security or securities exceeds the amount
of foreign currency a Fund is obligated to deliver.

To offset some of the costs to a Fund of hedging against fluctuations in
currency exchange rates, a Fund may write covered call options on those
currencies.

Transaction and position hedging do not eliminate fluctuations in the underlying
prices of the securities which a Fund owns or intends to purchase or sell. They
simply establish a rate of exchange which one can achieve at some future point
in time. Additionally, although these techniques tend to minimize the risk of
loss due to a decline in the value of the hedged currency, they tend to limit
any potential gain which might result from the increase in the value of such
currency. Also, suitable foreign currency hedging transactions may not be
available in all circumstances and there can be no assurance that a Fund will
utilize hedging transactions at any time or from time to time.

A Fund may also seek to increase its current return by purchasing and selling
foreign currency on a spot basis, and by purchasing and selling options on
foreign currencies and on foreign currency futures contracts, and by purchasing
and selling foreign currency forward contracts.

CURRENCY FORWARD AND FUTURES CONTRACTS. A forward foreign currency exchange
contract involves an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days from the date of the contract
as agreed by the parties, at a price set at the time of the contract. In the
case of a cancelable forward contract, the holder has the unilateral right to
cancel the contract at maturity by paying a specified fee. The contracts are
traded in the interbank market conducted directly between currency traders
(usually large commercial banks) and their customers. A forward contract
generally has no deposit requirement, and no commissions are charged at any
stage for trades. A foreign currency futures contract is a standardized contract
for the future delivery of a specified amount of a foreign currency at a future
date at a price set at the time of the contract. Foreign currency futures
contracts traded in the United States are designed by and traded on exchanges
regulated by the CFTC, such as the New York Mercantile Exchange.

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<PAGE>

Forward foreign currency exchange contracts differ from foreign currency futures
contracts in certain respects. For example, the maturity date of a forward
contract may be any fixed number of days from the date of the contract agreed
upon by the parties, rather than a predetermined date in a given month. Forward
contracts may be in any amounts agreed upon by the parties rather than
predetermined amounts. Also, forward foreign exchange contracts are traded
directly between currency traders so that no intermediary is required. A forward
contract generally requires no margin or other deposit.

At the maturity of a forward or futures contract, a Fund may either accept or
make delivery of the currency specified in the contract, or at or prior to
maturity enter into a closing transaction involving the purchase or sale of an
offsetting contract. Closing transactions with respect to forward contracts are
usually effected with the currency trader who is a party to the original forward
contract. Closing transactions with respect to futures contracts are effected on
a commodities exchange; a clearing corporation associated with the exchange
assumes responsibility for closing out such contracts.

Positions in foreign currency futures contracts and related options may be
closed out only on an exchange or board of trade which provides a secondary
market in such contracts or options. Although a Fund will normally purchase or
sell foreign currency futures contracts and related options only on exchanges or
boards of trade where there appears to be an active secondary market, there is
no assurance that a secondary market on an exchange or board of trade will exist
for any particular contract or option or at any particular time. In such event,
it may not be possible to close a futures or related option position and, in the
event of adverse price movements, a Fund would continue to be required to make
daily cash payments of variation margin on its futures positions.

FOREIGN CURRENCY OPTIONS. Options on foreign currencies operate similarly to
options on securities, and are traded primarily in the over-the-counter market,
although options on foreign currencies have recently been listed on several
exchanges. Such options will be purchased or written only when Schroder believes
that a liquid secondary market exists for such options. There can be no
assurance that a liquid secondary market will exist for a particular option at
any specific time. Options on foreign currencies are affected by all of those
factors which influence exchange rates and investments generally.

The value of a foreign currency option is dependent upon the value of the
foreign currency and the U.S. dollar, and may have no relationship to the
investment merits of a foreign security. Because foreign currency transactions
occurring in the interbank market involve substantially larger amounts than
those that may be involved in the use of foreign currency options, investors may
be disadvantaged by having to deal in an odd lot market (generally consisting of
transactions of less than $1 million) for the underlying foreign currencies at
prices that are less favorable than for round lots.

There is no systematic reporting of last sale information for foreign currencies
and there is no regulatory requirement that quotations available through dealers
or other market sources be firm or revised on a timely basis. Available
quotation information is generally representative of very large transactions in
the interbank market and thus may not reflect relatively smaller transactions
(less than $1 million) where rates may be less favorable. The interbank market
in foreign currencies is a global, around-the-clock market. To the extent that
the U.S. options markets are closed while the markets for the underlying
currencies remain open, significant price and rate movements may take place in
the underlying markets that cannot be reflected in the U.S. options markets.

FOREIGN CURRENCY CONVERSION. Although foreign exchange dealers do not charge a
fee for currency conversion, they do realize a profit based on the difference
(the "spread") between prices at which they buy and sell various currencies.
Thus, a dealer may offer to sell a foreign currency to a Fund at one rate, while
offering a lesser rate of exchange should a Fund desire to resell that currency
to the dealer.

ZERO-COUPON SECURITIES

Zero-coupon securities in which a Fund may invest are debt obligations which are
generally issued at a discount and payable in full at maturity, and which do not
provide for current payments of interest prior to

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<PAGE>

maturity. Zero-coupon securities usually trade at a deep discount from their
face or par value and are subject to greater market value fluctuations from
changing interest rates than debt obligations of comparable maturities which
make current distributions of interest. As a result, the net asset value of
shares of a Fund investing in zero-coupon securities may fluctuate over a
greater range than shares of other Funds of the Trust and other mutual funds
investing in securities making current distributions of interest and having
similar maturities.

Zero-coupon securities may include U.S. Treasury bills issued directly by the
U.S. Treasury or other short-term debt obligations, and longer-term bonds or
notes and their unmatured interest coupons which have been separated by their
holder, typically a custodian bank or investment brokerage firm. A number of
securities firms and banks have stripped the interest coupons from the
underlying principal (the "corpus") of U.S. Treasury securities and resold them
in custodial receipt programs with a number of different names, including
Treasury Income Growth Receipts ("TIGRS") and Certificates of Accrual on
Treasuries ("CATS"). CATS and TIGRS are not considered U.S. government
securities. The underlying U.S. Treasury bonds and notes themselves are held in
book-entry form at the Federal Reserve Bank or, in the case of bearer securities
(i.e., unregistered securities which are owned ostensibly by the bearer or
holder thereof), in trust on behalf of the owners thereof.

In addition, the Treasury has facilitated transfers of ownership of zero-coupon
securities by accounting separately for the beneficial ownership of particular
interest coupons and corpus payments on Treasury securities through the Federal
Reserve book-entry record-keeping system. The Federal Reserve program as
established by the Treasury Department is known as "STRIPS" or "Separate Trading
of Registered Interest and Principal of Securities." Under the STRIPS program, a
Fund will be able to have its beneficial ownership of U.S. Treasury zero-coupon
securities recorded directly in the book-entry record-keeping system in lieu of
having to hold certificates or other evidences of ownership of the underlying
U.S. Treasury securities.

When debt obligations have been stripped of their unmatured interest coupons by
the holder, the stripped coupons are sold separately. The principal or corpus is
sold at a deep discount because the buyer receives only the right to receive a
future fixed payment on the security and does not receive any rights to periodic
cash interest payments. Once stripped or separated, the corpus and coupons may
be sold separately. Typically, the coupons are sold separately or grouped with
other coupons with like maturity dates and sold in such bundled form. Purchasers
of stripped obligations acquire, in effect, discount obligations that are
economically identical to the zero-coupon securities issued directly by the
obligor.

SHORT SALES

In a short sale, a Fund sells a borrowed security and has a corresponding
obligation to the lender to return the identical security. A Fund also may
engage in short sales if, at the time of the short sale, it owns or has the
right to obtain, at no additional cost, an equal amount of the security being
sold short. This investment technique is known as a short sale
"against-the-box." In such a short sale, a seller does not immediately deliver
the securities sold and is said to have a short position in those securities
until delivery occurs. If a Fund engages in a short sale, the collateral for the
short position is maintained by the Fund's custodian or a qualified
sub-custodian. While the short sale is open, the Fund maintains in a segregated
account an amount of securities equal in kind and amount to the securities sold
short or securities convertible into or exchangeable for such equivalent
securities. These securities constitute the Fund's long position. The Fund does
not engage in short sales against-the-box for speculative purposes but may,
however, make a short sale as a hedge, when Schroder believes that the price of
a security may decline, causing a decline in the value of a security owned by
the Fund (or a security convertible or exchangeable for such security). There
are certain additional transaction costs associated with short sales
against-the-box, but Schroder endeavors to offset these costs with the income
from the investment of the cash proceeds of short sales. Under the Taxpayer
Relief Act of 1997, activities by the Fund which lock-in gain on an appreciated
financial instrument generally will be treated as a "constructive sale" of such
instrument which will trigger gain (but not loss) for federal income tax
purposes. Such activities may create taxable income in excess of the cash they
generate.

-13-

<PAGE>

TEMPORARY DEFENSIVE STRATEGIES

As described in the Prospectuses, Schroder may at times judge that conditions in
the securities markets make pursuing a Fund's basic investment strategies
inconsistent with the best interests of its shareholders and may temporarily use
alternate investment strategies primarily designed to reduce fluctuations in the
value of a Fund's assets. In implementing these "defensive" strategies, the Fund
would invest in high-quality debt securities, cash, or money market instruments
to any extent Schroder considers consistent with such defensive strategies. It
is impossible to predict when, or for how long, a Fund will use these alternate
strategies.

INVESTMENT RESTRICTIONS

The Trust has adopted the following fundamental and non-fundamental investment
restrictions for each Fund. Each Fund's fundamental investment restrictions may
not be changed without the affirmative vote of a "majority of the outstanding
voting securities" of the affected Fund, which is defined in the 1940 Act to
mean the affirmative vote of the lesser of (1) more than 50% of the outstanding
shares and (2) 67% or more of the shares present at a meeting if more than 50%
of the outstanding shares are represented at the meeting in person or by proxy.
The non-fundamental investment policies described in the Prospectuses and this
SAI may be changed by the Trustees, without shareholder approval.

SCHRODER INTERNATIONAL FUND

Schroder International Fund will not:

FUNDAMENTAL POLICIES:

1. Invest more than 5% of its assets in the securities of any single issuer.
This restriction does not apply to securities issued by the U.S.
Government, its agencies or instrumentalities.

2. Purchase more than 10% of the voting securities of any one issuer.

3. Invest more than 10% of its assets in "illiquid securities" (securities
that cannot be disposed of within seven days at their then-current value).
For purposes of this limitation, "illiquid securities" includes, except in
those circumstances described below: (1) "restricted securities", which
are securities than cannot be resold to the public without registration
under federal securities law; and (2) securities of issuers (together with
all predecessors) having a record of less than three years of continuous
operation.

4. Invest 25% or more of the value of its total assets in any one industry.

5. Borrow money, except from banks for temporary emergency purposes, and then
only in an amount not exceeding 5% of the value of the total assets of the
Fund.

6. Pledge, mortgage or hypothecate its assets to an extent greater than 10%
of the value of its total assets.

7. Purchase securities on margin or sell short.

8. Make investments for the purpose of exercising control or management.

9. Purchase or sell real estate (provided that the Fund may invest in
securities issued by companies that invest in real estate or interests
therein).

10. Make loans to other persons (provided that for purposes of this
restriction, entering into repurchase agreements, acquiring corporate debt
securities and investing in U.S. Government

-14-

<PAGE>

obligations, short-term commercial paper, certificates of deposit and
bankers' acceptances shall not be deemed to be the making of a loan).

11. Invest in commodities, commodity contracts other than foreign currency
forward contracts, or oil, gas and other mineral resource, lease, or
arbitrage transactions.

12. Write, purchase or sell options, puts, calls, straddles, spreads, or
combinations thereof.

13. Underwrite securities issued by other persons (except to the extent that,
in connection with the disposition of its portfolio investments, it may be
deemed to be an underwriter under U.S. securities laws).

14. Invest in warrants, valued at the lower of cost or market, to more than 5%
of the value of the Fund's net assets. Included within that amount, but
not to exceed 2% of the value of the Fund's net assets, may be warrants
that are not listed on the New York or American Stock Exchange. Warrants
acquired by the Fund in units or attached to securities may be deemed to
be without value.

15. Purchase more than 3% of the outstanding securities of any closed-end
investment company. Any such purchase of securities issued by a closed-end
investment company will otherwise be made in full compliance with Sections
12(d)(1)(a)(i), (ii) and (iii) of the 1940 Act.

NON-FUNDAMENTAL POLICY:

Schroder International Fund will not invest in restricted securities. This
policy does not include restricted securities eligible for resale to qualified
institutional purchasers pursuant to Rule 144A under the Securities Act of 1933,
as amended, that are determined to be liquid by Schroder pursuant to guidelines
adopted by the Board of Trustees of Schroder Capital Funds. Such guidelines take
into account trading activity for such securities and the availability of
reliable pricing information, among other factors. If there is a lack of trading
interest in particular Rule 144A securities, these securities may be illiquid.

SCHRODER EMERGING MARKETS FUND

Schroder Emerging Markets Fund will not:

FUNDAMENTAL POLICIES:

1. Purchase a security if, as a result, more than 25% of the Fund's total
assets would be invested in securities of issuers conducting their
principal business activities in the same industry. For purposes of this
limitation, there is no limit on: (1) investments in U.S. Government
securities, in repurchase agreements covering U.S. Government securities,
in securities issued by the states, territories or possessions of the
United States or in foreign government securities; or (2) investment in
issuers domiciled in a single jurisdiction. Notwithstanding anything to
the contrary, to the extent permitted by the 1940 Act, the Fund may invest
in one or more investment companies; provided that, except to the extent
that it invests in other investment companies pursuant to Section
12(d)(1)(A) of the 1940 Act, the Fund treats the assets of the investment
companies in which it invests as its own for purposes of this policy.

2. Borrow money if, as a result, outstanding borrowings would exceed an
amount equal to one- third of the Fund's total assets.

3. Purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent the Fund from
investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business).

-15-

<PAGE>

4. Make loans to other parties. For purposes of this limitation, entering
into repurchase agreements, lending securities and acquiring any debt
security are not deemed to be the making of loans.
5. Purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the Fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities).
6. Underwrite (as that term is defined in the Securities Act of 1933, as
amended) securities issued by other persons except, to the extent that in
connection with the disposition of its assets, the Fund may be deemed to
be an underwriter.
7. Issue any class of senior securities except to the extent consistent with
the 1940 Act.

-16-
<PAGE>

NONFUNDAMENTAL POLICIES:

1. The Fund is "non-diversified" as that term is defined in the 1940 Act. To
the extent required to qualify as a regulated investment company under the
Internal Revenue Code of 1986, as amended, the Fund may not purchase a
security (other than a U.S. Government security or a security of an
investment company) if, as a result: (1) with respect to 50% of its
assets, more than 5% of the Fund's total assets would be invested in the
securities of any single issuer; (2) with respect to 50% of its assets,
the Fund would own more than 10% of the outstanding securities of any
single issuer; or (3) more than 25% of the Fund's total assets would be
invested in the securities of any single issuer.

2. For purposes of the limitation on borrowing, the following are not treated
as borrowings to the extent they are fully collateralized: (1) the delayed
delivery of purchase securities (such as the purchase of when-issued
securities); (2) reverse repurchase agreements; (3) dollar-roll
transactions; and (4) the lending of securities.

3. Invest more than 15% of its net assets in "illiquid securities", which
include: (1) securities that cannot be disposed of within seven days at
their then-current value; (2) repurchase agreements not entitling the
holder to payment of principal within seven days; and (3) securities
subject to restrictions on the sale of the securities to the public
without registration under the Securities Act of 1933, as amended,
("restricted securities") that are not readily marketable. The Fund may
treat certain restricted securities as liquid pursuant to guidelines
adopted by the Board of Trustees of the Trust or the Board of Schroder
Capital Funds, as the case may be.

4. Make investments for the purpose of exercising control of an issuer.
Investments by the Fund in entities created under the laws of foreign
countries solely to facilitate investment in securities in that country
will not be deemed the making of investments for the purpose of exercising
control.

5. Invest in securities of another investment company, except to the extent
permitted by the 1940 Act.

6. Sell securities short, unless it owns or has the right to obtain
securities equivalent in kind and amount to the securities sold short
(short sales "against-the-box"), and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.

7. Purchase securities on margin, except that the Fund may use short-term
credit for the clearance of its portfolio's transactions, and provided
that initial and variation margin payments in connection with futures
contracts and options on futures contracts shall not constitute purchasing
securities on margin.

8. Lend a security if, as a result, the amount of loaned securities would
exceed an amount equal to one-third of the Fund's total assets.

SCHRODER INTERNATIONAL SMALLER COMPANIES FUND

Schroder International Smaller Companies Fund will not:

FUNDAMENTAL POLICIES:

1. With respect to 75% of it assets, purchase a security other than a
security issued or guaranteed by the U.S. Government, its agencies or
instrumentalities or a security of an investment company if, as a result,
more than 5% of the Fund's total assets would be invested in the
securities of a single issuer or the Fund would own more than 10% of the
outstanding voting securities of any single issuer.

-17-

<PAGE>

2. Concentrate investments in any particular industry; therefore, the Fund
will not purchase the securities of companies in any one industry if,
thereafter, 25% or more of the Fund's total assets would consist of
securities of companies in that industry. This restriction does not apply
to obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities. An investment of more than 25% of the Fund's assets
in the securities of issuers located in one country does not contravene
this policy.

3. Borrow money in excess of 33 1/3% of its total assets taken at market
value (including the amount borrowed) and then only from a bank as a
temporary measure for extraordinary or emergency purposes, including to
meet redemptions or to settle securities transactions that may otherwise
require untimely dispositions of portfolio securities.

4. Purchase or sell real estate, provided that the Fund may invest in
securities issued by companies which invest in real estate or interests
therein.

5. Make loans to other persons, provided that for purposes of this
restriction, entering into repurchase agreements or acquiring any
otherwise permissible debt securities or engaging in securities loans
shall not be deemed to be the making of a loan.

6. Invest in commodities or commodity contracts other than forward foreign
currency exchange contracts.

7. Underwrite securities issued by other persons except to the extent that,
in connection with the disposition of its portfolio investments, it may be
deemed to be an underwriter under U.S. securities laws.

8. Issue senior securities except to the extent permitted by the 1940 Act.

NON-FUNDAMENTAL POLICY:

1. As a non-fundamental policy, the Fund will not invest more than 15% of its
assets in securities determined by Schroder to be illiquid. Certain
securities that are restricted as to resale may nonetheless be resold by
the Fund in accordance with Rule 144A under the Securities Act of 1933, as
amended. Such securities may be determined by Schroder to be liquid for
purposes of compliance with the limitation on the Fund's investment in
illiquid securities.

SCHRODER GREATER CHINA FUND

Schroder Greater China Fund will not:

FUNDAMENTAL POLICIES:

1. Purchase any security (other than U.S. Government securities) if as a
result more than 25% of the Fund's total assets would be invested in a
single industry.

2. Acquire more than 10% of the voting securities of any issuer.

3. Act as underwriter of securities of other issuers except to the extent
that, in connection with the disposition of portfolio securities, it may
be deemed to be an underwriter under certain federal securities laws.

4. Issue any class of securities which is senior to the Fund's shares of
beneficial interest, except as contemplated by restriction 6 below.

-18-

<PAGE>

5. Purchase or sell real estate or interests in real estate, including real
estate mortgage loans, although it may purchase and sell securities which
are secured by real estate and securities of companies that invest or deal
in real estate limited partnership interests (for purposes of this
restriction, investments by the Fund in mortgage-backed securities and
other securities representing interests in mortgage pools shall not
constitute the purchase or sale of real estate or interests in real estate
or real estate mortgage loans.)

6. Borrow more than 33-1/3% of the value of its total assets less all
liabilities and indebtedness (other than such borrowings).

7. Purchase and sell commodities or commodity contracts, except that the Fund
may purchase or sell financial futures contracts, options on futures
contracts, and futures contracts, forward contracts and options with
respect to foreign currencies, and may enter into swap transactions.

8. Make loans, except by purchase of debt obligations in which the Fund may
invest consistent with its investment policies, by entering into
repurchase agreements, or by lending its portfolio securities.

NON-FUNDAMENTAL POLICIES:

1. As a non-fundamental policy, the Fund will not invest in (i) securities
which at the time of such investment are not readily marketable; (ii)
securities restricted as to resale (excluding securities determined by
Trustees of the Trust, or the person designated by the Trustees to make
such determinations, to be readily marketable), and (iii) repurchase
agreements maturing in more than seven days, if, as a result, more than
15% of the Fund's net assets (taken at current value) would then be
invested in securities described in (i), (ii), and (iii).

SCHRODER U.S. DIVERSIFIED GROWTH FUND

Schroder U.S. Diversified Growth Fund will not:

FUNDAMENTAL POLICIES:

1. Issue senior securities except that: (1) it may borrow money from a bank
on its promissory note or other evidence of indebtedness (any such
borrowing may not exceed one-third of the Fund's total assets after the
borrowing); (2) if at any time such borrowing exceeds such one-third
limitation, the Fund would within three days thereafter (not including
Sundays or holidays) or such longer period as the Securities and Exchange
Commission may prescribe by rules and regulations, reduce its borrowings
to the limitation; and (3) might or might not be secured and, if secured,
all or any part of the Fund's assets could be pledged. To comply with such
limitations, the Fund might be required to dispose of certain assets when
it might be disadvantageous to do so. Any such borrowings would be subject
to Federal Reserve Board regulations. (As a non- fundamental policy, the
Fund does not borrow for investment purposes.)

2. Effect short sales, purchase any security on margin or write or purchase
put and call options.

3. Acquire more than 10% of the voting securities of any one issuer.

4. Invest 25% or more of the value of its total assets in any one industry.

5. Engage in the purchase and sale of illiquid interests in real estate,
including illiquid interests in real estate investment trusts.

6. Engage in the purchase and sale of commodities or commodity contracts.

-19-

<PAGE>

7. Invest in companies for the purpose of exercising control or management.

8. Underwrite securities of other issuers, except that the Fund may acquire
portfolio securities, not in excess of 10% of the value of its total
assets, under circumstances where if sold it might be deemed to be an
underwriter for the purposes of the Securities Act of 1933, as amended.

9. Make loans to other persons except that it may purchase evidences of
indebtedness of a type distributed privately to financial institutions but
not in excess of 10% of the value of its total assets.

10. Acquire securities described in the two immediately preceding fundamental
policies which in the aggregate exceed 10% of the value of the Fund's
total assets.

11. Invest in other investment companies.

NON-FUNDAMENTAL POLICIES:

1. Invest more than 10% of its total assets in illiquid securities, including
securities described in items 8 and 9 above and repurchase agreements
maturing more than seven days after they are entered into.

2. Engage in writing, buying or selling of stock index futures, options on
stock index futures, financial futures contracts or options thereon.

SCHRODER U.S. SMALLER COMPANIES FUND

Schroder U.S. Smaller Companies Fund will not:

FUNDAMENTAL POLICIES:

1. Borrow money, except that the Fund may borrow from banks or by entering
into reverse repurchase agreements, provided that such borrowings do not
exceed 33 1/3% of the value of the Portfolio's total assets (computed
immediately after the borrowing).

2. Underwrite securities of other companies (except insofar as the Fund might
be deemed to be an underwriter in the resale of any securities held in its
portfolio).

3. Invest in commodities or commodity contracts (other than covered call
options, put and call options, stock index futures, and options on stock
index futures and broadly-based stock indices, all of which are referred
to as Hedging Instruments, which it may use as permitted by any of its
other fundamental policies, whether or not any such Hedging Instrument is
considered to be a commodity or a commodity contract).

4. Purchase securities on margin; however, the Fund may make margin deposits
in connection with any Hedging Instruments, which it may use as permitted
by any of its other fundamental policies.

5. Purchase or write puts or calls except as permitted by any of its other
fundamental policies.

6. Lend money except in connection with the acquisition of that portion of
publicly-distributed debt securities which the Fund's investment policies
and restrictions permit it to purchase; the Fund may also make loans of
portfolio securities and enter into repurchase agreements.

7. Pledge, mortgage or hypothecate its assets to an extent greater than 10%
of the value of the total assets of the Fund; however, this does not
prohibit the escrow arrangements contemplated by the put and call
activities of the Fund or other collateral or margin arrangements in
connection with

-20-

<PAGE>

any of the Hedging Instruments, which it may use as permitted by any of
its other fundamental policies.

8. Invest in companies for the purpose of acquiring control or management
thereof.

9. Invest in interests in oil, gas or other mineral exploration or
development programs (but may purchase readily marketable securities of
companies which operate, invest in, or sponsor such programs).

10. Invest in real estate or in interests in real estate, but may purchase
readily marketable securities of companies holding real estate or
interests therein.

NON-FUNDAMENTAL POLICY:

SCHRODER MICRO CAP FUND

Schroder Micro Cap Fund will not:

FUNDAMENTAL POLICIES:

1. Underwrite securities of other companies (except insofar as the Fund might
be deemed to be an underwriter in the resale of any securities held in its
portfolio).

2. Invest in commodities or commodity contracts (other than Hedging
Instruments, which it may use as permitted by any of its other fundamental
policies, whether or not any such Hedging Instrument is considered to be a
commodity or a commodity contract).

3. Purchase securities on margin; however, the Fund may make margin deposits
in connection with any Hedging Instruments, which it may use as permitted
by any of its other fundamental policies.

4. Purchase or write puts or calls except as permitted by any of its other
fundamental policies.

5. Lend money except in connection with the acquisition of that portion of
publicly-distributed debt securities that the Fund's investment policies
and restrictions permit it to purchase; the Fund may also make loans of
portfolio securities and enter into repurchase agreements.

6. Pledge, mortgage or hypothecate its assets to an extent greater than 10%
of the value of the total assets of the Fund; however, this does not
prohibit the escrow arrangements contemplated by the put and call
activities of the Fund or other collateral or margin arrangements in
connection with any of the Hedging Instruments, which it may use as
permitted by any of its other fundamental policies.

7. Invest in companies for the purpose of acquiring control or management
thereof, except that the Fund may invest in other investment companies to
the extent permitted under the 1940 Act or by rule or exemption
thereunder.

8. Invest in interests in oil, gas or other mineral exploration or
development programs (but may purchase readily marketable securities of
companies that operate, invest in, or sponsor such programs).

-21-

<PAGE>

9. Invest in real estate or in interests in real estate, but may purchase
readily marketable securities of companies holding real estate or
interests therein.

NON-FUNDAMENTAL POLICY:

All percentage limitations on investments (other than limitations on borrowing
and illiquid securities) will apply at the time of investment and shall not be
considered violated unless an excess or deficiency occurs or exists immediately
after and as a result of such investment.

TRUSTEES AND OFFICERS

The Trustees of the Trust are responsible for the general oversight of the
Trust's business. Subject to such policies as the Trustees may determine,
Schroder Investment Management North America Inc. ("Schroder") furnishes a
continuing investment program for each Fund and makes investment decisions on
its behalf. Subject to the control of the Trustees, Schroder also manages the
Funds' other affairs and business.

The Trustees and executive officers of the Trust and their principal occupations
during the last five years are set forth below.

(*) Nancy A. Curtin, Trustee and Chairman of the Trust. 41. 787 Seventh
Avenue, New York, New York. Managing Director, Schroder. Director, Schroder
Investment Management North America Limited. Vice Chairman and Director,
Schroder Fund Advisors Inc. Trustee, Schroder Capital Funds, Schroder Series
Trust and Schroder Series Trust II. Formerly, Director, Barings Asset
Management since 1993.

David N. Dinkins, Trustee. 71. 787 Seventh Avenue, New York, New York.
Trustee, Schroder Capital Funds, and Schroder Series Trust. Professor,
Columbia University School of International and Public Affairs. Director,
American Stock Exchange, Carver Federal Savings Bank, Transderm Laboratory
Corporation, and The Cosmetics Center, Inc. Formerly, Mayor, City of New York.

John I. Howell, Trustee. 82. 787 Seventh Avenue, New York, New York.
Trustee, Schroder Capital Funds, Schroder Series Trust, and Schroder Series
Trust II. Director, American International Life Assurance Company of New
York. Private consultant since 1987.

Peter S. Knight, Trustee. 48. 787 Seventh Avenue, New York, New York.
Trustee, Schroder Capital Funds, and Schroder Series Trust. Partner, Wunder,
Knight, Levine, Thelen & Forscey. Director, Comsat Corp., Medicis
Pharmaceutical Corp., and Whitman Education Group, Inc. Formerly, Campaign
Manager, Clinton/Gore '96.

Peter E. Guernsey, Trustee. 77. 787 Seventh Avenue, New York, New York.
Trustee, Schroder Capital Funds, Schroder Series Trust, and Schroder Series
Trust II. Formerly, Senior Vice President, Marsh & McLennan, Inc.

(*) Sharon L. Haugh, Trustee. 53. 787 Seventh Avenue, New York, New
York. Director and Chairman, Schroder. Chairman and Director, Schroder Fund
Advisors Inc. Trustee, Schroder Capital Funds, and Schroder Series Trust.

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<PAGE>

William L. Means, Trustee. 63. 787 Seventh Avenue, New York, New York.
Trustee, Schroder Capital Funds, Schroder Series Trust; and Schroder Series
Trust II. Formerly, Chief Investment Officer, Alaska Permanent Fund
Corporation.

Clarence F. Michalis, Trustee. 77. 787 Seventh Avenue, New York, New
York. Trustee, Schroder Capital Funds, and Schroder Series Trust. Chairman of
the Board of Directors, Josiah Macy, Jr. Foundation.

Hermann C. Schwab, Trustee. 79. 787 Seventh Avenue, New York, New York.
Trustee, Schroder Capital Funds, and Schroder Series Trust. Trustee, St.
Luke's/Roosevelt Hospital Center. Formerly, consultant to Schroder Capital
Management International Inc.

Mark J. Astley, Vice President of the Trust. 35. 787 Seventh Avenue, New
York, New York. First Vice President, Schroder. Formerly, employed by various
affiliates of Schroder in various positions in the investment research and
portfolio management areas since 1987.

Robert G. Davy, Vice President of the Trust. 38. 787 Seventh Avenue, New
York, New York. Director and Executive Vice President, Schroder. Director,
Schroder Investment Management North America Limited. Formerly, employed by
various affiliates of Schroder in various positions in the investment research
and portfolio management areas since 1986.

Margaret H. Douglas-Hamilton, Vice President of the Trust. 57. 787 Seventh
Avenue, New York, New York. Director, Senior Vice President and Secretary,
Schroder.

Richard R. Foulkes, Vice President of the Trust. 53. 787 Seventh Avenue,
New York, New York. Director and Deputy Chairman, Schroder. Director and
Executive Vice President of Schroder Investment Management North America Limited
since 1989.

Michael Perelstein, Vice President of the Trust. 43. 787 Seventh Avenue,
New York, New York. Director and Senior Investment Officer, Schroder. Formerly,
Managing Director of MacKay - Shields Financial Corp.

Catherine A. Mazza, Vice President of the Trust. 39. 787 Seventh
Avenue, New York, New York. Director and Senior Vice President, Schroder.
Executive Vice President and Director, Schroder Fund Advisors Inc. Vice
President, Schroder Capital Funds, and Schroder Series Trust. Formerly, Vice
President, Alliance Capital Management L.P.

Alexandra Poe, President of the Trust. 38. 787 Seventh Avenue, New
York, New York. First Vice President, Schroder. Senior Vice President,
Secretary, and General Counsel, Schroder Fund Advisors Inc. President
Schroder Capital Funds, and Schroder Series Trust. Assistant
Secretary, Schroder Series Trust II. Formerly, Attorney, Gordon Altman
Butowsky Weitzen Shalov & Wein; Vice President and Counsel, Citibank, N.A.

Jane P. Lucas, Vice President of the Trust. 38. 787 Seventh Avenue, New
York, New York. Senior Vice President, Schroder.

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<PAGE>

Alan M. Mandel, Secretary and Treasurer of the Trust. 41. 787 Seventh
Avenue, New York, New York. Secretary and Treasurer of Schroder Capital
Funds and Schroder Series Trust and Treasurer of Schroder Series Trust II.
First Vice President, Schroder. Formerly, Director of Mutual Fund
Administration for Salomon Brothers Asset Management; and prior thereto Chief
Financial Officer and Vice President of Hyperion Capital Management.

Carin Muhlbaum, Assistant Secretary of the Trust. 37. Vice President,
Schroder. Formerly, an investment management attorney with Seward & Kissel and
prior thereto, with Gordon Altman Butowsky Weitzen Shalov & Wein.

Nicholas Rossi, Assistant Secretary of the Trust. 36. 787 Seventh Avenue,
New York, New York. Assistant Vice President, Schroder. Assistant Vice President
of Schroder Fund Advisors Inc. since March 1998. Formerly, Mutual Fund
Specialist, Wilkie Farr & Gallagher; and prior thereto Fund Administrator,
Furman Selz LLC.

John A. Troiano, Vice President of the Trust. 40. 787 Seventh Avenue,
New York, New York. Director and Chief Executive, Schroder. Formerly,
employed by affiliates of Schroder in various positions in the investment
research and portfolio management areas since 1981.

Ira L. Unschuld, Vice President of the Trust. 33. 787 Seventh Avenue, New
York, New York. Director and Senior Vice President, Schroder.

Except as otherwise noted, the principal occupations of the Trustees and
officers for the last five years have been with the employers shown above,
although in some cases they have held different positions with such employers or
their affiliates.

TRUSTEE COMPENSATION

The table below shows the compensation paid to Trustees who are not "interested
persons" (as defined in the 1940 Act) of the Trust, Schroder, or Schroder Fund
Advisors Inc. by the Trust for the fiscal year ended May 31, 1999 and by all
Trusts in the Schroder Fund Complex (including the Trust ) during the 1998
calendar year.

COMPENSATION TABLE

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
(1) (2) (3)

NAME OF Aggregate Total Compensation from Trust
Trustee Compensation and
from Trust Fund Complex Paid to Trustees*

- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
David N. Dinkins 6,129 17,000
- -----------------------------------------------------------------------------------------------------------
Peter E. Guernsey 6,129 26,500
- -----------------------------------------------------------------------------------------------------------
John I. Howell 5,982 25,750
- -----------------------------------------------------------------------------------------------------------
Peter S. Knight 6,129 17,000
- -----------------------------------------------------------------------------------------------------------
William L. Means** 3,058 13,500
- -----------------------------------------------------------------------------------------------------------
Clarence F. Michalis 6,129 17,000
- -----------------------------------------------------------------------------------------------------------
Hermann C. Schwab 6,129 17,000
- -----------------------------------------------------------------------------------------------------------
</TABLE>

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<PAGE>

* The Total Compensation listed in column (3) for each Trustee includes
compensation for services as Trustee of the Trust, Schroder Capital Funds
("SCF"), Schroder Capital Funds II ("SCF II"), Schroder Series Trust
("SST"), and Schroder Series Trust II (formerly Schroder Asian Growth
Fund, Inc., "SST II"). The Trust, SCF, SCF II, SST, and SST II are
considered part of the same "Fund Complex" for these purposes.

** Mr. Means was elected Trustee of the Trust on December 15, 1998.

The Trust's Trust Instrument provides that the Trust will indemnify its Trustees
and officers against liabilities and expenses incurred in connection with
litigation in which they may be involved because of their offices with the
Trust, except if it is determined in the manner specified in the Trust
Instrument that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the Trust or that such
indemnification would relieve any officer or Trustee of any liability to the
Trust or its Shareholders by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of his or her duties. The Trust, at its
expense, provides liability insurance for the benefit of its Trustees and
officers.

SCHRODER AND ITS AFFILIATES

Schroder has served as the investment adviser for each of the Funds since their
inception. Schroder is a wholly-owned subsidiary of Schroder U.S. Holdings Inc.,
which engages through its subsidiary firms in the investment banking, asset
management, and securities businesses. Affiliates of Schroder U.S. Holdings Inc.
(or their predecessors) have been investment managers since 1927. Schroder U.S.
Holdings Inc. is an indirect, wholly-owned U.S. subsidiary of Schroders plc, a
publicly owned holding company organized under the laws of England. Schroders
plc and its affiliates engage in international merchant banking and investment
management businesses and as of June 30, 1999, had under management assets of
approximately $208 billion. Schroder's address is 787 Seventh Avenue, New York,
New York 10019.

Schroder Fund Advisors Inc., an affiliate of Schroder that serves as the Trust's
principal underwriter, is a wholly-owned subsidiary of Schroder Investment
Management North America Inc.

INVESTMENT ADVISORY AGREEMENTS

Under the Amended and Restated Investment Advisory Agreements between the Trust
and Schroder (the "Advisory Agreements"), Schroder, at its expense, provides the
Funds with investment advisory services and advises and assists the officers of
the Trust in taking such steps as are necessary or appropriate to carry out the
decisions of its Trustees regarding the conduct of business of the Trust and
each Fund. The fees to be paid under the Advisory Agreements are set forth in
the Prospectuses.

Under the Advisory Agreements, Schroder is required to regularly provide the
Funds with investment research, advice, and supervision and furnishes
continuously investment programs consistent with the investment objectives and
policies of the various Funds, and determines, for the various Funds, what
securities shall be purchased, what securities shall be held or sold, and what
portion of a Fund's assets shall be held uninvested, subject always to the
provisions of the Trust's Trust Instrument and By-laws, and of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), and to a Fund's
investment objectives, policies, and restrictions, and subject further to such
policies and instructions as the Trustees may from time to time establish.

Schroder makes available to the Trust, without additional expense to the Trust,
the services of such of its directors, officers, and employees as may duly be
elected Trustees or officers of the Trust, subject to their individual consent
to serve and to any limitations imposed by law. Schroder pays the compensation
and expenses of officers and executive employees of the Trust. Schroder also
provides investment advisory

-25-

<PAGE>

research and statistical facilities and all clerical services relating to such
research, statistical, and investment work. Schroder pays the Trust's office
rent.

Under the Advisory Agreements, the Trust is responsible for all its other
expenses, including clerical salaries not related to investment activities; fees
and expenses incurred in connection with membership in investment company
organizations; brokers' commissions; payment for portfolio pricing services to a
pricing agent, if any; legal expenses; auditing expenses; accounting expenses;
taxes and governmental fees; fees and expenses of the transfer agent and
investor servicing agent of the Trust; the cost of preparing share certificates
or any other expenses, including clerical expenses, incurred in connection with
the issue, sale, underwriting, redemption, or repurchase of shares; the expenses
of and fees for registering or qualifying securities for sale; the fees and
expenses of the Trustees of the Trust who are not affiliated with Schroder; the
cost of preparing and distributing reports and notices to shareholders; public
and investor relations expenses; and fees and disbursements of custodians of the
Funds' assets. The Trust is also responsible for its expenses incurred in
connection with litigation, proceedings, and claims and the legal obligation it
may have to indemnify its officers and Trustees with respect thereto.

Schroder's compensation under the Advisory Agreements may be reduced in any year
if a Fund's expenses exceed the limits on investment company expenses imposed by
any statute or regulatory authority of any jurisdiction in which shares of the
Fund are qualified for offer or sale.

The Advisory Agreements may be terminated without penalty by vote of the
Trustees as to any Fund, by the shareholders of that Fund, or by Schroder on 60
days' written notice. Each Advisory Agreement also terminates without payment of
any penalty in the event of its assignment, as such term is defined in the
Investment Company Act. In addition, each Advisory Agreement may be amended only
by a vote of the shareholders of the affected Fund(s), and each Advisory
Agreement provides that it will continue in effect from year to year only so
long as such continuance is approved at least annually with respect to a Fund by
vote of either the Trustees or the shareholders of the Fund, and, in either
case, by a majority of the Trustees who are not "interested persons" of
Schroder. In each of the foregoing cases, the vote of the shareholders is the
affirmative vote of a "majority of the outstanding voting securities" as defined
in the Investment Company Act.

State Street Bank and Trust Company ("State Street") provides certain
accounting, transfer agency, and other services to the Trust. The Trust
compensates State Street on a basis approved by the Trustees.

THE FORMER RELATED PORTFOLIOS. Prior to June 1, 1999 (or September 20, 1999
with respect to Schroder Emerging Markets Fund), each Fund (other than
Schroder U.S. Diversified Growth Fund, Schroder Greater China Fund and
Schroder Micro Cap Fund) invested all of its assets in a related portfolio
(each, a Former Related Portfolio" and collectively the "Former Related
Portfolios") having the same investment objectives and substantially the same
investment policies as the relevant Fund. As long as a Fund remained
completely invested in a portfolio (or any other investment company),
Schroder was not entitled to receive any investment advisory fee from the
Fund.

Schroder was the investment advisor to each of the Former Related Portfolios
pursuant to an investment advisory agreement (the "Portfolio Advisory
Agreement") between Schroder and Schroder Capital Funds, on behalf of the
Former Related Portfolios. Schroder received an investment advisory fee with
respect to each Former Related Portfolio. The Portfolio Advisory Agreement
was the same in all material respects as the Advisory Agreements. Each of the
Funds that invested in a Former Related Portfolio bore a proportionate part
of the investment advisory fees paid by such portfolio (based on the
percentage of that portfolio's assets attributable to the Fund).

-26-

<PAGE>

RECENT INVESTMENT ADVISORY FEES. Of the total investment advisory fees paid
by the Portfolios to Schroders, the portion borne indirectly by each Fund
that invested in such portfolio during the three most recent fiscal years is
set forth in the following tables. For each of Schroder U.S. Diversified
Growth Fund, Schroder Greater China Fund, and Schroder Micro Cap Fund (which
did not invest in a Former Related Portfolio), the tables reflect investment
advisory fees paid by such Funds to Schroders. The fees listed in the
following tables reflect reductions pursuant to expense limitations in effect
during such periods.

Funds with May 31 fiscal year end:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Fund Investment Advisory Investment Advisory Investment Advisory
Fees Paid for Fiscal Year Fees Paid for Fiscal Year Fees Paid for Fiscal Year
Ended 5/31/99 Ended 5/31/98 Ended 5/31/97
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Schroder Emerging $0 $2 N/A
Markets Fund
- ------------------------------------------------------------------------------------------------------------------------
Schroder U.S. Smaller $350,140 $254,728 $49,878
Companies Fund
- ------------------------------------------------------------------------------------------------------------------------
Schroder Micro Cap $30,004 $0 N/A
Fund
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

Funds with October 31 fiscal year end:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Fund Investment Advisory Investment Advisory Investment Advisory
Fees Paid for Fiscal Year Fees Paid for Fiscal Year Fees Paid for Fiscal Year
Ended 10/31/98 Ended 10/31/97 Ended 10/31/96
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Schroder International $718,360 $844,215 $978,697
Fund
- ------------------------------------------------------------------------------------------------------------------------
Schroder International $0 $0 N/A
Smaller Companies Fund
- ------------------------------------------------------------------------------------------------------------------------
Schroder U.S. Diversified $60,203 $90,466 $116,530
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------
Schroder Greater China N/A N/A N/A
Fund
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

FEE WAIVERS. Schroder voluntarily waived its fees during the three most
recent fiscal years pursuant to voluntary expense limitations and/or waivers
in effect during such periods. The portion of the amounts waived with respect
to the investment advisory fees indirectly borne by each Fund that invested
in a Former Related Portfolio is set forth in the following tables. For each
of Schroder U.S. Diversified Growth Fund, Schroder Greater China Fund and
Schroder Micro Cap Fund (which did not invest in a Former Related Portfolio),
the tables reflect the amount of the investment advisory fees payable by such
Fund that was waived by Schroder.

-27-
<PAGE>

Funds with May 31 fiscal year end:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Fund Fees Waived During Fees Waived During Fees Waived During
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
5/31/99 5/31/98 5/31/97
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Schroder Emerging $10,953 $20 N/A
Markets Fund
- ------------------------------------------------------------------------------------------------------------------------
Schroder U.S. Smaller $0 $0 $10,038
Companies Fund
- ------------------------------------------------------------------------------------------------------------------------
Schroder Micro Cap $72,211 $26,896 N/A
Fund
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

Funds with October 31 fiscal year end:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Fund Fees Waived During Fees Waived During Fees Waived During
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
10/31/98 10/31/97 10/31/96
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Schroder International $38,224 $47,444 $0
Fund
- ------------------------------------------------------------------------------------------------------------------------
Schroder International $51,558 $60,033 N/A
Smaller Companies Fund
- ------------------------------------------------------------------------------------------------------------------------
Schroder U.S. Diversified $40,931 $28,422 $4,355
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------
Schroder Greater China N/A N/A N/A
Fund
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

ADMINISTRATIVE SERVICES

On behalf of each Fund (except Schroder U.S. Diversified Growth Fund), the Trust
has entered into an administration agreement with Schroder Fund Advisors Inc.,
under which Schroder Fund Advisors Inc. provides management and administrative
services necessary for the operation of the Funds, including: (1) preparation of
shareholder reports and communications; (2) regulatory compliance, such as
reports to and filings with the SEC and state securities commissions; and (3)
general supervision of the operation of the Funds, including coordination of the
services performed by its investment adviser, transfer agent, custodian,
independent accountants, legal counsel and others. Schroder Fund Advisors Inc.
is a wholly owned subsidiary of Schroder and is a registered broker-dealer
organized to act as administrator and distributor of mutual funds.

For providing administrative services, Schroder Fund Advisors Inc. is
entitled to receive a monthly fee at the following annual rates (based upon
each Fund's average daily net assets): 0.225% with respect to Schroder
International Fund; and 0.25% with respect to Schroder Emerging Markets Fund,
Schroder International Smaller Companies Fund Schroder, U.S. Smaller
Companies Fund, Schroder Greater China Fund and Schroder Micro Cap Fund. The
administration agreement is terminable with respect to the Funds without
penalty, at any time, by the Trustees upon 60 days' written notice to
Schroder Fund Advisors Inc. or by Schroder Fund Advisors Inc. upon 60 days'
written notice to the Trust.

The Trust has entered into a subadministration agreement with State Street.
Under its agreement, State Street assists Schroder Fund Advisors Inc. with
certain of its responsibilities under the administration agreement, including
shareholder reporting and regulatory compliance. For providing its services,
State Street is entitled to receive a monthly fee at the following annual
rates (based upon each Fund's average daily net assets):

-28-
<PAGE>

0.06% on the first $1.7 billion of assets in the Fund Complex; 0.04% on the
next $1.7 billion of assets in the Fund Complex and 0.02% thereafter, subject
to certain minimums. Each Fund pays its Pro rata portion of such expenses.
The subadministration agreement is terminable with respect to the Fund
without penalty, at any time, by the Trust upon 60 days' written notice to
State Street or by State Street upon 60 days' written notice to the Trust.
Each Fund is also subject to certain minimum charges.

State Street provides certain accounting services to the Trust. The Trust
compensates State Street on a basis approved by the Trustees.

Prior to June 1, 1999, Forum Administrative Services, LLC ("FAdS") provided
certain administrative services to the Funds. During the three most recent
fiscal years, the Funds paid the following fees to Schroder Fund Advisors Inc.
and FAdS pursuant to the administration agreement and the subadministration
agreement. The fees listed in the following table reflect reductions pursuant to
fee waivers and expense limitations in effect during such periods.

Funds with May 31 fiscal year end:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Fund Administration Fees Paid Administration Fees Paid Administration Fees Paid
for Fiscal Year Ended for Fiscal Year Ended for Fiscal Year Ended
5/31/99 5/31/98 5/31/97
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Schroder Emerging Schroder Fund Advisors Schroder Fund Advisors N/A
Markets Fund Inc. $0 Inc. $2

FAdS $847 FAdS $4
- ------------------------------------------------------------------------------------------------------------------------
Schroder U.S. Smaller Schroder Fund Advisors Schroder Fund Advisors Schroder Fund Advisors
Companies Fund Inc. $139,898 Inc. $106,075 Inc. $25,060

FAdS $41,969 FAdS $63,663 FAdS $15,007
- ------------------------------------------------------------------------------------------------------------------------
Schroder Micro Cap Schroder Fund Advisors Schroder Fund Advisors N/A
Fund Inc. $20,443 Inc. N/A

FAdS $8,177 FAdS $2,152
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

Funds with October 31 fiscal year end:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Fund Administration Fees Paid Administration Fees Paid Administration Fees Paid
for Fiscal Year Ended for Fiscal Year Ended for Fiscal Year Ended
10/31/98 10/31/97 10/31/96
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Schroder International Schroder Fund Advisors Schroder Fund Advisors Schroder Fund Advisors
Fund Inc. $280,443 Inc. $348,301 Inc. $430,361

FAdS $210,164 FAdS $247,591 FAdS $217,445
- ------------------------------------------------------------------------------------------------------------------------
Schroder International Schroder Fund Advisors Schroder Fund Advisors N/A
Smaller Companies Fund Inc. $0 Inc. $0

FAdS $9,085 FAdS $10,595
- ------------------------------------------------------------------------------------------------------------------------

-29-

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------
Schroder U.S. Diversified Schroder Fund Advisors Schroder Fund Advisors Schroder Fund Advisors
Growth Fund Inc. $0 Inc. $0 Inc. $0

FAdS $13,485 FAdS $15,853 FAdS $18,598
- ------------------------------------------------------------------------------------------------------------------------
Schroder Greater China N/A N/A N/A
Fund
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

DISTRIBUTOR

Pursuant to a Distribution Agreement with the Trust, Schroder Fund Advisors Inc.
(the "Distributor"), 787 Seventh Avenue, New York, New York 10019, serves as the
distributor for the Trust's continually offered shares. The Distributor pays all
of its own expenses in performing its obligations under the Distribution
Agreement. The Distributor is not obligated to sell any specific amount of
shares of any Fund. Please see "Schroder and its Affiliates" for ownership
information regarding the Distributor.

DISTRIBUTION PLAN FOR ADVISOR SHARES. Each Fund has adopted a Distribution Plan
under Rule 12b-1 of the Investment Company Act pursuant to which the Fund may
pay the Distributor compensation in an amount limited in any fiscal year to the
annual rate of 0.50% (or, with respect to Schroder Greater China Fund, 0.25%) of
the Fund's average daily net assets attributable to Advisor Shares. The Trustees
have not authorized any payments under the Distribution Plans, although they may
at any time authorize payments at an annual rate of up to 0.50% (or, with
respect to Greater China Fund, 0.25%) of a Fund's average daily net assets
attributable to Advisor Shares. The Distribution Plans also relate to payments
made pursuant to the Trust's Shareholder Servicing Plan for Advisor Shares
(which will not exceed the annual rate of 0.25% of a Fund's average daily net
assets), to the extent such payments may be deemed to be primarily intended to
result in the sale of a Fund's Advisor Shares. See "Shareholder Servicing Plan
for Advisor Shares" below.

The various costs and expenses that may be paid or reimbursed under the
Distribution Plans include advertising expenses, costs of printing prospectuses
and other materials to be given or sent to prospective investors, expenses of
sales employees or agents of the Distributor, including salary, commissions,
travel and related expenses in connection with the distribution of Advisor
Shares, payments to broker-dealers who advise shareholders regarding the
purchase, sale, or retention of Advisor Shares, and payments to banks, trust
companies, broker-dealers (other than the Distributor) or other financial
organizations.

A Distribution Plan may not be amended to increase materially the amount of
distribution expenses permitted thereunder without the approval of a majority of
the outstanding Advisor Shares of the relevant Fund. Any other material
amendment to a Distribution Plan must be approved both by a majority of the
Trustees and a majority of those Trustees ("Qualified Trustees") who are not
"interested persons" (as defined in the Investment Company Act) of the Trust,
and who have no direct or indirect financial interest in the operation of the
Distribution Plan or in any related agreement, by vote cast in person at a
meeting called for the purpose. Each Distribution Plan will continue in effect
for successive one-year periods provided each such continuance is approved by a
majority of the Trustees and the Qualified Trustees by vote cast in person at a
meeting called for the purpose. Each Distribution Plan may be terminated at any
time by vote of a majority of the Qualified Trustees or by vote of a majority of
the Fund's outstanding Advisor Shares.

SHAREHOLDER SERVICING PLAN FOR ADVISOR SHARES. Each Fund (except Schroder Micro
Cap Fund) has also adopted a Shareholder Servicing Plan (the "Service Plan") for
the Advisor Shares of each Fund. Under the Service Plan, each Fund pays fees to
the Distributor at an annual rate of up to 0.25% of the average daily net assets
of the Fund attributable to its Advisor Shares. The Distributor may enter into
shareholder service agreements with Service Organizations pursuant to which the
Service Organizations provide administrative support services to their customers
who are Fund shareholders.

-30-

<PAGE>

In return for providing these support services, a Service Organization may
receive payments from the Distributor at a rate not exceeding 0.25% of the
average daily net assets of the Advisor Shares of each Fund for which the
Service Organization is the Service Organization of record. These administrative
services may include, but are not limited to, the following functions:
establishing and maintaining accounts and records relating to clients of the
Service Organization; answering shareholder inquiries regarding the manner in
which purchases, exchanges, and redemptions of Advisor Shares of the Trust may
be effected and other matters pertaining to the Trust's services; providing
necessary personnel and facilities to establish and maintain shareholder
accounts and records; assisting shareholders in arranging for processing
purchase, exchange, and redemption transactions; arranging for the wiring of
funds; guaranteeing shareholder signatures in connection with redemption orders
and transfers and changes in shareholder-designated accounts; integrating
periodic statements with other customer transactions; and providing such other
related services as the shareholder may request. Some Service Organizations may
impose additional conditions or fees, such as requiring clients to invest more
than the minimum amounts required by the Trust for initial or subsequent
investments or charging a direct fee for services. Such fees would be in
addition to any amounts which might be paid to the Service Organization by the
Distributor. Please contact your Service Organization for details.

In the fiscal years ended May 31, 1999, 1998 and 1997 respectively, the Trust
paid an aggregate of $11,643, $4,871 and $70 to the Distributor under the
Service Plan, all of which was, in turn, repaid by the Distributor to Service
Organizations. All such payments were made by Schroder U.S. Smaller Companies
Fund.

BROKERAGE ALLOCATION AND OTHER PRACTICES

Schroder may place portfolio transactions with broker-dealers which furnish,
without cost, certain research, statistical, and quotation services of value to
Schroder and its affiliates in advising the Trust and other clients, provided
that it shall always seek best price and execution with respect to transactions.
Certain investments may be appropriate for the Trust and for other clients
advised by Schroder. Investment decisions for the Trust and other clients are
made with a view to achieving their respective investment objectives and after
consideration of such factors as their current holdings, availability of cash
for investment, and the size of their investments generally. Frequently, a
particular security may be bought or sold for only one client or in different
amounts and at different times for more than one but less than all clients.
Likewise, a particular security may be bought for one or more clients when one
or more other clients are selling the security. In addition, purchases or sales
of the same security may be made for two or more clients of Schroder on the same
day. In such event, such transactions will be allocated among the clients in a
manner believed by Schroder to be equitable to each. In some cases, this
procedure could have an adverse effect on the price or amount of the securities
purchased or sold by the Trust. Purchase and sale orders for the Trust may be
combined with those of other clients of Schroder in the interest of achieving
the most favorable net results for the Trust.

BROKERAGE AND RESEARCH SERVICES. Transactions on U.S. stock exchanges and other
agency transactions involve the payment by the Trust of negotiated brokerage
commissions. Such commissions vary among different brokers. Also, a particular
broker may charge different commissions according to such factors as the
difficulty and size of the transaction. Transactions in foreign securities often
involve the payment of fixed brokerage commissions, which are generally higher
than those in the United States, and therefore certain portfolio transaction
costs may be higher than the costs for similar transactions executed on U.S.
securities exchanges. There is generally no stated commission in the case of
securities traded in the over-the-counter markets, but the price paid by the
Trust usually includes an undisclosed dealer commission or mark-up. In
underwritten offerings, the price paid by the Trust includes a disclosed, fixed
commission or discount retained by the underwriter or dealer.

Schroder places all orders for the purchase and sale of portfolio securities and
buys and sells securities through a substantial number of brokers and dealers.
In so doing, it uses its best efforts to obtain the best price and execution
available. In seeking the best price and execution, Schroder considers all
factors it deems

-31-

<PAGE>

relevant, including price, the size of the transaction, the nature of the market
for the security, the amount of the commission, the timing of the transaction
(taking into account market prices and trends), the reputation, experience, and
financial stability of the broker-dealer involved, and the quality of service
rendered by the broker-dealer in other transactions.

It has for many years been a common practice in the investment advisory business
for advisers of investment companies and other institutional investors to
receive research, statistical, and quotation services from broker-dealers that
execute portfolio transactions for the clients of such advisers. Consistent with
this practice, Schroder receives research, statistical, and quotation services
from many broker-dealers with which it places the Trust's portfolio
transactions. These services, which in some cases may also be purchased for
cash, include such matters as general economic and security market reviews,
industry and company reviews, evaluations of securities, and recommendations as
to the purchase and sale of securities. Some of these services are of value to
Schroder and its affiliates in advising various of their clients (including the
Trust), although not all of these services are necessarily useful and of value
in managing a Fund. The investment advisory fee paid by a Fund is not reduced
because Schroder and its affiliates receive such services.

As permitted by Section 28(e) of the Securities Exchange Act of 1934, as
amended (the "Securities Exchange Act"), and by the Advisory Agreements,
Schroder may cause a Fund to pay a broker that provides brokerage and
research services to Schroder an amount of disclosed commission for effecting
a securities transaction for a Fund in excess of the commission which another
broker would have charged for effecting that transaction. Schroder's
authority to cause a Fund to pay any such greater commissions is also subject
to such policies as the Trustees may adopt from time to time.

To the extent permitted by law, the Funds may engage in brokerage transactions
with Schroder & Co. Inc. ("Schroder & Co."), an affiliate of Schroder, to effect
securities transactions on the New York Stock Exchange only or Schroder
Securities Limited and its affiliates (collectively, "Schroder Securities"),
affiliates of Schroder, to effect securities transactions on various foreign
securities exchanges on which Schroder Securities has trading privileges.
Consistent with regulations under the Investment Company Act, the Funds have
adopted procedures which are reasonably designed to provide that any commissions
or other remuneration the Funds pay to Schroder & Co. and Schroder Securities do
not exceed the usual and customary broker's commission. In addition, the Funds
will adhere to the rule, under the Securities Exchange Act, governing floor
trading. This rule permits the Funds to effect, but not execute, exchange listed
securities transactions with Schroder & Co. Schroder & Co. pays a portion of the
brokerage commissions it receives from a Fund to the brokers executing the
transactions. Also, due to securities law limitations, the Funds may be required
to limit purchases of securities in a public offering if Schroder & Co. or
Schroder Securities or one of their affiliates is a member of the syndicate for
that offering.

None of the Funds has any understanding or arrangement to direct any specific
portion of its brokerage to Schroder & Co. or Schroder Securities, and none will
direct brokerage to Schroder & Co. or Schroder Securities in recognition of
research services.

The following tables show the aggregate brokerage commissions paid for the three
most recent fiscal years with respect to each Fund that incurred brokerage
costs. For each Fund that invested in a Former Related Portfolio, the amounts
listed represent aggregate brokerage commissions paid by such portfolio.

Funds with May 31 fiscal year end:

-32-

<PAGE>

<TABLE>
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
Schroder U.S. Smaller $1,069,409 $491,278 $167,043
Companies Fund
- -----------------------------------------------------------------------------------------------------------------------
Schroder Micro Cap Fund $49,558 $11,185 $2,966(a)
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Period Ended November 30, 1997

Funds with October 31 fiscal year end:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Fund Brokerage Commissions Brokerage Commissions Brokerage Commissions
Paid During Fiscal Year Paid During Fiscal Year Paid During Fiscal Year
Ended 10/31/98 Ended 10/31/97 Ended 10/31/96
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Schroder International $430,627 $421,129 $756,181
Fund
- -----------------------------------------------------------------------------------------------------------------------
Schroder International $25,266 $37,223 N/A
Smaller Companies Fund
- -----------------------------------------------------------------------------------------------------------------------
Schroder U.S. Diversified $40,509 $20,510 N/A
Growth Fund
- -----------------------------------------------------------------------------------------------------------------------
Schroder Greater China N/A N/A N/A
Fund
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

For the fiscal year ended May 31, 1999, or October 31, 1998, as the case
may be, the total brokerage commissions paid by the Funds to brokers and dealers
in transactions identified for execution on the basis of research and other
services provided to the Funds are summarized below.

<TABLE>
<CAPTION>
Fund Name (Fiscal Year End) Commissions
- --------------------------- -----------
<S> <C> <C>
Schroder Emerging Markets Fund (5/31) $ 1,014.67 (which amount represents approximately 0.7%
of the total brokerage commissions paid by the
Fund)
Schroder U.S. Smaller Companies Fund (5/31) $140,622.00 (which amount represents approximately 7.27%
of the total brokerage commissions paid by the
Fund)
Schroder Micro Cap Fund (5/31) $ 966.00 (which amount represents approximately 0.44%
of the total brokerage commissions paid by the
Fund)
Schroder International Fund (10/31) $ 49,969.42 (which amount represents approximately 11.6%
of the total brokerage commissions paid by the
Fund)
Schroder International Smaller $ 35.68 (which amount represents approximately 0.8%
Companies Fund (10/31) of the total brokerage commissions paid by the
Fund)
Schroder U.S. Diversified Growth Fund (10/31) $ 8,532.00 (which amount represents approximately 16.94%
of the total brokerage commissions paid by the
Fund)
Schroder Greater China Fund (10/31) N/A The inception date for this Fund is January 1,
1999, therefore no brokerage commissions were
paid during the period stated above.
</TABLE>

-33-

<PAGE>

For each Fund that invested in a Former Related Portfolio, the amounts listed
represent aggregate brokerage commissions paid by such Portfolio. Funds that
are not in the table did not pay any commissions related to research for the
stated periods.

The Funds paid no brokerage commissions to Schroder & Co. or Schroder Securities
in the three most recent fiscal years.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of each class of shares of each Fund is determined
daily as of the close of trading on the New York Stock Exchange (normally 4:00
p.m., Eastern Time) on each day the Exchange is open for trading.

The Trustees have established procedures for the valuation of a Fund's
securities, as follows:

Equities listed or traded on a domestic or foreign stock exchange (including the
National Association of Securities Dealers' Automated Quotation System
("NASDAQ")) for which last sales information is regularly reported are valued at
their last reported sales prices on such exchange on that day or, in the absence
of sales that day, at values based on the closing mid-market price, or, if none,
the last sales price on the preceding trading day. (Where the securities are
traded on more than one exchange, they are valued on the exchange on which the
security is primarily traded. Unlisted securities for which over-the-counter
market quotations are readily available generally are valued at the most
recently reported mid-market prices. Securities that do not have readily
available market quotations are valued at fair value pursuant to procedures
established by the Trustees. Fixed income securities are valued based on
quotations provided by the pricing services approved by the Trustees. Money
market instruments having a remaining maturity of 60 days or less may be valued
at amortized cost unless Schroder believes another valuation is more
appropriate.

All assets and liabilities of a Fund denominated in foreign currencies are
valued in U.S. based on the mid- market price of such currencies against the
U.S. dollar last quoted when the net asset value of the Fund's shares is
calculated.

Long-term corporate bonds and notes, certain preferred stocks, tax-exempt
securities and certain foreign securities are stated at fair value on the
basis of valuations furnished by pricing services approved by the Trustees,
which determine valuations for normal, institutional-size trading units of
such securities using methods based on market transactions for comparable
securities.

If any securities held by a Fund are restricted as to resale, Schroder will
obtain a valuation based on the current bid for the restricted security from one
or more independent dealers or other parties reasonably familiar with the facts
and circumstances of the security. If Schroder is unable to obtain a fair
valuation for a restricted security from an independent dealer or other
independent party, a pricing committee (comprised of certain directors and
officers at Schroder) shall determine the bid value of such security. The
valuation procedures applied in any specific instance are likely to vary from
case to case. However, consideration is generally given to the financial
position of the issuer and other fundamental analytical data relating to the
investment and to the nature of the restrictions on disposition of the
securities (including any registration expenses that might be borne by the Trust
in connection with such disposition). In addition, specific factors are also
generally considered, such as the cost of the investment, the market value of
any unrestricted securities of the same class (both at the time of purchase and
at the time of valuation), the size of the holding, the prices of any recent
transactions or offers with respect to such securities, and any available
analysts' reports regarding the issuer.

Generally, trading in certain securities (such as foreign securities) is
substantially completed each day at various times prior to the close of the New
York Stock Exchange. The values of these securities used in determining the net
asset value of the Trust's shares are computed as of such times. Also, because
of the

-34-

<PAGE>

amount of time required to collect and process trading information as to large
numbers of securities issues, the values of certain securities (such as
convertible bonds and U.S. Government Securities) are determined based on market
quotations collected earlier in the day at the latest practicable time prior to
the close of the Exchange. Occasionally, events affecting the value of such
securities may occur between such times and the close of the Exchange which will
not be reflected in the computation of the Trust's net asset value. If events
materially affecting the value of such securities occur during such period, then
these securities will be valued at their fair value, in the manner described
above.

The proceeds received by each Fund for each issue or sale of its shares, and all
income, earnings, profits, and proceeds thereof, subject only to the rights of
creditors, will be specifically allocated to such Fund, and constitute the
underlying assets of that Fund. The underlying assets of each Fund will be
segregated on the Trust's books of account, and will be charged with the
liabilities in respect of such Fund and with a share of the general liabilities
of the Trust. Each Fund's assets will be further allocated among its constituent
classes of shares on the Trust's books of account. Expenses with respect to any
two or more Funds or classes may be allocated in proportion to the net asset
values of the respective Funds or classes except where allocations of direct
expenses can otherwise be fairly made to a specific Fund or class.

REDEMPTIONS IN KIND

In consideration of the best interests of the remaining shareholders, the Trust
may pay certain redemption proceeds in whole or in part by a distribution in
kind of securities held by a Fund in lieu of cash. The Trust will, however,
redeem Investor Shares or Advisor Shares of a Fund solely in cash up to the
lesser of $250,000 or 1% of such Fund's net assets during any 90-day period for
any one shareholder. The Trust does not expect to redeem shares in kind under
normal circumstances. If your shares are redeemed in kind, you should expect to
incur transaction costs upon the disposition of the securities received in the
distribution.

TAXES

Each Fund intends to qualify each year and elect to be taxed as a regulated
investment company under Subchapter M of the United States Internal Revenue Code
of 1986, as amended (the "Code").

As a regulated investment company qualifying to have its tax liability
determined under Subchapter M, a Fund will not be subject to federal income tax
on any of its net investment income or net realized capital gains that are
distributed to shareholders.

In order to qualify as a "regulated investment company," a Fund must, among
other things, (a) derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, gains from the sale or
other dispositions of stock, securities, or foreign currencies, and other income
(including gains from options, futures, or forward contracts) derived with
respect to its business of investing in such stock, securities, or currencies,
and (b) diversify its holdings so that, at the close of each quarter of its
taxable year, (i) at least 50% of the value of its total assets consists of
cash, cash items, U.S. Government Securities, and other securities limited
generally with respect to any one issuer to not more than 5% of the total assets
of the Fund and not more than 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its assets is invested in the
securities of any issuer (other than U.S. Government Securities).

If a Fund fails to distribute in a calendar year substantially all of its
ordinary income for such year and substantially all of its capital gain net
income for the one-year period ending October 31 (or later if a Fund is
permitted so to elect and so elects), plus any retained amount from the prior
year, that Fund will be subject to a 4% excise tax on the undistributed amounts.
A dividend paid to shareholders by a Fund in January of a year generally is
deemed to have been paid by that Fund on December 31 of the preceding year, if
the dividend was declared and payable to shareholders of record on a date in
October, November, or December of that preceding year. Each Fund intends
generally to make distributions sufficient to avoid imposition of the 4% excise
tax. In order to receive the favorable tax treatment accorded regulated
investment companies and their shareholders, moreover, a Fund must in general
distribute with respect to each taxable year at least

-35-

<PAGE>

90% of the sum of its taxable net investment income, its net tax-exempt income,
and, the excess, if any, of net short-term capital gains over net long-term
capital losses for such year.

A Fund's distributions will be taxable to you as ordinary income to the extent
derived from the Fund's investment income and net short-term gains (that is, net
gains from capital assets held for no more than one year). Distributions
designated by a Fund as deriving from net gains on capital assets held for more
than one year will be taxable to you as long-term capital gains (generally
subject to a 20% tax rate), regardless of how long you have held the shares.
Distributions will be taxable to you as described above whether received in cash
or in shares through the reinvestment of distributions. Early in each year the
Trust will notify each shareholder of the amount and tax status of distributions
paid to the shareholder by each of the Funds for the preceding year. Dividends
and distributions on a Fund's shares are generally subject to federal income tax
as described herein to the extent they do not exceed the Fund's realized income
and gains, even though such dividends and distributions may economically
represent a return of a particular shareholder's investment. Such distributions
are likely to occur in respect of shares purchased at a time when a Fund's net
asset value reflects gains that are either unrealized, or realized but not
distributed. Such realized gains may be required to be distributed even when a
Fund's net asset value also reflects unrealized losses.

Upon the disposition of shares of a Fund (whether by sale, exchange, or
redemption), a shareholder will realize a gain or loss. Such gain or loss will
be capital gain or loss if the shares are capital assets in the shareholder's
hands, and will be long-term or short-term generally depending upon the
shareholder's holding period for the shares. Long-term capital gains will
generally be taxed at a federal income tax rate of 20%. Any loss realized by a
shareholder on a disposition of shares held by the shareholder for six months or
less will be treated as a long-term capital loss to the extent of any
distributions of capital gain dividends received by the shareholder with respect
to such shares. In general, any loss realized upon a taxable disposition of
shares will be treated as long-term capital loss if the shares have been held
for more than one year, and otherwise as short-term capital loss. In addition,
any loss realized on a sale or exchange of shares will be disallowed to the
extent that you replace the disposed of shares with shares of the same or
another Fund within a period of 61 days beginning 30 days before and ending 30
days after the date of disposition.

With respect to investment income and gains received by a Fund from sources
outside the United States, such income and gains may be subject to foreign taxes
which are withheld at the source. The effective rate of foreign taxes in which a
Fund will be subject depends on the specific countries in which its assets will
be invested and the extent of the assets invested in each such country and,
therefore, cannot be determined in advance. In addition, a Fund's investments in
foreign securities or foreign currencies may increase or accelerate the Fund's
recognition of ordinary income and may affect the timing or amount of the Fund's
distributions.

If a Fund engages in hedging transactions, including hedging transactions in
options, futures contracts, and straddles, or other similar transactions, it
will be subject to special tax rules (including constructive sale,
mark-to-market, straddle, wash sale, and short sale rules), the effect of which
may be to accelerate income to the Fund, defer losses to the Fund, cause
adjustments in the holding periods of the Fund's securities, or convert
short-term capital losses into long-term capital losses. These rules could
therefore affect the amount, timing and character of distributions to
shareholders. Each Fund will endeavor to make any available elections pertaining
to such transactions in a manner believed to be in the best interests of the
Fund.

Under federal income tax law, a portion of the difference between the purchase
price of zero-coupon securities in which a Fund has invested and their face
value ("original issue discount") is considered to be income to the Fund each
year, even though the Fund will not receive cash interest payments from these
securities. This original issue discount (imputed income) will comprise a part
of the net investment income of the Fund which must be distributed to
shareholders in order to maintain the qualification of the Fund as a regulated
investment company and to avoid federal income tax at the level of the Fund.

A Fund may be required to withhold 31% of certain of your dividends if you have
not provided the Fund with your correct taxpayer identification number (normally
your Social Security number), or if you are otherwise subject to back-up
withholding.

-36-

<PAGE>

This discussion of the federal income tax and state tax treatment of the Trust
and its shareholders is based on the law as of the date of this SAI.

PRINCIPAL HOLDERS OF SECURITIES

As of August 31, 1999, the Trustees of the Trust and, except as noted below,
the officers of the Trust, as a group owned less than 1% of the outstanding
shares of either class of each Fund.

The table attached as Appendix A lists those shareholders that owned 5% or more
of the shares of each Fund as of August 31, 1999, and therefore are controlling
persons of such Fund. Because these shareholders hold a substantial number of
shares, they may be able to require that the Trust hold special shareholder
meetings and may be able to determine the outcome of any shareholder vote.

PERFORMANCE INFORMATION

Average annual total return of a class of shares of a Fund for one-, five-, and
ten-year periods (or for such shorter periods as shares of that class of shares
of the Fund have been offered) is determined by calculating the actual dollar
amount of investment return on a $1,000 investment in that class of shares at
the beginning of the period, and then calculating the annual compounded rate of
return which would produce that amount. Total return for a period of one year or
less is equal to the actual return during that period. Total return calculations
assume reinvestment of all Fund distributions at net asset value on their
respective reinvestment dates. Total return may be presented for other periods.

ALL PERFORMANCE DATA IS BASED ON PAST INVESTMENT RESULTS AND DOES NOT PREDICT
FUTURE PERFORMANCE. Investment performance of a particular class of a Fund's
shares, which will vary, is based on many factors, including market conditions,
the composition of the Fund's portfolio, and the Fund's operating expenses
attributable to that class of shares. Investment performance also often reflects
the risks associated with a Fund's investment objectives and policies.
Quotations of yield or total return for any period when an expense limitation is
in effect will be greater than if the limitation had not been in effect. These
factors should be considered when comparing the investment results of a Fund's
shares to those of various classes of other mutual funds and other investment
vehicles. Performance for each Fund's shares may be compared to various indices.

The tables below set forth the average annual total return of Investor Shares
of the Funds for the one-, five-, and ten-year periods (or for such periods
as a Fund has been in operation) ended May 31, 1999, or April 30, 1999,
depending on a Fund's fiscal year end, as noted below. Performance for a
Fund's Advisor Shares includes estimated pro forma information based on the
performance of the Fund's Investor Shares, for periods prior to the inception
date for Advisor Shares. Such prior performance has been recalculated to
reflect the actual fees and expenses attributable to Advisor Shares. BECAUSE
THE EXPENSES ATTRIBUTABLE TO A FUND'S ADVISOR SHARES ARE HIGHER THAN THOSE
ATTRIBUTABLE TO ITS INVESTOR SHARES, THE PERFORMANCE OF THE FUND'S ADVISOR
SHARES WILL BE LESS THAN THE PERFORMANCE OF ITS INVESTOR SHARES.

-37-

<PAGE>

AVERAGE ANNUAL TOTAL RETURN FOR ANNUAL PERIODS ENDED MAY 31, 1999
(for Funds with May 31 fiscal year end)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
SINCE INCEPTION INCEPTION INCEPTION
OF FUND DATE OF DATE OF
FUND CLASS 1 YEAR 5 YEAR (ANNUALIZED) FUND CLASS
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Schroder Emerging Investor 17.88% N/A 4.09% 10/31/97 10/31/97
Markets Fund Shares

Advisor N/A N/A N/A N/A
Shares
- ----------------------------------------------------------------------------------------------------------------------------------
Schroder U.S. Smaller Investor
Companies Fund Shares (13.08%) 16.95% 16.90% 8/06/93 8/06/93

Advisor
Shares** (13.25%) 16.80% 16.74% 12/23/96
- ----------------------------------------------------------------------------------------------------------------------------------
Schroder Micro Cap Investor 64.56% N/A 70.94% 10/15/97 10/15/97
Fund Shares
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

-38-

<PAGE>

AVERAGE ANNUAL TOTAL RETURN FOR SEMI-ANNUAL PERIODS ENDED APRIL 30, 1999
(FOR FUNDS WITH OCTOBER 31 FISCAL YEAR END)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
SINCE INCEPTION INCEPTION INCEPTION
OF FUND DATE OF DATE OF
FUND CLASS 1 YEAR 5 YEAR 10 YEAR (ANNUALIZED) FUND CLASS
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Schroder International Investor 3.54 8.53 9.08 11.99 12/19/85 12/19/85
Fund Shares

Advisor N/A N/A N/A N/A 1/21/98
Shares***
- ----------------------------------------------------------------------------------------------------------------------------------
Schroder International Investor 21.51 N/A N/A 11.39 11/4/96 11/4/96
Smaller Companies Fund Shares

Advisor N/A N/A N/A N/A N/A
Shares
- ----------------------------------------------------------------------------------------------------------------------------------
Schroder U.S. Investor 12.16 18.84 16.06 11.77 10/31/70 10/31/70
Diversified Growth Shares
Fund
Advisor N/A N/A N/A N/A N/A
Shares
- ----------------------------------------------------------------------------------------------------------------------------------
Schroder Greater China Investor N/A N/A N/A N/A 1/4/99 1/4/99
Fund Shares

Adviser N/A N/A N/A N/A N/A
Share
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

** Total return for Advisor Shares of Schroder U.S. Smaller Companies Fund
reflects pro forma information (based on Investor Share performance)
through December 22, 1996, and actual total return from December 23, 1996
(the inception date of Advisor Shares of the Fund) through November 30,
1998. The actual total return of Advisor Shares of the Fund from December
23, 1996 through May 31, 1999 was 16.79%.

*** Total return for Advisor Shares of Schroder International Fund reflects
pro forma information (based on Investor Share performance) through
January 20, 1998, and actual total return from January 21, 1998 (the
inception date of Advisor Shares of the Fund) through April 30, 1999. The
actual total return of Advisor Shares of the Fund from January 21, 1998
through April 30, 1999 (not annualized) was 0.47%.

From time to time, Schroder may reduce its compensation or assume expenses
of a Fund in order to reduce the Fund's expenses, as described in the Trust's
current Prospectuses. Any such waiver or assumption would increase a Fund's
yield or total return for each class of shares during the period of the
waiver or assumption.

CUSTODIAN

State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, acts as custodian of the assets of each Fund. The
custodian's responsibilities include safeguarding and controlling a Fund's
cash

-39-

<PAGE>

and securities, handling the receipt and delivery of securities, and
collecting interest and dividends on a Fund's investments. The custodian does
not determine the investment policies of a Fund or decide which securities a
Fund will buy or sell.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

State Street Bank and Trust Company, 66 Brooks Drive Braintree, Massachusetts
02184, is the Trust's registrar, transfer agent and dividend disbursing agent.

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, the Trust's independent accountants, provide audit
services, and tax return preparation services. Their address is One Post Office
Square, Boston, Massachusetts 02109.

LEGAL COUNSEL

Ropes & Gray, One International Place, Boston, Massachusetts 02110-2624, serves
as counsel to the Trust.

SHAREHOLDER LIABILITY

Under Delaware law, shareholders could, under certain circumstances, be held
personally liable for the obligations of the Trust. However, the Trust's Trust
Instrument disclaims shareholder liability for acts or obligations of the Trust
and requires that notice of such disclaimer be given in each agreement,
obligation, or instrument entered into or executed by the Trust or the Trustees.
The Trust's Trust Instrument provides for indemnification out of a Fund's
property for all loss and expense of any shareholder held personally liable for
the obligations of a Fund. Thus the risk of a shareholder's incurring financial
loss on account of shareholder liability is limited to circumstances in which a
Fund would be unable to meet its obligations.

FINANCIAL STATEMENTS

The Reports of Independent Accountants, financial highlights, and financial
statements in respect of Schroder International Fund, Schroder International
Smaller Companies Fund, and Schroder U.S. Diversified Growth Fund included in
the Trust's Annual Reports to Shareholders for the fiscal year ended October
31, 1998 on Form N-30D under the Investment Company Act, filed electronically
on January 22, 1999 (File No. 811-07483 ; Accession Nos.
0000889812-99-000187, 0001004402-99-000032, 0000889812-99-000186) are
incorporated by reference into this Statement of Additional Information.

The financial highlights and financial statements in respect of Schroder
International Fund, Schroder International Smaller Companies Fund, Schroder
Greater China Fund and Schroder U.S. Diversified Growth Fund included in the
Trust's Semi-Annual Reports to Shareholders for the period ended April 30,
1999 on Form N-30D under the Investment Company Act, filed electronically on
July 7,1999 (except for Schroder International Smaller Companies Fund which
was filed on July 8, 1999)(File No.811-07483 ; Accession Nos.
0000889812-99-002067, 0000889812-99-002074, 000088912-99-002070,
000088912-99-002069 are incorporated by reference into this Statement of
Additional Information.

The Reports of Independent Accountants, financial highlights, and financial
statements in respect of Schroder Emerging Markets Fund, Schroder U.S.
Smaller Companies Fund, and Schroder Micro Cap Fund included in the Trust's
Annual Reports to Shareholders for the fiscal year ended May 31, 1999 on Form
N-30D under the Investment Company Act, filed electronically on August 9,
1999, August 2, 1999, August 9, 1999 (File No.811-07483 ; Accession Nos.
000088912-99-002344, 000088912-99-002279, 000088912-99-002345 are incorporated
by reference into this Statement of Additional Information.

-40-

<PAGE>

Appendix A - Holders of 5% or More of Outstanding Shares

As of August 31, 1999, the shareholders listed below owned more than 5% of a
Fund as noted. Shareholders owning 25% or more of the shares of a Fund or of the
Trust as a whole may be deemed to be controlling persons. By reason of their
substantial holdings of shares, these persons may be able to require the Trust
to hold a shareholder meeting to vote on certain issues and may be able to
determine the outcome of any shareholder vote. As noted, certain of these
shareholders are known to the Trust to hold their shares of record only and have
no beneficial interest, including the right to vote, in the shares.

-A1-

<PAGE>

<TABLE>
<CAPTION>
Number of Number of % of Shares
Investor Advisor of Fund
SCHRODER INTERNATIONAL FUND Shares Shares Class Owned
<S> <C> <C> <C>
SeaAlaska Corporation
Permanent Fund
Attn: Barbara A. Searls/Patrick Duke
1 SeaAlaska PLZ Ste 400
Juneau AK 99801-1245 1,190,647.93 12.81

Mac & Co.
Mellon Bank NA
PO Box 3198
Pittsburgh PA 15230-3198 1,136,170.120 12.22

Union College Pooled Endowment Funds
PO Box 3199 Church Street Station
New York NY 10008 1,003,831.055 10.80

Mac & Co.
Mellon Bank NA
PO Box 3198
Pittsburgh PA 15230-3198 863,135.376 9.29

Norwest Bank Minnesota NA, Trustee
PO Box 1450 NW 8477
Minneapolis MN 55480-8477 664,402.084 7.15

Lutheran Church
Missouri Synod Foundation
1333 5 Kirkwood Road
St. Louis MO 63122 1,113,988.543 11.99

Northern Trust Company TTEE for
Norwest Foundation
c/o Mutual Fund Processing
P.O. Box 92956
Chicago IL 60675-2956 696,360.799 7.49

-A2-
<PAGE>

<CAPTION>
Number of Number of % of Shares
Investor Advisor of Fund
SCHRODER INTERNATIONAL SMALLER COMPANIES FUND Shares Shares Class Owned
<C> <C>
Schroder Investment Management
Client Account
33 Gutter Lane
London EC2V 8AS
United Kingdom 300,000.00 44.74

Charles Schwab & Co
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122 251,788.929 37.55

Hudson-Webber Foundation
333 West Fort Street, Suite 1310
Detroit, MI 48226 113,848.946 16.98

-A3-

<PAGE>

Charles Schwab & Co. Inc.
Special Customer Account
Attn: Mutual Funds
101 Montgomery Street
San Francisco CA 94104 43,552.023 9.52

<CAPTION>
Number of Number of % of Shares
Investor Advisor of Fund
SCHRODER U.S. DIVERSIFIED GROWTH FUND Shares Shares Class Owned
<C> <C>
Wendel & Co.
c/o The Bank of New York
Mutual Fund Reorg. Dept.
PO Box 1066
Wall Street Station
New York NY 10268 229,921.589 10.92

Security Nominees Incorporated
1 State Street
New York NY 10017 171,856.010 8.16

Fox & Co.
PO Box 976
New York NY 10268 159,277.268 7.57

Wendel & Co.
c/o The Bank of New York
EBT Mutual Fund Section
PO Box 1066
Wall Street Station
New York NY 10268 113,014.3070 5.37

-A4-
<PAGE>

Number of Number of % of Shares
Investor Advisor of Fund
SCHRODER EMERGING MARKETS FUND Shares Shares Class Owned
<C> <C>
Wachovia Bank NA
USAA Savings & Investment Plan
301 N Main Street, P.O. Box 3073
Winston-Salem, NC 27150 56,824.335 34.26

Charles Schwab & Co. Inc.
Special Cust Account FBO
101 Montgomery Street
San Francisco CA 94104 79,247.887 47.78

First Security Bank NA
IHC Savings Plus Plan
PO BOX 25491
Salt Lake City, UT84125-0491 22,088.099 13.32

<CAPTION>
Number of Number of % of Shares
Investor Advisor of Fund
SCHRODER U.S. SMALLER COMPANIES FUND Shares Shares Class Owned
<C> <C> <C>
First American Trust Co TTEE
FBO Managed Omnibus Reinvestment
421 North Main Street 1,502,998.391 43.52

BALSA & Co.
c/o Chase Manhattan Bank
PO Box 1768
Grand Central Station
New York NY 10163-1768 545,995.448 15.81

Charles Schwab & Co Inc.
101 Montgomery Street
San Francisco CA 94104 295,574.779 8.56

-A5-
<PAGE>

American Express Trust Co.
FBO American Express Trust Retirement Service
P.O. Box 534
Minneapolis MN 55440 341,628.998 88.91

National Investor Services Corp.
55 Water Street
New York NY 10041 35,759.094 9.31

<CAPTION>
Number of Number of % of Shares
Investor Advisor of Fund
SCHRODER MICRO CAP FUND Shares Shares Class Owned
<C> <C>
Charles Schwab & Co. Inc.
101 Montgomery Street
San Francisco CA 94104 136,612.395 18.25

Schroder Capital Management International Inc.
ATTN: Fergal Cassidy
787 7th Avenue, 34th Floor
New York NY 10019 51,101.498 6.83

Ira Unschuld
150 East 56th Street
New York NY 10022 97,873.307 13.08

Wexford Cleaning Services Corp
410 S. Lucerne Blvd.
Los Angeles,CA 90020-4749 62800.244 8.39

<CAPTION>
Number of Number of % of Shares
Investor Advisor of Fund
SCHRODER GREATER CHINA FUND Shares Shares Class Owned
<S> <C> <C>
Schroder U.S. Holding Inc.
1633 Broadway Floor 9
New York, NY 10019-6708 100,000.00 100
</TABLE>

-A6-
<PAGE>

APPENDIX B

RATINGS OF CORPORATE DEBT INSTRUMENTS

MOODY'S INVESTORS SERVICE INC. ("MOODY'S")

FIXED-INCOME SECURITY RATINGS

"Aaa" Fixed-income securities which are rated "Aaa" are judged to be of the best
quality. They carry the smallest degree of investment risk and are generally
referred to as "gilt edge". Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

"Aa" Fixed-income securities which are rated "Aa" are judged to be of high
quality by all standards. Together with the "Aaa" group they comprise what are
generally known as high grade fixed-income securities. They are rated lower than
the best fixed-income securities because margins of protection may not be as
large as in "Aaa" securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in "Aaa" securities.

"A" Fixed-income securities which are rated "A" possess many favorable
investment attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and interest are considered
adequate, but elements may be present which suggest a susceptibility to
impairment sometime in the future.

"Baa" Fixed-income securities which are rated "Baa" are considered as medium
grade obligations; i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such fixed-income securities lack
outstanding investment characteristics and in fact have speculative
characteristics as well.

Fixed-income securities rated "Aaa", "Aa", "A" and "Baa" are considered
investment grade.

"Ba" Fixed-income securities which are rated "Ba" are judged to have
speculative elements; their future cannot be considered as well assured. Often
the protection of interest and principal payments may be very moderate, and
therefore not well safeguarded during both good and bad times in the future.
Uncertainty of position characterizes bonds in this class.

"B" Fixed-income securities which are rated "B" generally lack characteristics
of the desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

"Caa" Fixed-income securities which are rated "Caa" are of poor standing. Such
issues may be in default or there may be present elements of danger with respect
to principal or interest.

"Ca" Fixed-income securities which are rated "Ca" present obligations which
are speculative in a high degree. Such issues are often in default or have other
marked shortcomings.

"C" Fixed-income securities which are rated "C" are the lowest rated class of
fixed-income securities, and issues so rated can be regarded as having extremely
poor prospects of ever attaining any real investment standing.

-B1-

<PAGE>

Rating Refinements: Moody's may apply numerical modifiers, "1", "2", and
"3" in each generic rating classification from "Aa" through "B" in its municipal
fixed-income security rating system. The modifier "1" indicates that the
security ranks in the higher end of its generic rating category; the modifier
"2" indicates a mid-range ranking; and a modifier "3" indicates that the issue
ranks in the lower end of its generic rating category.

COMMERCIAL PAPER RATINGS

Moody's Commercial Paper ratings are opinions of the ability to repay
punctually promissory obligations not having an original maturity in excess of
nine months. The ratings apply to Municipal Commercial Paper as well as taxable
Commercial Paper. Moody's employs the following three designations, all judged
to be investment grade, to indicate the relative repayment capacity of rated
issuers: "Prime-1", "Prime-2", "Prime-3".

Issuers rated "Prime-1" have a superior capacity for repayment of
short-term promissory obligations. Issuers rated "Prime-2" have a strong
capacity for repayment of short-term promissory obligations; and Issuers rated
"Prime-3" have an acceptable capacity for repayment of short-term promissory
obligations. Issuers rated "Not Prime" do not fall within any of the Prime
rating categories.

STANDARD & POOR'S RATING GROUP("STANDARD & POOR'S")

FIXED-INCOME SECURITY RATINGS

A Standard & Poor's fixed-income security rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation. This
assessment may take into consideration obligors such as guarantors, insurers, or
lessees.

The ratings are based on current information furnished by the issuer or obtained
by Standard & Poor's from other sources it considers reliable. The ratings are
based, in varying degrees, on the following considerations: (1) likelihood of
default-capacity and willingness of the obligor as to the timely payment of
interest and repayment of principal in accordance with the terms of the
obligation; (2) nature of and provisions of the obligation; and (3) protection
afforded by, and relative position of, the obligation in the event of
bankruptcy, reorganization or other arrangement under the laws of bankruptcy and
other laws affecting creditors' rights.

Standard & Poor's does not perform an audit in connection with any rating and
may, on occasion, rely on unaudited financial information. The ratings may be
changed, suspended or withdrawn as a result of changes in, or unavailability of,
such information, or for other reasons.

"AAA" Fixed-income securities rated "AAA" have the highest rating assigned by
Standard & Poor's. Capacity to pay interest and repay principal is extremely
strong.

"AA" Fixed-income securities rated "AA" have a very strong capacity to pay
interest and repay principal and differs from the highest-rated issues only in
small degree.

"A" Fixed-income securities rated "A" have a strong capacity to pay interest
and repay principal although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than fixed-income
securities in higher-rated categories.

"BBB" Fixed-income securities rated "BBB" are regarded as having an adequate
capacity to pay interest and repay principal. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
repay principal for fixed-income securities in this category than for
fixed-income securities in higher-rated categories.

-B2-

<PAGE>

Fixed-income securities rated "AAA", "AA", "A" and "BBB" are considered
investment grade.

"BB" Fixed-income securities rated "BB" have less near-term vulnerability to
default than other speculative grade fixed-income securities. However, it faces
major ongoing uncertainties or exposure to adverse business, financial or
economic conditions which could lead to inadequate capacity or willingness to
pay interest and repay principal.

"B" Fixed-income securities rated "B" have a greater vulnerability to default
but presently have the capacity to meet interest payments and principal
repayments. Adverse business, financial or economic conditions would likely
impair capacity or willingness to pay interest and repay principal.

"CCC" Fixed-income securities rated "CCC" have a current identifiable
vulnerability to default, and the obligor is dependent upon favorable business,
financial and economic conditions to meet timely payments of interest and
repayments of principal. In the event of adverse business, financial or economic
conditions, it is not likely to have the capacity to pay interest and repay
principal.

"CC" The rating "CC" is typically applied to fixed-income securities
subordinated to senior debt which is assigned an actual or implied "CCC" rating.

"C" The rating "C" is typically applied to fixed-income securities
subordinated to senior debt which is assigned an actual or implied "CCC-"
rating.

"CI" The rating "CI" is reserved for fixed-income securities on which no
interest is being paid.

"NR" Indicates that no rating has been requested, that there is insufficient
information on which to base a rating or that Standard & Poor's does not rate a
particular type of obligation as a matter of policy.

Fixed-income securities rated "BB", "B", "CCC", "CC" and "C" are regarded as
having predominantly speculative characteristics with respect to capacity to pay
interest and repay principal. "BB" indicates the least degree of speculation and
"C" the highest degree of speculation. While such fixed-income securities will
likely have some quality and protective characteristics, these are out-weighed
by large uncertainties or major risk exposures to adverse conditions.

Plus (+) or minus (-): The rating from "AA" TO "CCC" may be modified by the
addition of a plus or minus sign to show relative standing with the major
ratings categories.

COMMERCIAL PAPER RATINGS

Standard & Poor's commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days. The commercial paper rating is not a recommendation to purchase or
sell a security. The ratings are based upon current information furnished by the
issuer or obtained by Standard & Poor's from other sources it considers
reliable. The ratings may be changed, suspended, or withdrawn as a result of
changes in or unavailability of such information. Ratings are graded into group
categories, ranging from "A" for the highest quality obligations to "D" for the
lowest. Ratings are applicable to both taxable and tax-exempt commercial paper.

Issues assigned "A" ratings are regarded as having the greatest capacity for
timely payment. Issues in this category are further refined with the designation
"1", "2", and "3" to indicate the relative degree of safety.

"A-1" Indicates that the degree of safety regarding timely payment is very
strong.

"A-2" Indicates capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as overwhelming as for
issues designated "A-1".

-B3-

<PAGE>

"A-3" Indicates a satisfactory capacity for timely payment. Obligations carrying
this designation are, however, somewhat more vulnerable to the adverse effects
of changes in circumstances than obligations carrying the higher designations.

-B4-
<PAGE>

PART C OTHER INFORMATION

ITEM 23. EXHIBITS.

(a) Trust Instrument of Registrant Amended and Restated as of March 13, 1998
(see Note 1).

(b) Bylaws of Registrant dated September 8, 1995 (see Note 2).

(c) See the following Articles and Sections in the Trust Instrument filed as
Exhibit (a): Article II, Sections 2.03, 2.04, 2.06, 2.08, 2.09, 2.10, 2.11;
Article III, Section 3.08; Article VII; Article IX; and Article X, Section
10.03.

(d) (1) Form of Amended and Restated Investment Advisory Agreement between the
Trust and Schroder Investment Management North America ("SIM N.A.") dated as of
September 15, 1999 with respect to Schroder Greater China Fund and Schroder Cash
Reserves Fund is filed herewith.

(2) Form of Amended and Restated Investment Advisory Agreement between the Trust
and SIM N.A. dated as of September 15, 1999, with respect to Schroder U.S.
Diversified Growth Fund is filed herewith.

(3) Form of Amended and Restated Investment Advisory Agreement between the Trust
and SIM N.A. dated as of September 15, 1999, with respect to Schroder U.S.
Smaller Companies Fund, Schroder Latin America Fund and International Equity
Fund is filed herewith.

(4) Form of Amended and Restated Investment Advisory Agreement between the Trust
and SIM N.A. dated as of September 15, 1999, with respect to Schroder
International Smaller Companies Fund and Schroder Global Asset Allocation Fund
is filed herewith.

(5) Form of Amended and Restated Investment Advisory Agreement between the Trust
and SIM N.A. dated as of September 15, 1999, with respect to Schroder Emerging
Markets Fund Institutional Portfolio is filed herewith.

(6) Form of Amended and Restated Investment Advisory Agreement between the Trust
and SIM N.A.. dated as of September 15, 1999, with respect to Schroder Micro Cap
Fund is filed herewith.

(7) Form of Amended and Restated Investment Advisory Agreement between the Trust
and SIM N.A. dated as of September 15, 1999, with respect to Schroder Emerging
Markets Fund is filed herewith.

C-1
<PAGE>

(8) Form of Amended and Restated Investment Sub-Advisory Agreement among the
Trust, SIM N.A. and Schroder Investment Management International Ltd. dated as
of September 15, 1999, with respect to Schroder International Smaller Companies
Fund is filed herewith.

(e) Form of Distribution Agreement between the Trust and Schroder Fund Advisors
Inc. dated as of September 15, 1999, is filed herewith.

(f) Not Applicable.

(g) Custodian Contract between the Trust and State Street Bank and Trust Company
dated as of May 31, 1999 (see Note 11).

(h) (1) Administration Agreement between the Trust and Schroder Fund Advisors
Inc. dated as of November 26, 1996, with respect to Schroder International Fund,
Schroder U.S. Smaller Companies Fund, Schroder Emerging Markets Fund
Institutional Portfolio, Schroder International Smaller Companies Fund, Schroder
Micro Cap Fund, Schroder Emerging Markets Fund, Schroder Cash Reserves Fund,
Schroder International Bond Fund and Schroder Greater China Fund (see Note 1).

(2) Sub-administration Agreement among Schroder Fund Advisors, Inc., the Trust,
Schroder Capital Funds, Schroder Series Trust II and State Street Bank and Trust
Company dated as of June 1, 1999 (see Note 11).

(3) Transfer Agency and Service Agreement between the Trust and State Street
Bank and Trust Company dated as of May 28, 1999 (see Note 11).

(5) Shareholder Service Plan adopted by the Trust with respect to Schroder
Greater China Fund (see Note 6).

(i) (1) Opinion and consent of Smith Katzenstein Furlow LLP as to the legality
of the securities previously registered (see Note 4).

(2) Opinion and consent of Jacobs Persinger & Parker with respect to Schroder
International Fund, Schroder U.S. Equity Fund and Schroder U.S. Smaller
Companies Fund (see Note 7).

(3) Opinion and consent of David I. Goldstein, Esq. as to the legality of the
securities being registered (see Note 8).

C-2
<PAGE>

(j) Consent of PricewaterhouseCoopers LLP is filed herewith.

(k) No financial statements were omitted from Item 22.

(l) Not Applicable.

(m) Distribution Plan with respect to Advisor Shares of Schroder U.S. Smaller
Companies Fund, Schroder Latin American Fund, Schroder International Fund,
Schroder Emerging Markets Fund Institutional Portfolio, Schroder International
Smaller Companies Fund, Schroder Micro Cap Fund, Schroder Emerging Markets Fund,
Schroder Cash Reserves Fund, Schroder Greater China Fund, Schroder International
Bond Fund and Schroder U.S. Diversified Growth Fund (see Note 3).

(n) Multiclass (Rule 18f-3) Plan adopted by Trust (see Note 9).

(o) Power of Attorney from Nancy A. Curtin, David N. Dinkins, Peter E.
Guernsey, Sharon L. Haugh, John I. Howell, Peter S. Knight, Alan Mandel,
William L. Means, Clarence F. Michalis, Hermann C. Schwab is filed herewith.

Notes:

1 Exhibit incorporated by reference as filed on Post-Effective Amendment No. 68
via EDGAR on September 30, 1998, accession number 0001004402-98-000531.

2 Exhibit incorporated by reference as filed on Post-Effective Amendment No. 61
via EDGAR on April 18, 1997, accession number 0000912057-97-013527.

3 Exhibit incorporated by reference as filed on Post-Effective Amendment No. 63
via EDGAR on July 18, 1997, accession number 001004402-97-000035.

4 Exhibit incorporated by reference as filed on Post-Effective Amendment No. 66
via EDGAR on February 27, 1998, accession number 0001004402-98-000149.

C-3
<PAGE>

5 Exhibit incorporated by reference as filed on Post-Effective Amendment No. 70
via EDGAR on December 31, 1998, accession number 0001004402-98-000679.

6 Exhibit incorporated by reference as filed on Post-Effective Amendment No. 67
via EDGAR on July 17, 1998, accession number 001004402-98-000399.

7 Exhibit incorporated by reference as filed on Post-Effective Amendment No. 54
via EDGAR on October 24, 1996, accession number 0000912057-96-023645.

8 Exhibit incorporated by reference as filed on Post-Effective Amendment No. 69
via EDGAR on November 30, 1998, accession number 0001004402-98-000621.

9 Exhibit incorporated by reference as filed on Post-Effective Amendment No. 65
via EDGAR on January 27, 1998, accession number 0001004402-98-000053.

10 Exhibit incorporated by reference as filed on Post-Effective Amendment No. 62
via EDGAR on June 30, 1997, accession number 0001004402-97-000030.

11 Exhibit incorporated by reference as filed on Post-Effective Amendment No. 74
via EDGAR on July 12, 1999, accession number 0001047469-99-027251.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

None.

ITEM 25. INDEMNIFICATION.

Section 10.02 of the Registrant's Trust Instrument reads as follows:

"(a) Subject to the exceptions and limitations contained in subsection
10.02(b): "(i) every person who is, or has been, a Trustee or officer of the
Trust (hereinafter referred to as a "Covered Person") shall be indemnified by
the Trust to the fullest extent permitted by law against liability and
against all expenses reasonably incurred or paid by him in connection with
any claim, action, suit or proceeding in which he becomes involved as a party
or otherwise by virtue of his being or having been a Trustee or officer and
against amounts paid or incurred by him in the settlement thereof; "(ii) the
words "claim," "action," "suit," or "proceeding" shall apply to all claims,
actions, suits or proceedings (civil, criminal or other, including appeals),
actual or threatened while in office or thereafter, and the words "liability"
and "expenses" shall include, without

C-4
<PAGE>

limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.

"(b) No indemnification shall be provided hereunder to a Covered Person: "(i)
who shall have been adjudicated by a court or body before which the proceeding
was brought: (A) to be liable to the Trust or its Holders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the Covered Person's office; or (B) not to have acted
in good faith in the reasonable belief that Covered Person's action was in the
best interest of the Trust; or "(ii) in the event of a settlement, unless there
has been a determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the Trustee's or officer's office: (A) by the court
or other body approving the settlement; (B) by at least a majority of those
Trustees who are neither Interested Persons of the Trust nor are parties to the
matter based upon a review of readily available facts (as opposed to a full
trial-type inquiry); or (C) by written opinion of independent legal counsel
based upon a review of readily available facts (as opposed to a full trial-type
inquiry); provided, however, that any Holder may, by appropriate legal
proceedings, challenge any such determination by the Trustees or by independent
counsel.

"(c) The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not be exclusive of
or affect any other rights to which any Covered Person may now or hereafter be
entitled, shall continue as to a person who has ceased to be a Covered Person
and shall inure to the benefit of the heirs, executors and administrators of
such a person. Nothing contained herein shall affect any rights to
indemnification to which Trust personnel, other than Covered Persons, and other
persons may be entitled by contract or otherwise under law.

"(d) Expenses in connection with the preparation and presentation of a defense
to any claim, action, suit or proceeding of the character described in
Subsection 10.02(a) of this Section 10.02 may be paid by the Trust or Series
from time to time prior to final disposition thereof upon receipt of an
undertaking by or on behalf of such Covered Person that such amount will be paid
over by him to the Trust or Series if it is ultimately determined that he is not
entitled to indemnification under this Subsection 10.02; provided, however, that
either (i) such Covered Person shall have provided appropriate security for such
undertaking, (ii) the Trust is insured against losses arising out of any such
advance payments or (iii) either a majority of the Trustees who are neither
Interested Persons of the Trust nor parties to the matter, or independent legal
counsel in a written opinion, shall have determined, based upon a review of
readily available facts (as opposed to a trial-type inquiry or full
investigation), that there is reason to believe that such Covered Person will be
found entitled to indemnification under this Section 10.02."

C-5
<PAGE>

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

(a) Schroder Investment Management North America Inc. The following is a
description of any business, profession, vocation or employment of a substantial
nature in which the investment adviser of the registrant, Schroder Investment
Management North America Inc. ("SIM N.A."), and each director or officer of the
investment adviser is or has been, at any time during the past two years,
engaged for his or her own account or in the capacity of director, officer or
employee. The address of each company listed, unless otherwise noted, is 787
Seventh Avenue, 34th Floor, New York, NY 10019. Schroder Investment Management
North America Limited ("Schroder Ltd."), a United Kingdom affiliate of SIM N.A.,
provides investment management services to international clients. Schroder
Capital Management International Inc. ("SCMI") served as investment adviser of
the registrant prior to July 1, 1999. SCMI merged into SIM N.A. which effective
as of July 1, 1999, became the investment adviser of the registrant.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
NAME TITLE BUSINESS CONNECTIONS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
David M. Salisbury Director SIM N.A.
- -------------------------------------------------------------------------------------------------------
Chief Executive, Director Schroder Ltd.*
- -------------------------------------------------------------------------------------------------------
Director Schroders plc.*
- -------------------------------------------------------------------------------------------------------
Trustee and Officer Schroder Series Trust II
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
John A. Troiano Director, Chief Executive SIM N.A.
- -------------------------------------------------------------------------------------------------------
Chief Executive, Director Schroder Ltd.*
- -------------------------------------------------------------------------------------------------------
Officer Certain open end management
investment companies for which SIM
N.A. and/or its affiliates provide
investment services
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Richard R. Foulkes Director, Deputy Chairman SIM N.A.
- -------------------------------------------------------------------------------------------------------
Deputy Chairman Schroder Ltd.*
- -------------------------------------------------------------------------------------------------------
Officer Certain open end management
investment companies for which SIM
N.A. and/or its affiliates provide
investment services
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Michael M. Perelstein Director, Senior Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------

C-6
<PAGE>

- -------------------------------------------------------------------------------------------------------
Sharon L. Haugh Director, Chairman SIM N.A.
- -------------------------------------------------------------------------------------------------------
Director, Chairman Schroder Fund Advisors Inc.
- -------------------------------------------------------------------------------------------------------
Director Schroder Ltd.*
- -------------------------------------------------------------------------------------------------------
Trustee Certain open end management
investment companies for which SIM
N.A. and/or its affiliates provide
investment services
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Gavin D. L. Ralston Managing Director, Senior Vice SIM N.A.
President
- -------------------------------------------------------------------------------------------------------
Director, Senior Vice President Schroder Ltd.*
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Robert G. Davy Director, Executive Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------
Director Schroder Ltd.*
- -------------------------------------------------------------------------------------------------------
Officer Certain open end management
investment companies for which SIM
N.A. and/or its affiliates provide
investment services
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Mark J. Smith Director, Executive Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------
Senior Vice President, Director Schroder Ltd.*
- -------------------------------------------------------------------------------------------------------
Director, Senior Vice President Schroder Fund Advisors Inc.
- -------------------------------------------------------------------------------------------------------
Officer Certain open end management
investment companies for which SIM
N.A. and/or its affiliates provide
investment services
- -------------------------------------------------------------------------------------------------------

C-7
<PAGE>

<CAPTION>
- -------------------------------------------------------------------------------------------------------
NAME TITLE BUSINESS CONNECTIONS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Jane P. Lucas Senior Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------
Officer Certain open end management
investment companies for which SIM
N.A. and/or its affiliates provide
investment services
- -------------------------------------------------------------------------------------------------------
David R. Robertson Group Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------
Senior Vice President Schroder Fund Advisors Inc.
- -------------------------------------------------------------------------------------------------------
Director of Institutional Business Oppenheimer Funds, Inc.
resigned 2/98
- -------------------------------------------------------------------------------------------------------
Louise Croset Director, Executive Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Ellen B. Sullivan Director, Senior Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Catherine A. Mazza Director, Senior Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------
Executive Vice President, Director Schroder Fund Advisors Inc.
- -------------------------------------------------------------------------------------------------------
Trustee, Officer Certain open end management
investment companies for which SIM
N.A. and/or its affiliates provide
investment services
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Heather F. Crighton Senior Vice President, Director SIM N.A.
- -------------------------------------------------------------------------------------------------------
First Vice President, Director Schroder Ltd.*
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Ira Unschuld Director, Senior Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------

C-8
<PAGE>

<CAPTION>
- -------------------------------------------------------------------------------------------------------
NAME TITLE BUSINESS CONNECTIONS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Officer Certain open end management
investment companies for which SIM
N.A. and/or its affiliates provide
investment services
- -------------------------------------------------------------------------------------------------------
Paul M. Morris Director, Managing Director SIM N.A.
- -------------------------------------------------------------------------------------------------------
Principal, Senior Portfolio Manager Weiss, Peck & Greer LLC resigned
12/96
- -------------------------------------------------------------------------------------------------------
Susan B. Kenneally Director, Senior Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------
First Vice President, Director Schroder Ltd.*
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Nancy A. Curtin Director, Managing Director SIM N.A.
- -------------------------------------------------------------------------------------------------------
Vice Chairman Schroder Fund Advisors Inc.
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Tappan K. Datta Director, Senior Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Donald H. M. Farquharson Director, Senior Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
David J. Ridgway Director, Senior Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Johannes C. van Heusde Director, Senior Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Philip J. Hardy Director, Senior Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------

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

- -------------------------------------------------------------------------------------------------------
Guy N.B. Varney Director, Senior Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------

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

C-9
<PAGE>

- -------------------------------------------------------------------------------------------------------
Andrew R. Barker Director, Senior Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
William H. Barnes Director, Senior Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Margaret H. Douglas-Hamilton Director, Senior Vice President, SIM N.A.
Secretary
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Thomas Melendez Director, Senior Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Robert C. Michele Director, Managing Director SIM N.A.
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Connie Moak Mazur Director, Senior Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Nancy B. Tooke Director, Executive Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Frances P. Selby Director, Senior Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Tony Ellingham Internal Audit Officer SIM N.A.
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
T. Jeremy Willoughby Compliance Officer SIM N.A.
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Abdallah H. Nauphal Senior Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Barbara Brooke Manning Compliance Officer, First Vice SIM N.A.
President
- -------------------------------------------------------------------------------------------------------
First Vice President Schroder Fund Advisors Inc.
- -------------------------------------------------------------------------------------------------------
</TABLE>

C-10
<PAGE>

*Schroder Ltd. and Schroders plc. are located at 31 Gresham St., London EC2V
7QA, United Kingdom.

(b) Schroder Investment Management International Ltd. The following is a
description of any business, profession, vocation or employment of a substantial
nature in which the investment subadviser of Schroder International Smaller
Companies Portfolio, Schroder Investment Management International Ltd.
("SIMIL"), and each director or officer of the investment subadviser is or has
been, at any time during the past two years, engaged for his or her own account
or in the capacity of director, officer or employee. The address of each company
listed below is set forth in the note following the table. Schroder Investment
Management North America Limited ("Schroder Ltd."), a United Kingdom affiliate
of SIM N.A., provides investment management services to international clients.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
NAME TITLE BUSINESS CONNECTIONS*
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>

- -------------------------------------------------------------------------------------------------------
Hugh Westrope Bolland Director SIMIL
- -------------------------------------------------------------------------------------------------------
Director Schroders (C.I.) Limited
- -------------------------------------------------------------------------------------------------------
Director Schroder Investment
Management (Hong Kong)
- -------------------------------------------------------------------------------------------------------
Director Schroder Properties Limited
- -------------------------------------------------------------------------------------------------------
Director Schroder Personal Investment
Management
- -------------------------------------------------------------------------------------------------------
Director, Chief Executive Officer Schroder Investment Management
Limited
- -------------------------------------------------------------------------------------------------------
Chairman Schroder Investment Management
(Australasia) Limited
- -------------------------------------------------------------------------------------------------------
Chairman Schroder Investment Management (UK)
Limited
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Jennifer A. Bonathan Director SIMIL
- -------------------------------------------------------------------------------------------------------
First Vice President, Director Schroder Ltd.
- -------------------------------------------------------------------------------------------------------
First Vice President, Director SIM N.A.
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Nigel J. Burnham Director SIMIL
- -------------------------------------------------------------------------------------------------------
Finance Officer, First Vice President SIM N.A.
- -------------------------------------------------------------------------------------------------------

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

C-11
<PAGE>

<CAPTION>
- -------------------------------------------------------------------------------------------------------
NAME TITLE BUSINESS CONNECTIONS*
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Robert G. Davy Director SIMIL
- -------------------------------------------------------------------------------------------------------
Executive Vice President, Director SIM N.A.
- -------------------------------------------------------------------------------------------------------
Director Schroder Ltd.
- -------------------------------------------------------------------------------------------------------
Officer Certain open end management
investment companies for which SIM
N.A. and/or its affiliates provide
investment services
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Denis H. Clough Director SIMIL
- -------------------------------------------------------------------------------------------------------
Director Schroder Investment Management (UK)
Limited
- -------------------------------------------------------------------------------------------------------
Richard R. Foulkes Deputy Chairman, Director SIMIL
- -------------------------------------------------------------------------------------------------------
Deputy Chairman, Director SIM N.A.
- -------------------------------------------------------------------------------------------------------
Deputy Chairman Schroder Ltd.
- -------------------------------------------------------------------------------------------------------
Officer Certain open end management
investment companies for which SIM
N.A. and/or its affiliates provide
investment services
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Madeleine S. Hall Director SIMIL
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Jeremy A. Hill Chairman, Director SIMIL
- -------------------------------------------------------------------------------------------------------
Commissioner PT Schroder Investment Management
Indonesia
- -------------------------------------------------------------------------------------------------------
Chairman Schroder Investment Management (Hong
Kong) Limited
- -------------------------------------------------------------------------------------------------------
Chairman Schroder Japan Growth Fund
- -------------------------------------------------------------------------------------------------------
Chairman Korea Schroder Fund Management
Limited
- -------------------------------------------------------------------------------------------------------

C-12
<PAGE>

- -------------------------------------------------------------------------------------------------------
Ian Johnson Secretary SIMIL
- -------------------------------------------------------------------------------------------------------
Assistant Secretary J. Henry Schroder & Co., Limited
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Jan Anthony Kingzett Director SIMIL
- -------------------------------------------------------------------------------------------------------
Deputy Chairman Schroder Investment Management
(Japan) Limited
- -------------------------------------------------------------------------------------------------------
Chairman Schroder Investment Trust
Management Limited
- -------------------------------------------------------------------------------------------------------
Director Schroder Investment Management
(Singapore) Limited
- -------------------------------------------------------------------------------------------------------
Director Certain open end management
investment companies for which SIM
N.A. and/or its affiliates provide
investment services
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Maggie Lay Wah Lee Director Schroder Investment Management
(Singapore) Limited
- -------------------------------------------------------------------------------------------------------
Director SIMIL
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Richard A. Mountford Managing Director SIMIL
- -------------------------------------------------------------------------------------------------------
Director, Deputy Chairman Schroder Investment Management
(Singapore) Limited
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Nicola Ralston Deputy Chairman, Director SIMIL
- -------------------------------------------------------------------------------------------------------

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

C-13
<PAGE>

- -------------------------------------------------------------------------------------------------------
Christopher N. Rodgers Director SIMIL
- -------------------------------------------------------------------------------------------------------
Director Schroder Investment Management
Limited
- -------------------------------------------------------------------------------------------------------
Director Schroder Investment Management (UK)
Limited
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
David M. Salisbury Director SIMIL
- -------------------------------------------------------------------------------------------------------
Director SIM N.A.
- -------------------------------------------------------------------------------------------------------
Chief Executive, Director Schroder Ltd.
- -------------------------------------------------------------------------------------------------------
Director Schroders plc.
- -------------------------------------------------------------------------------------------------------
Trustee and Officer Schroder Series Trust II
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
Daniele Serruya Director SIMIL
- -------------------------------------------------------------------------------------------------------
Olaf N. Siedler Director SIMIL
- -------------------------------------------------------------------------------------------------------
Director Schroder Investment
Management (UK)Limited
- -------------------------------------------------------------------------------------------------------
</TABLE>

Each of Schroder Investment Management Limited, Schroder Investment Management
(UK) Limited, Schroder Investment Management (Europe), Korea Schroder Fund
Management Limited and Schroder Personal Investment Management, are located at
33 Gutter Lane, London EC2V 8AS United Kingdom. Schroder Investment Management
(Singapore) Limited is located at #47-01 OCBC Centre, Singapore. Schroder
Investment Management (Hong Kong) Limited is located at 8 Connaight Place, Hong
Kong. Schroder Investment Management (Australasia) Limited is located at 225
George Place, Sydney Australia. PT Schroder Investment Management Indonesia is
located at Lippo Plaza Bldg., 25 Jakarta, 12820. Schroders (C.I.) Limited is
located at St. Peter Port, Guernsey, Channel Islands, GY1 3UF. Schroder
Properties Limited is located at Senator House, 85 Queen Victoria Street, London
EC4V 4EJ, United Kingdom. Schroder Fund Advisors Inc. and SIM N.A. are located
at 787 Seventh Avenue, 34th Floor, New York, NY 10019. Schroder Ltd. and
Schroders plc. are located at 31 Gresham St., London EC2V 7QA, United Kingdom.

ITEM 27. PRINCIPAL UNDERWRITERS.

C-14
<PAGE>

(a) Schroder Fund Advisors Inc., the Registrant's principal underwriter, also
serves as principal underwriter for Schroder Series Trust and Schroder Series
Trust II.

(b) Following is information with respect to each officer and director of
Schroder Fund Advisors Inc., the Distributor of the shares of Schroder Emerging
Markets Fund Institutional Portfolio, Schroder International Fund, Schroder U.S.
Smaller Companies Fund, Schroder International Smaller Companies Fund, Schroder
U.S. Diversified Growth Fund, Schroder Emerging Markets Fund, Schroder Micro Cap
Fund and Schroder Greater China Fund (each, a series of the Registrant):

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
NAME POSITION WITH UNDERWRITER POSITION WITH REGISTRANT
- ---------------------------------------------------------------------------------------------
<S> <C> <C>

- ---------------------------------------------------------------------------------------------
Nancy A. Curtin Vice Chairman and Director Chairman and Trustee
- ---------------------------------------------------------------------------------------------
Catherine A. Mazza Executive Vice President and Director Vice President
- ---------------------------------------------------------------------------------------------
Mark J. Smith Senior Vice President and Director None
- ---------------------------------------------------------------------------------------------
Sharon L. Haugh Chairman and Director Trustee
- ---------------------------------------------------------------------------------------------
Fergal Cassidy Treasurer and Chief Financial Officer None
- ---------------------------------------------------------------------------------------------
Alexandra Poe General Counsel, Senior Vice President
President, Secretary and Director
- ---------------------------------------------------------------------------------------------
Alan Mandel Senior Vice President and Director Treasurer and Secretary
- ---------------------------------------------------------------------------------------------
James Gray Senior Vice President None
- ---------------------------------------------------------------------------------------------
David Robertson Senior Vice President and Director None
- ---------------------------------------------------------------------------------------------
</TABLE>

Business address for each is 787 Seventh Avenue, New York, New York 10019 except
for Nancy A. Curtin and Mark J. Smith whose business address is 31 Gresham St.,
London EC2V 7QA, United Kingdom.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

C-15
<PAGE>

The accounts, books and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the Rules thereunder are
maintained at the offices of SIM N.A. (investment management records) and
Schroder Fund Advisors Inc. (administrator and distributor records), 787 Seventh
Avenue, New York, New York 10019, except that certain items are maintained at
State Street Bank and Trust Company, 2 Avenue de Lafayette, Boston,
Massachusetts 02111 and 2 Heritage Drive, N. Quincy, Massachusetts 02171.

ITEM 29. MANAGEMENT SERVICES.

None.

ITEM 30. UNDERTAKINGS.

Registrant undertakes to furnish upon request and without charge to each person
to whom a prospectus is delivered a copy of Registrant's latest annual report to
shareholders relating to the fund to which the prospectus relates.

C-16
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all of the requirements for effectiveness of this registration statement
under rule 485(b) under the Securities Act of 1933, as amended, and has duly
caused this post-effective amendment number 74 to the Registrant's registration
statement to be signed on its behalf by the undersigned, duly authorized, in the
City of New York, and State of New York on September 30, 1999.

Schroder Capital Funds (Delaware)
By: /s/ Alexandra Poe
Alexandra Poe
President

C-17
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to the Registration Statement has been signed below by the following
persons on September 30, 1999.

Principal Executive Officer Nancy A. Curtin, Chairman

By: /s/ Carin Muhlbaum
Carin Muhlbaum, Attorney-in-fact*

Principal Financial Officer /s/ Alan Mandel
Alan Mandel, Treasurer

A majority of the Trustees:

* Nancy A. Curtin, Trustee
* David N. Dinkins, Trustee
* Peter E. Guernsey, Trustee
* Sharon L. Haugh, Trustee
* John I. Howell, Trustee
* Peter S. Knight, Trustee
* William L. Means, Trustee
* Clarence F. Michalis, Trustee
* Hermann C. Schwab, Trustee

By: /s/ Carin Muhlbaum
Carin Muhlbaum Attorney-in-Fact*

* Pursuant to powers of attorney filed as Other Exhibits to this registration
statement.

C-18
<PAGE>

EXHIBIT LIST

Exhibit
Number Description
------ -----------

(d)(1) Form of Amended and Restated Investment Advisory Agreement between the
Trust and SIM N.A. dated as of September 15, 1998 with respect to
Schroder Greater China Fund and Schroder Cash Reserves Fund

(d)(2) Form of Amended and Restated Investment Advisory Agreement between the
Trust and SIM N.A. dated as of September 15, 1999, with respect to
Schroder U.S. Diversified Growth Fund

(d)(3) Form of Amended and Restated Investment Advisory Agreement between the
Trust and SIM N.A. dated as of September 15, 1999, with respect to
Schroder U.S. Smaller Companies Fund, Schroder Latin America Fund and
International Equity Fund

(d)(4) Form of Amended and Restated Investment Advisory Agreement between the
Trust and SIM N.A. dated as of September 15, 1999, with respect to
Schroder International Smaller Companies Fund and Schroder Global
Asset Allocation Fund

(d)(5) Form of Amended and Restated Investment Advisory Agreement between the
Trust and SIM N.A. dated as of September 15, 1999, with respect to
Schroder Emerging Markets Fund Institutional Portfolio

(d)(6) Form of Amended and Restated Investment Advisory Agreement between the
Trust and SIM N.A.. dated as of September 15, 1999, with respect to
Schroder Micro Cap Fund

(d)(7) Form of Amended and Restated Investment Advisory Agreement between the
Trust and SIM N.A. dated as of September 15, 1999, with respect to
Schroder Emerging Markets Fund

C-19
<PAGE>

(d)(8) Form of Amended and Restated Investment Advisory Agreement among the
Trust, SIM N.A. and Schroder Investment Management International Ltd.
dated as of September 15, 1999, with respect to Schroder International
Smaller Companies Fund

(e) Form of Distribution Agreement between the Trust and Schroder Fund
Advisors Inc.

(j) Consent of PricewaterhouseCoopers LLP

(o) Powers of Attorney

C-20

<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)

AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT

AGREEMENT made the 14th day of September, 1998, as amended and restated
this __ day of _____, 1999, between Schroder Capital Funds (Delaware) (the
"Trust"), a business trust organized under the laws of the State of Delaware
with its principal place of business at 787 Seventh Avenue, 34th floor, New
York, New York 10019, and Schroder Investment Management North America Inc. (the
"Adviser"), a corporation organized under the laws of the State of Delaware with
its principal place of business at 787 Seventh Avenue, 34th floor, New York, New
York 10019.

WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company and is
authorized to issue shares (as defined in the Trust's Trust Instrument) in
separate series;

WHEREAS, the Adviser provides investment advice and is registered with the
Securities and Exchange Commission (the "Commission") as an investment adviser
under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and
is registered with the United Kingdom Investment Management Regulatory
Organization ("IMRO");

WHEREAS, the Trust desires that the Adviser perform investment advisory
services for each series of the Trust listed in Appendix A hereto (each a
"Fund," and collectively the "Funds"), and the Adviser is willing to provide
those services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Adviser is willing to render such investment advisory
services to the Funds;

NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS

The Trust is engaged in the business of investing and reinvesting its
assets in securities of the type and in accordance with the limitations
specified in its Trust Instrument and Registration Statement filed with the
Commission under the Securities Act of 1933 (the "1933 Act") and the 1940 Act,
as may be amended from time to time, all in such manner and to such extent as
may from time to time be authorized by the Trust's Board of Trustees (the
"Board"). The Trust is currently authorized to issue multiple series of shares
and the Board is authorized to issue shares in any number of additional series
upon approval of the Board. The Trust has delivered to the Adviser copies of the
Trust's Trust Instrument and Registration Statement and

<PAGE>

will from time to time furnish the Adviser with any amendments thereof.

SECTION 2. INVESTMENT ADVISER; APPOINTMENT

The Trust hereby employs the Adviser, subject to the direction and control
of the Board, to manage the investment and reinvestment of the assets in each
Fund and, without limiting the generality of the foregoing, to provide other
services as specified in Section 3 hereof.

SECTION 3. DUTIES OF THE ADVISER

(a) The Adviser shall make decisions with respect to all purchases and
sales of securities and other investment assets in the Funds. To carry out such
decisions, the Adviser is hereby authorized, as agent and attorney-in-fact for
the Trust, for the account of, at the risk of and in the name of the Trust, to
place orders and issue instructions with respect to those transactions of the
Funds. In all purchases, sales and other transactions in securities for the
Funds, the Adviser is authorized to exercise full discretion and act for the
Trust in the same manner and with the same force and effect as the Trust might
or could do with respect to such purchases, sales or other transactions, as well
as with respect to all other things necessary or incidental to the furtherance
or conduct of such purchases, sales or other transactions.

(b) The Adviser will report to the Board at each meeting thereof all
changes in the Funds since the prior report, and will also keep the Board
informed of important developments affecting the Trust, the Funds and the
Adviser, and on its own initiative, will furnish the Board from time to time
with such information as the Adviser may believe appropriate for this purpose,
whether concerning the individual companies whose securities are included in a
Fund's holdings, the industries in which the issuers engage, or the economic,
social or political conditions prevailing in each country in which a Fund
maintains investments. The Adviser will also furnish the Board with such
statistical and analytical information with respect to securities in the Funds
as the Adviser may believe appropriate or as the Board reasonably may request.
In making purchases and sales of securities for a Fund, the Adviser will bear in
mind the policies set from time to time by the Board as well as the limitations
imposed by the Trust's Trust Instrument and Registration Statement, the
limitations in the 1940 Act, the 1933 Act and in the Internal Revenue Code of
1986, as amended, in respect of regulated investment companies and the
investment objectives, policies and restrictions of the Funds.

(c) The Adviser will from time to time employ or associate with such
persons as the Adviser believes to be particularly fitted to assist in the
execution of the Adviser's duties hereunder, the cost of performance of such
duties to be borne and paid by the Adviser. No obligation may be incurred on the
Trust's behalf in any such respect.

(d) The Adviser shall maintain records for each Fund relating to
portfolio transactions and the placing and allocation of brokerage orders as are
required to be

-2-
<PAGE>

maintained by the Trust under the Act. The Adviser shall prepare and maintain,
or cause to be prepared and maintained, in such form, for such periods and in
such locations as may be required by applicable law, all documents and records
relating to the services provided by the Adviser pursuant to this Agreement
required to be prepared and maintained by the Trust pursuant to the rules and
regulations of any national, state, or local government entity with jurisdiction
over the Trust, including the Commission and the Internal Revenue Service. The
books and records pertaining to the Trust which are in possession of the Adviser
shall be the property of the Trust. The Trust, or the Trust's authorized
representatives, shall have access to such books and records at all times during
the Adviser's normal business hours. Upon the reasonable request of the Trust,
copies of any such books and records shall be provided promptly by the Adviser
to the Trust or the Trust's authorized representatives.

SECTION 4. EXPENSES

The Trust hereby confirms that the Trust shall be responsible and shall
assume the obligation for payment of all the Trust's expenses, including:
interest charges, taxes, brokerage fees and commissions; certain insurance
premiums; fees, interest charges and expenses of the Trust's custodian and
transfer agent; telecommunications expenses; auditing, legal and compliance
expenses; costs of the Trust's formation and maintaining its existence; costs of
preparing the Trust's Registration Statement, account application forms and
shareholder reports and delivering them to existing and prospective
shareholders; costs of maintaining books of original entry for portfolio and
fund accounting and other required books and accounts and of calculating the net
asset value of shares in the Trust; costs of reproduction, stationery and
supplies; compensation of the Trust's trustees, officers and employees and costs
of other personnel performing services for the Trust who are not officers of the
Adviser or of Schroder Fund Advisors Inc. or affiliated persons of either; costs
of Trust meetings; registration fees and related expenses for registration with
the Commission and the securities regulatory authorities of other jurisdictions
in which the Trust's shares are sold; state securities law registration fees and
related expenses; and fees and out-of-pocket expenses payable to Schroder Fund
Advisors Inc. under any distribution, management or similar agreement.

SECTION 5. STANDARD OF CARE

(a) The Trust shall expect of the Adviser, and the Adviser will give the
Trust the benefit of, the Adviser's best judgment and efforts in rendering its
services to the Trust, and as an inducement to the Adviser's undertaking these
services the Adviser shall not be liable hereunder for any mistake of judgment
or in any event whatsoever, except for lack of good faith, provided that nothing
herein shall be deemed to protect, or purport to protect, the Adviser against
any liability to the Trust or to the Trust's shareholders to which the Adviser
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Adviser's duties hereunder, or by reason of
the Adviser's reckless disregard of its obligations and duties hereunder. As
used in this Section 5, the term

-3-
<PAGE>

"Adviser" shall include any affiliated person of the Adviser performing services
for the Funds contemplated hereby and directors, officers and employees of the
Adviser as well as the Adviser itself.

(b) The Adviser shall not be liable for any losses caused by
disturbances of its operations by virtue of force majeure, war, riot, or damage
caused by nature or due to other events for which the Adviser is not responsible
(e.g., strike, lock-out or losses caused by the imposition of foreign exchange
controls, expropriation of assets or other acts of domestic or foreign
authorities) except under the circumstances provided for in Section 5(a).

The presence of exculpatory language in this Agreement shall not in any
way limit or be deemed by anyone to limit the Trust, the Trustees of the Trust,
the Funds, the Adviser, or any other party appointed pursuant to this Agreement,
including without limitation any custodian with respect to causes of action and
remedies which may, notwithstanding such language, be available to the Trust,
the Trustees of the Trust, the Funds or any other party appointed pursuant to
this Agreement, either under common law or statutory law principles applicable
to fiduciary relationships or under the federal securities laws of the United
States.

SECTION 6. COMPENSATION

In consideration of the foregoing, the Trust shall pay the Adviser, with
respect to each of the Funds, a fee at an annual rate as listed in Appendix A
hereto. Such fees shall be accrued by the Trust based on the average daily net
assets of such Fund and shall be payable monthly in arrears on the first day of
each calendar month for services performed hereunder during the prior calendar
month. No fee shall be payable hereunder with respect to a Fund during any
period in which the Fund invests all (or substantially all) of its investment
assets in a registered, open-end management investment company, or separate
series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act.

SECTION 7. EFFECTIVENESS, DURATION, AND TERMINATION

(a) This Agreement shall become effective with respect to a Fund
immediately upon approval by a majority of the outstanding voting shares of that
Fund.

(b) This Agreement shall remain in effect with respect to a Fund for a
period of two years from the date of its effectiveness and shall continue in
effect for successive twelve-month periods (computed from each anniversary date
of the approval) with respect to the Fund; provided that such continuance is
specifically approved at least annually (i) by the Board or by the vote of a
majority of the outstanding voting shares of the Fund, and, in either case, (ii)
by a majority of the Trust's trustees who are not parties to this Agreement or
interested persons of any such party (other than as trustees of the Trust);
provided further, however, that if this Agreement or the continuation of this
Agreement is not approved as to a Fund, the Adviser may continue to render to
the Fund the services described herein in the manner and to the

-4-
<PAGE>

extent permitted by the 1940 Act and the rules and regulations thereunder.

(c) This Agreement may be terminated with respect to a Fund at any time,
without the payment of any penalty (i) by the Board or by a vote of a majority
of the outstanding voting shares of the Fund on 60 days' written notice to the
Adviser or (ii) by the Adviser on 60 days' written notice to the Trust. This
agreement shall terminate automatically upon assignment.

SECTION 8. ACTIVITIES OF THE ADVISER

Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the Adviser's right, or the
right of any of the Adviser's officers, directors or employees who may also be a
trustee, officer or employee of the Trust, or persons otherwise affiliated
persons of the Trust to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to any other
corporation, trust, firm, individual or association. It is specifically
understood that officers, directors and employees of the Adviser and its
affiliates may continue to engage in providing portfolio management services and
advice to other investment companies, whether or not registered, and to other
investment advisory clients. When other clients of the Adviser desire to
purchase or sell a security at the same time such security is purchased or sold
for the Funds, such purchases and sales will, to the extent feasible, be
allocated among the Funds and such clients in a manner believed by the Adviser
to be equitable to the Funds and such clients.

SECTION 9. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY

The Trustees of the Trust and the shareholders of the Funds shall not be
liable for any obligations of the Trust or of the Funds under this Agreement,
and the Adviser agrees that, in asserting any rights or claims under this
Agreement, it shall look only to the assets and property of the Trust or the
Funds to which the Adviser's rights or claims relate in settlement of such
rights or claims, and not to the Trustees of the Trust or the shareholders of
the Funds.

SECTION 10. NOTICE

-5-
<PAGE>

Any notice or other communication required to be given pursuant to this
Agreement shall be in writing or by telex and shall be effective upon receipt.
Notices and communications shall be given, if to the Trust, at:

Schroder Capital Funds (Delaware)
787 Seventh Avenue, 34th Floor
New York, NY 10019
Attention: Ms. Alexandra Poe

and if to the Adviser, at:

Schroder Investment Management North America Inc.
787 Seventh Avenue, 34th Floor
New York, New York 10019
Attention: Ms. Catherine A. Mazza

SECTION 11. MISCELLANEOUS

(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto and, if required by the 1940 Act, by a vote of a majority of the
outstanding voting shares of the Funds thereby affected. No amendment to this
Agreement or the termination of this Agreement with respect to a Fund shall
effect this Agreement as it pertains to any other Fund.

(b) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.

(c) This Agreement may be executed by the parties hereto on any number
of counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.

(d) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.

(e) This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Delaware.

(f) The Adviser confirms that each Fund is a "Non-private Customer" as
defined in the rules of IMRO.

-6-
<PAGE>

(g) The terms "vote of a majority of the outstanding voting shares,"
"interested person," "affiliated person" and "assignment" shall have the
meanings ascribed in the 1940 Act to the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment," respectively.

-7-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Investment Advisory Agreement to be duly executed all as of ________,
1999.

SCHRODER CAPITAL FUNDS (DELAWARE)
on behalf of the Funds listed in
Appendix A hereto

------------------------------------------
By:
Title:

SCHRODER INVESTMENT MANAGEMENT
NORTH AMERICA INC.

------------------------------------------
By:
Title:

-8-
<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)
INVESTMENT ADVISORY AGREEMENT

Appendix A

<TABLE>
<CAPTION>
Annual Fee as a % of
the Average Daily
Fund Net Assets of the Fund
- ---- ----------------------
<S> <C>
Schroder Greater China Fund 0.90%

Schroder Cash Reserves Fund 0.20% of the first $300 million of assets;
0.16% for next $400 million, and 0.12% of
remaining net assets
</TABLE>

-9-

<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)

AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT

AGREEMENT, made as of the 9th day of January, 1996, as amended and
restated this __ day of _____, 1999, between Schroder Capital Funds (Delaware),
a Delaware Business Trust (the "Trust") and Schroder Investment Management North
America Inc., a Delaware Corporation (the "Adviser").

WITNESSETH:
-----------

1. Prior to the initial effective date of this Agreement (January 9,
1996), the Trust will furnish the Adviser with copies properly certified or
authenticated of each of the following:

(a) Trust Instrument of the Trust.

(b) Resolutions of the Board of Trustees of the Trust selecting
the Adviser as investment adviser and approving the form of this Agreement. The
Trust will furnish the Adviser from time to time with copies, properly certified
or authenticated, of all amendments of or supplements to the foregoing, if any.

2. The Adviser will regularly provide the Trust with respect to its
class of Common Stock and related investment portfolio entitled Schroder U.S.
Diversified Growth Fund (the "Fund") with investment research, advice and
supervision and will furnish continuously an investment program for the Fund's
investments consistent with the Trust's investment objectives for the Fund as
set forth in its Registration Statement on Form N-1A, as it may from time to
time be in effect under the Securities Act of 1933, as amended (hereinafter
referred to as the "1933 Act"). The Adviser will recommend what securities shall
be bought or sold by the Fund, and what portion of the Fund's assets shall be
held uninvested, subject always to the provisions of the Trust's Trust
Instrument, Registration Statement on Form N-1A under the 1933 Act and of the
Investment Company Act of 1940, as amended (hereinafter referred to as the "1940
Act"), as each of the same shall be from time to time amended. The Adviser shall
advise and assist the officers of the Trust in taking such steps as necessary or
appropriate to carry out the decisions of its Board of Trustees and the
appropriate committees of such Board regarding the foregoing matters and general
conduct of the investment business of the Fund.

3. (a) The Adviser will pay directly all office rent of the Trust to
the extent there is any.

<PAGE>

(b) The Adviser will furnish or cause to be furnished without
expense to the Trust or the Fund, the services of such of the Adviser's officers
and employees and officers and employees of corporate affiliates of the Adviser,
as may be duly elected officers or trustees of the Trust, subject to their
individual consent to serve and to any limitations imposed by law.

(c) The Adviser will provide for the Fund investment advisory,
research and statistical facilities and all clerical services relating to
research, statistical and investment work.

(d) Except to the extent provided in subsections (a), (b) and
(c) above, the Adviser shall have no responsibility or obligation to pay any
costs or expenses of the Trust or the Fund, including without limiting the
generality of the foregoing, brokers' commissions; legal, auditing or accounting
expenses, taxes or governmental fees; cost of preparing share certificates or
any other expenses (including clerical expense) of issue (except that nothing
herein shall require the Trust or the Fund to bear any sales of promotional
expenses unless incurred pursuant to a plan or plans from time to time in effect
in the future duly adopted in accordance with Rule 12b-1 under the 1940 Act or a
successor provision), distribution, redemption or repurchase of shares of the
Trust; registration expenses under the 1933 Act or 1940 Act subsequent to the
initial registration thereunder (except that nothing herein shall require the
Trust to pay any registration expenses occasioned by the initial issuance of
classes or series of its capital stock not related or attributable to the Fund);
the cost of preparing and distributing reports and notices to stockholders; fees
or disbursements of the custodian of the Trust's assets, of the Trust's dividend
disbursing agent and of the Trust's transfer agent, including expenses incurred
in the performance of any obligations enumerated in the Trust Instrument of the
Trust insofar as they govern agreements with such custodian, dividend disbursing
agent or transfer agent. To the extent employees of the Adviser or its
affiliates devote their time to the affairs of the Trust, other than as officers
or trustees, the Trust will reimburse the Adviser the pro rata share of said
individual's salary or wages and expenses and the Adviser will keep specific
time and other records of the same.

4. (a) For all services to be rendered and payments made as provided
in paragraphs 2 and 3 hereof, the Trust will pay the Adviser a fee based on the
average daily net asset value of the Fund, as determined in accordance with the
Trust Instrument of the Trust, which shall be computed at the following rates:

(i) 3/4 of 1% of the portion of such average daily net
assets that shall not exceed $100 million.

(ii) 1/2 of 1% of the portion of such average daily net
assets that shall exceed $100 million.

(b) The amounts due the Adviser in payment of such fee shall be
accrued

-2-
<PAGE>

daily by the Trust on the basis of the number of days in each calendar month,
the net asset value of the Fund applicable to the close of each business day in
such month and, in the case of any day in such month which is not a business
day, the net asset value applicable to the close of the last preceding business
day; and the amount accrued with respect to each calendar month shall become due
and payable to the Adviser on the first business day of the next succeeding
calendar month. The Adviser hereby acknowledges that the Trust's obligation to
pay such fee is binding only on the assets and property belonging to the Fund.

5. If any occasion should arise in which the Adviser gives any advice
to its clients concerning the shares of the Trust, the Adviser will act solely
for such clients and not in any way on behalf of the Trust.

6. The Adviser shall not be liable for any error of judgment or for any
loss suffered by the Trust or the Fund in connection with the matters to which
this Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on the Adviser's part in the performance of its duties
or from reckless disregard by the Adviser of its obligations and duties under
this Agreement. Any person, even though also employed by the Adviser, who may be
or become an employee of and paid by the Trust shall not be deemed, when acting
within the scope of his employment by the Trust, to be the Adviser's employee or
agent. Any of the Adviser's officers or employees rendering services (other than
pursuant to paragraph 2 hereof) to the Trust as an officer or employee of the
Trust acting in any business of the Trust pursuant to the undertakings contained
in this Agreement, shall be deemed to render such service solely to the Trust
and in no respect to act under the Trust's control or direction although paid by
the Adviser.

7. This Agreement shall become effective on January 9, 1996, and shall
continue if effect indefinitely thereafter, but only so long as the continuance
after the second anniversary of the effective date of this Agreement first set
forth above shall be specifically approved at least annually by the vote of a
majority of Trustees of the Trust or by a vote of a majority of the outstanding
voting securities of the Fund and, in either case, by vote of a majority of
Trustees who are not parties to this Agreement or "interested persons" of the
Trust or the Adviser within the meaning of the 1940 Act, cast in person at a
meeting called for the purpose of voting on such approval. This Agreement may,
on 60 days' written notice, be terminated at any time without the payment of any
penalty, by the Board of Trustees of the Trust, by vote of a majority of the
outstanding voting securities of the Fund or by the Adviser. This Agreement
shall automatically terminate in the event of its assignment. In interpreting
the provisions of this paragraph 7, the definitions contained in the 1940 Act
(particularly the definitions of "interested persons," "assignment" and "voting
security"), and in any regulation of the Securities and Exchange Commission
thereunder, shall be applied.

8. The Adviser consents to the use by the Trust in its corporate name
and to designate the Fund of the name "Schroder," or any variant thereof, but
only on condition that (a) any change in such corporate name or designation
which continues to use the "Schroder"

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<PAGE>

name or variant is approved in writing by the Adviser and (b) so long as this
Agreement shall remain in force, the Trust shall fully perform, fulfill and
comply with all the provisions expressed herein to be performed, fulfilled or
complied with by it. No such name shall be used by the Trust at any time or in
any place for any purposes or under any conditions except as provided in this
paragraph 8. Upon any termination of this Agreement by either party or upon the
violation of any of its provisions by the Trust, the Trust will, at the request
of the Adviser made within 60 days after the Adviser has knowledge of such
termination or violation, change its corporate name and the designation of the
Fund so as to eliminate all reference to "Schroder" or any variant thereof and
will not thereafter transact any business in a corporate name or on behalf of
the Fund having a designation containing such name or variant, or otherwise use
such name or variant. Such covenants on the part of the Trust set forth in this
paragraph 8 shall be binding upon it, its Trustees, officers, stockholders,
creditors, affiliates and all other persons claiming under or through it.

9. Upon the initial effective date of this Agreement (January 9, 1996),
the Agreement dated as of March 1, 1988, as amended, between the Adviser and the
Trust shall be terminated and shall be of no further force or effect, except as
to the obligations to pay fees accrued to the close of business on the date of
termination.

10. There is no duplication of any fees payable to the Adviser under
this Agreement or the Agreement relating to the same subject matter between the
Trust and the Adviser which terminated as provided in paragraph 9, by reason of
the termination of said prior Agreement and the commencement of this Agreement.

11. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective until approved by
vote of (a) holders of a majority of the outstanding voting securities of the
Fund and (b) by vote of a majority of the Trustees of the Trust who are not
parties to this Agreement or "interested persons" of the Trust or the Adviser,
cast in person at a meeting called for the purpose of voting on such approval.

12. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

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<PAGE>

IN WITNESS WHEREOF, the parties to this Agreement have hereinafter
executed this Amended and Restated Investment Advisory Agreement as of ______,
1999.

SCHRODER INVESTMENT MANAGEMENT
NORTH AMERICA INC.

By:
---------------------------------------
Title:

SCHRODER CAPITAL FUNDS (DELAWARE)

By:
---------------------------------------
Title:

-5-

<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)

AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT

AGREEMENT, made as of the 9th day of January, 1996, as amended and
restated this ____ day of _____, 1999, between Schroder Capital Funds (Delaware)
(the "Trust") and Schroder Investment Management North America Inc. (the
"Adviser") as follows:

1. The Trust is an open-end management investment company which
currently has multiple separate investment portfolios, the following three of
which are subject to this agreement: Schroder U.S. Smaller Companies Fund,
Schroder Latin American Fund and Schroder International Fund (each a "Fund" and
collectively, the "Funds"). The Trust may offer one or more classes of shares of
beneficial interest of each Fund to investors. The Trust engages in the business
of investing and reinvesting the assets of each Fund in the manner and in
accordance with the investment objectives and restrictions specified in the
Funds' Prospectuses in effect from time to time relating to the Fund included in
the Trust's Registration Statement, as amended from time to time (the
"Registration Statement"), filed by the Trust under the Investment Company Act
of 1940 (the "1940 Act") and the Securities Act of 1933 (the "1933 Act"). Copies
of the documents referred to in the preceding sentence have been furnished to
the Adviser. Any amendments to those documents shall be furnished to the Adviser
promptly. Pursuant to an Administration Agreement between the Trust and Schroder
Fund Advisors Inc. (the "Administrator"), the Trust has employed the
Administrator to provide to the Trust management and other services.

2. The Trust hereby appoints the Adviser to provide the investment
advisory services specified in this agreement and the Adviser hereby accepts
such appointment.

3. (a) The Adviser shall, at its expense, (i) employ or associate
with itself such persons as it believes appropriate to assist it in performing
its obligations under this agreement and (ii) provide all services, equipment
and facilities necessary to perform its obligations under this agreement.

(b) The Trust shall be responsible for all of its expenses and
liabilities, including compensation of its trustees who are not affiliated
persons (as defined in the 1940 Act) with the Adviser, the Administrator or any
of their affiliates; taxes and governmental fees; interest charges; fees and
expenses of the Trust's independent accountants and legal counsel; trade
association membership dues; fees and expenses of any custodian (including
maintenance of books and accounts and calculation of the net asset value of
shares of the Funds), transfer agent, registrar and dividend disbursing agent of
the Trust; expenses of issuing, redeeming, registering and qualifying for sale
shares of common stock in the Trust; expenses of preparing and printing share
certificates, prospectuses and reports to shareholders,

<PAGE>

notices, proxy statements and reports to regulatory agencies; the cost of office
supplies, including stationery; travel expenses of all officers, trustees and
employees; insurance premiums; brokerage and other expenses of executing
portfolio transactions; expenses of shareholders' meetings; organizational
expenses; and extraordinary expenses.

4. (a) The Adviser shall provide to the Trust investment guidance and
policy direction in connection with the management of the portfolio of each
Fund, including oral and written research, analysis, advice, statistical and
economic data and information and judgments, of both a macroeconomic and
microeconomic character.

The Adviser will determine the securities to be purchased or sold by each
Fund and will place orders with broker-dealers pursuant to its determinations.
The Adviser will determine what portion of the Funds' portfolios shall be
invested in securities described by the policies of the Funds and what portion,
if any, should be invested otherwise or held uninvested.

The Trust will have the benefit of the investment analysis and research,
the review of current economic conditions and trends and the consideration of
long-range investment policy generally available to investment advisory
customers of the Adviser. In making investment decisions, hereunder, it is
understood that the Adviser will not use any inside information that may be in
its possession or in the possession of any of its affiliates, nor will the
Adviser seek to obtain any such information.

(b) The Adviser also shall provide to the Trust's officers
administrative assistance and office space, if required, in connection with the
operation of the Trust and the Funds. The administrative assistance shall
include (i) compliance with all reasonable requests of the Trust for
information, including information required in connection with the Trust's
filings with the Securities and Exchange Commission and state securities
commissions, and (ii) such other services as the Adviser shall from time to time
determine, upon consultation with the Administrator, to be necessary or useful
to the administration of the Trust and the Funds.

(c) As manager of the assets of the Funds, the Adviser shall
make investments for the account of the Funds in accordance with the Adviser's
best judgment and within the investment objectives and restrictions set forth in
the Prospectuses, the 1940 Act and the provisions of the Internal Revenue Code
relating to regulated investment companies, subject to policy decisions adopted
by the Trust's Board of Trustees. The Trust will promptly notify the Adviser in
writing of any changes in the Funds' investment objectives and restrictions.

(d) The Adviser shall furnish to the Trust's Board of Trustees
periodic reports on the investment performance of the Funds and on the
performance of its obligations under this contract and shall supply such
additional reports and information as the Trust's

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<PAGE>

officers or Board of Trustees shall reasonably request.

(e) On occasions when the Adviser deems the purchase or sale
of a security to be in the best interest of the Funds as well as other
customers, the Adviser, to the extent permitted by applicable law, may aggregate
the securities to be sold or purchased in order to obtain the best execution or
lower brokerage commissions, if any. The Adviser may also on occasion purchase
or sell a particular security for one or more customers in different amounts. On
either occasion, and to the extent permitted by applicable law and regulations,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transactions, will be made by the Adviser in the manner it
considers to be the most equitable and consistent with its fiduciary obligations
to the Funds and to such other customers.

(f) The Adviser may cause the Funds to pay a broker which
provides brokerage and research services to the Adviser a commission for
effecting a securities transaction in excess of the amount another broker might
have charged. Such higher commissions may not be paid unless the Adviser
determines in good faith that the amount paid is reasonable in relation to the
services received in terms of the particular transaction or the Adviser's
overall responsibilities to the Funds and any other of the Adviser's clients.

5. The Adviser shall give the Trust the benefit of the Adviser's best
judgment and efforts in rendering services under this agreement. As an
inducement to the Adviser's undertaking to render these services, the Trust
agrees that the Adviser shall not be liable under this agreement for any mistake
in judgment or in any other event whatsoever, PROVIDED that nothing in this
agreement shall be deemed to protect or purport to protect the Adviser against
any liability to the Trust or its shareholders to which the Adviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Adviser's duties under this agreement or by
reason of the Adviser's reckless disregard of its obligations and duties
hereunder.

6. In consideration of the services to be rendered by the Adviser under
this agreement, each Fund shall pay the Adviser a monthly fee on the first
business day of each month at the annual rate of 0.50% of the average daily net
asset value as determined on each business day (at the time set forth in the
Prospectus for determining net asset value per share) of the first $100 million
of the net assets of the Fund during the preceding month; 0.40% of the next $150
million of average daily net assets; and 0.35% of average daily net assets in
excess of $250 million. If the fees payable to the Adviser pursuant to this
paragraph 6 begin to accrue before the end of any month or if this contract
terminates before the end of any month, the fees for the period from that date
to the end of that month or from the beginning of that month to the date of
termination, as the case may be, shall be prorated according to the proportion
which the period bears to the full month in which the effectiveness or
termination occurs. For purposes of calculating the monthly fees, the value of
the net assets of each Fund shall be computed in the manner specified in its
Prospectus for the computation of net asset value. For purposes of this
agreement, a "business day" is any day the New York Stock Exchange is open for
trading. No fee shall be payable hereunder with respect to a Fund

-3-
<PAGE>

during any period in which the Fund invests all (or substantially all) of its
investment assets in a registered, open-end management investment company, or
separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940
Act.

7. If the aggregate expenses of every character incurred by, or
allocated to, a Fund in any fiscal year, other than interest, taxes, expenses
under the Plan, brokerage commissions and other portfolio transaction expenses,
other expenditures which are capitalized in accordance with generally accepted
accounting principles and any extraordinary expense (including, without
limitation, litigation and indemnification expense), but including the fees
payable under this agreement and the fees payable to the Administrator under the
Administration Agreement ("includable expenses"), shall exceed the expense
limitations applicable to the Fund imposed by state securities law or
regulations thereunder, as these limitations may be raised or lowered from time
to time, the Adviser shall pay the Fund an amount equal to 66 2/3% of that
excess, PROVIDED, however, that the Adviser shall not be required to pay any
amount in excess of fees received by the Adviser from the Trust under this
agreement. With respect to portions of a fiscal year in which this agreement
shall be in effect, the foregoing limitations shall be prorated according to the
proportion which that portion of the fiscal year bears to the full fiscal year.
At the end of each month of the Trust's fiscal year, the Administrator will
review the includable expenses accrued during that fiscal year to the end of the
period and shall estimate the contemplated includable expenses for the balance
of that fiscal year. If, as a result of that review and estimation, it appears
likely that the includable expenses will exceed the limitations referred to in
this paragraph 7 for a fiscal year with respect to the Fund, the monthly fees
relating to the Fund payable to the Adviser under this agreement for such month
shall be reduced, subject to a later reimbursement to reflect actual expenses,
by an amount equal to 66 2/3% of a pro rata portion (prorated on the basis of
the remaining months of the fiscal year, including the month just ended) of the
amount by which the includable expenses for the fiscal year (less an amount
equal to the aggregate of actual reductions made pursuant to this provision with
respect to prior months of the fiscal year) are expected to exceed the
limitations provided in this paragraph 7. For purposes of the foregoing, the
value of the net assets of the Fund shall be computed in the manner specified in
paragraph 6, and any payments required to be made by the Adviser shall be made
once a year promptly after the end of the Trust's fiscal year.

8. (a) This contract shall become effective on January 9, 1996 and
shall continue in effect until the second anniversary of the effective date of
this Agreement first set forth above and from year to year thereafter, with
respect to each Fund only so long as the continuance is specifically approved at
least annually (i) by the vote of a majority of the outstanding voting
securities of the Funds (as defined in the 1940 Act) or by the Trust's Board of
Trustees and (ii) by the vote, cast in person at a meeting called for the
purpose, of a majority of the Trust's Trustees who are not parties to this
agreement or "interested persons" (as defined in the 1940 Act) of any such
party.

(b) This agreement may be terminated with respect to a Fund at any
time,

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<PAGE>

without the payment of any penalty, by a vote of a majority of the outstanding
voting securities of the Fund (as defined in the 1940 Act) or by a vote of a
majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) or by a vote of a majority of the Trust's entire Board of Trustees on
60 days' written notice to the Adviser or by the Adviser on 60 days' written
notice to the Trust. This agreement shall terminate automatically in the event
of its assignment (as defined in the 1940 Act).

9. Except to the extent necessary to perform the Adviser's obligations
under this agreement, nothing herein shall be deemed to limit or restrict the
right of the Adviser, or any affiliate of the Adviser, or any employee of the
Adviser, to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
firm, individual or association.

10. The investment management services of the Adviser to the Trust under
this Agreement are not to be deemed exclusive as to the Adviser and the Adviser
will be free to render similar services to others.

11. The Adviser consents to the use by each Fund in its name of the name
"Schroder," or any variant thereof, but only on condition that (a) any change in
such name which continues to use the "Schroder" name or variant is approved in
writing by the Adviser and (b) so long as this Agreement shall comply with all
the provisions expressed herein to be performed, fulfilled or complied with by
it. No such name shall be used by a Fund at any time or in any place for any
purposes or under any conditions except as provided in this paragraph 11. Upon
any termination of this Agreement by either party or upon the violation of any
of its provisions by a Fund, the Fund will at the request of the Adviser made
within 60 days after the Adviser has knowledge of such termination or violation,
change its name so as to eliminate all reference to "Schroder" or any variant
thereof and will not thereafter transact any business in a name containing such
name or variant, or otherwise use such name or variant.

12. This Agreement shall be construed in accordance with the laws of the
State of New York, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act.

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<PAGE>

If the foregoing correctly sets forth the agreement between the Trust and
the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof.

SCHRODER CAPITAL FUNDS (DELAWARE)
on behalf of Schroder U.S. Smaller
Companies Fund, Schroder Latin American
Fund and Schroder International Fund

By:
---------------------------------------
Title:

SCHRODER INVESTMENT MANAGEMENT
NORTH AMERICA INC.

By:
-----------------------------------
Title:

-6-

<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)

AMENDED AND RESTATED
INVESTMENT SUBADVISORY AGREEMENT

AGREEMENT dated as of the 2nd day of June, 1999, as amended and restated
this __ day of _____, 1999, among Schroder Capital Funds (Delaware) (the
"Trust"), a business trust organized under the laws of the State of Delaware
with its principal place of business at 787 Seventh Avenue, 34th floor, New
York, NY 10019, Schroder Investment Management North America Inc. (the
"Adviser"), a corporation organized under the laws of the State of Delaware with
its principal place of business at 787 Seventh Avenue, 34th floor, New York, New
York 10019, and Schroder Investment Management International Ltd. (the
"Subadviser") with its principal office and place of business at 31 Gresham
Street, London, U.K. EC2V 7QA.

WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "Act"), as an open-end management investment company and is
authorized to issue its interests of beneficial interest, no par value, in
separate series and classes;

WHEREAS, the Subadviser provides investment advice and is registered with
the Securities and Exchange Commission (the "Commission") as an investment
adviser under the Investment Advisers Act of 1940, as amended (the "Advisers
Act"), and is registered with the United Kingdom Investment Management
Regulatory Organization ("IMRO");

WHEREAS, the Trust and the Adviser desire that the Subadviser perform
investment advisory services for Schroder International Smaller Companies Fund
(the "Fund") and the Subadviser is willing to provide those services on the
terms and conditions set forth in this Agreement; and

WHEREAS, the Subadviser is willing to render such investment advisory
services to the Fund;

NOW THEREFORE, in consideration for the promises and covenants contained
herein, the Trust, the Adviser and the Subadviser hereby agree as follows:

SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS

The Trust is engaged in business of investing and reinvesting its assets
in securities of the type and in accordance with the limitations specified in
its Trust Instrument and Registration Statement filed with the Commission under
the Act and the Securities Act of 1933 (the "Securities Act"), including any
representations made in the Part A (prospectus) and Part B (statement of
additional information) relating to the Fund contained therein and as may be
amended from time to time, all in such manner and to such extent as may from
time to time be

<PAGE>

authorized by the Trust's Board of Trustees (the "Board"). The Trust has
delivered to the Adviser copies of the documents listed in this Section 1 and
will from time to time furnish the Subadviser with any amendments thereof.

SECTION 2. INVESTMENT SUBADVISER; APPOINTMENT

Subject to the direction and control of the Board, the Adviser manages the
investment and reinvestment of the assets of the Fund and provides management
and certain services as specified in the Investment Advisory Agreement between
the Trust and the Adviser with respect to the Fund.

The Adviser hereby employs the Subadviser, subject to the direction and
control of the Adviser and the Board, to manage the investment and reinvestment
of the assets in the Fund and, without limiting the generality of the foregoing,
to provide other services as specified herein, all in such manner and to such
extent as may be directed from time to time by the Adviser. The Subadviser
accepts this employment and agrees to render its services for the compensation
set forth in Appendix A to this Agreement.

SECTION 3. DUTIES OF THE SUBADVISER

(a) The Subadviser is authorized to make decisions with respect to
purchases and sales of securities and other investment assets on behalf of the
Fund. To carry out such decisions, the Subadviser is hereby authorized, as agent
and attorney-in-fact for the Trust, for the account of, at the risk of and in
the name of the Trust, to place orders and issue instructions with respect to
those transactions of the Fund. In all purchases, sales and other transactions
in securities for the Fund, the Subadviser is authorized to exercise full
discretion and act for the Trust in the same manner and with the same force and
effect as the Trust might or could do with respect to such purchases, sales or
other transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.

(b) Upon request, the Subadviser will report to the Board at each
meeting thereof all changes in the Fund since the prior report, and will also
keep the Board informed of important developments affecting the Trust, the Fund
and the Subadviser, and on its own initiative, will furnish the Board from time
to time with such information as the Subadviser may believe appropriate for this
purpose, whether concerning the individual companies whose securities are
included in the Fund's holdings, the industries in which those companies engage,
or the economic, social or political conditions prevailing in each country in
which the Fund maintains investments. The Subadviser will also furnish the Board
with such statistical and analytical information with respect to securities in
the Fund as the Subadviser may believe appropriate or as the Board reasonably
may request. In making purchases and sales of securities for the Fund, the
Subadviser will bear in mind the policies set from time to time by the Board as
well as the limitations imposed by the Trust's Trust Instrument and Registration

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<PAGE>

Statement under the Act and the Securities Act, the limitations in the Act and
in the Internal Revenue Code of 1986, as amended, in respect of regulated
investment companies and the investment objectives, policies and restrictions of
the Fund.

(c) The Subadviser will from time to time employ or associate with such
persons as the Subadviser believes to be particularly fitted to assist in the
execution of the Subadviser's duties hereunder, the cost of performance of such
duties to be borne and paid by the Subadviser. No obligation may be incurred on
the Trust's behalf in any such respect.

(d) The Subadviser shall maintain records for the Fund relating to
portfolio transactions and the placing and allocation of brokerage orders as are
required to be maintained by the Trust under the Act. The Subadviser shall
prepare and maintain, or cause to be prepared and maintained, in such form, for
such periods and in such locations as may be required by applicable law, all
documents and records relating to the services provided by the Subadviser
pursuant to this Agreement required to be prepared and maintained by the Trust
pursuant to the rules and regulations of any national, state, or local
government entity with jurisdiction over the Trust, including the Commission and
the Internal Revenue Service. The books and records pertaining to the Trust
which are in possession of the Subadviser shall be the property of the Trust.
The Trust, or the Trust's authorized representatives, shall have access to such
books and records at all times during the Subadviser's normal business hours.
Upon the reasonable request of the Trust, copies of any such books and records
shall be provided promptly by the Subadviser to the Trust or the Trust's
authorized representatives.

SECTION 4. EXPENSES

Subject to any expenses reimbursement arrangements between the Adviser or
others and the Trust, the Trust shall be responsible and shall assume the
obligation for payment of all of the Trust's expenses. The Subadviser shall pay
for maintaining its staff and personnel necessary to perform its obligations
under this Agreement and shall, at its own expense maintain the office space,
facilities, equipment and personnel that are reasonably necessary to carry out
its obligations hereunder.

SECTION 5. STANDARD OF CARE

The Trust shall expect of the Subadviser, and the Subadviser will give the
Trust the benefit of, the Subadviser's best judgment and efforts in rendering
its services to the Trust, and as an inducement to the Subadviser's undertaking
these services the Subadviser shall not be liable hereunder for any mistake of
judgment or in any event whatsoever, except for lack of good faith, provided
that nothing herein shall be deemed to protect, or purport to protect, the
Subadviser against any liability to the Trust or to the Trust's interestholders
to which the Subadviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of the
Subadviser's duties hereunder, or by reason of the Subadviser's reckless
disregard of its obligations and duties hereunder. As used in this Section

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<PAGE>

5, the term "Subadviser" shall include any affiliated person of the Subadviser
performing services for the Fund contemplated hereby and directors, officers and
employees of the Subadviser as well as the Subadviser itself.

The Subadviser shall not be liable for any losses caused by disturbances
of its operations by virtue of force majeure, war, riot, or damage caused by
nature or due to other events for which the Subadviser is not responsible (e.g.,
strike, lock-out or losses caused by the imposition of foreign exchange
controls, expropriation of assets or other acts of domestic or foreign
authorities).

The presence of exculpatory language in this Agreement shall not be deemed
by the Trust, the Fund, the Adviser, the Subadviser, or any other party
appointed pursuant to this Agreement, including without limitation any
custodian, as in any way limiting causes of action and remedies which may,
notwithstanding such language, be available to the Fund either under common law
or statutory law principles applicable to fiduciary relationships or under the
federal securities laws of the United States.

SECTION 6. COMPENSATION

In consideration of the foregoing, the Adviser shall pay the Subadviser,
with respect to the Fund, a fee at an annual rate as listed in Appendix A
hereto. Such fees shall be accrued by the Adviser daily and shall be payable
monthly in arrears on the first day of each calendar month for services
performed hereunder during the prior calendar month.

SECTION 7. EFFECTIVENESS, DURATION, AND TERMINATION

(a) This Agreement shall become effective with respect to the Fund
immediately upon the later of approval of a majority of the Trust's trustees who
are not parties to this Agreement or interested persons of any such party (other
than as trustees of the Trust) and, if required by applicable law, by a vote of
a majority of the outstanding voting interests of the Fund.

(b) This Agreement shall remain in effect with respect to the Fund for a
period of one year from the date of its effectiveness and shall continue in
effect for successive twelve-month periods (computed from each anniversary date
of the approval) with respect to the Fund; provided that such continuance is
specifically approved at least annually (i) by the Board or by the vote of a
majority of the outstanding voting interests of the Fund, and, in either case,
(ii) by a majority of the Trust's trustees who are not parties to this Agreement
or interested persons of any such party (other than as trustees of the Trust);
provided further, however, that if this Agreement or the continuation of this
Agreement is not approved as to the Fund, the Subadviser may continue to render
to the Fund the services described herein in the manner and to the extent
permitted by the Act and the rules and regulations thereunder.

-4-
<PAGE>

(c) This Agreement may be terminated at any time, without the payment of
any penalty (i) by the Board or by a vote of a majority of the outstanding
voting interests of a Fund on 60 days' written notice to the Subadviser; (ii) by
the Adviser on 60 days' written notice to the Subadviser; or (iii) by the
Subadviser on 60 days' written notice to the Trust. This Agreement shall
terminate automatically upon assignment.

SECTION 8. ACTIVITIES OF THE SUBADVISER

Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the Subadviser's right, or
the right of any of the Subadviser's officers, directors or employees who may
also be a trustee, officer or employee of the Trust, or persons otherwise
affiliated persons of the Trust to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, trust, firm, individual or association. It is
specifically understood that officers, directors and employees of the Subadviser
and its affiliates may continue to engage in providing portfolio management
services and advice to other investment companies, whether or not registered,
and to other investment advisory clients. When other clients of the Subadviser
desire to purchase or sell a security at the same time such security is
purchased or sold for the Fund, such purchases and sales will, to the extent
feasible, be allocated among the Fund and such clients in a manner believed by
the Subadviser to be equitable to the Fund and such clients.

SECTION 9. LIMITATION OF INTERESTHOLDER AND TRUSTEE LIABILITY

The Trustees of the Trust and the interestholders of the Fund shall not be
liable for any obligations of the Trust or of the Fund under this Agreement, and
the Subadviser agrees that, in asserting any rights or claims under this
Agreement, it shall look only to the assets and property of the Trust or the
Fund to which the Subadviser's rights or claims relate in settlement of such
rights or claims, and not to the Trustees of the Trust or the interestholders of
the Fund.

SECTION 10. NOTICE

Schroder Capital Funds (Delaware)
787 Seventh Avenue, 34th Floor
New York, New York 10019
Attention: Ms. Alexandra Poe

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<PAGE>

if to the Adviser, at:
Schroder Investment Management North America Inc.
787 Seventh Avenue, 34th Floor
New York, New York 10019
Attention: Ms. Catherine A. Mazza

and if to the Subadviser, at:

Schroder Investment Management International Ltd.
31 Gresham Street
London, U.K. EC2V 7QA

SECTION 11. MISCELLANEOUS

(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by all
parties hereto and, if required by applicable law, by a vote of a majority of
the outstanding voting interests of the Fund.

(b) This Agreement shall be governed and shall be construed in
accordance with the laws of the State of Delaware.

(c) This Agreement may be executed by the parties hereto on any number
of counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.

(d) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.

(e) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.

(f) The terms "vote of a majority of the outstanding voting interests,"
"interested person," affiliated person" and "assignment" shall have the meanings
ascribed thereto in the Act.

(g) The Subadviser confirms that the Fund is a "Non-private customer" as
defined in the rules of the IMRO.

-6-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Investment Subadvisory Agreement to be duly executed all as of ______,
1999.

SCHRODER CAPITAL FUNDS (DELAWARE)
on behalf of Schroder International
Smaller Companies Fund

------------------------------------------
By:
Its:

SCHRODER INVESTMENT MANAGEMENT
NORTH AMERICA INC.

------------------------------------------
By:
Its:

SCHRODER INVESTMENT MANAGEMENT
INTERNATIONAL LTD

------------------------------------------
By:
Its:

-7-
<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT

Appendix A

<TABLE>
<CAPTION>
Annual Fee as a % of
the Average Daily
Fund Net Assets of the Fund
- ---- ----------------------
<S> <C>
Schroder International Smaller Companies Fund 0.25%
</TABLE>

-8-

<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)

AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT

AGREEMENT, dated and effective as of January 9, 1996, as amended and
restated this ___ day of _____, 1999, between Schroder Capital Funds (Delaware),
a Delaware business trust (herein referred to as the "Trust") and Schroder
Investment Management North America Inc., a Delaware corporation (herein
referred to as the "Investment Adviser").

WITNESSETH:
-----------

WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "Investment Company
Act") which currently has multiple separate investment portfolios, the following
one of which is subject to this agreement: Schroder Emerging Markets Fund
Institutional Portfolio (the "Fund");

WHEREAS, the Investment Adviser provides investment advice and is
registered with the Securities and Exchange Commission (the "SEC") as an
investment adviser under the Investment Advisers Act of 1940, as amended (the
"Advisers Act") and is registered with the United Kingdom Investment Management
Regulatory Organization ("IMRO");

WHEREAS, the Trust desires to retain the Investment Adviser to render
investment advisory services to or on behalf of the Fund in the manner and on
the terms hereinafter set forth; and

WHEREAS, the Investment Adviser is willing to render such investment
advisory services to the Fund;

NOW, THEREFORE, in consideration of the promises and covenants hereinafter
contained, the Trust and the Investment Adviser hereby agree as follows:

1. ENGAGEMENT OF THE INVESTMENT ADVISER. The Trust hereby employs the
Investment Adviser to act as the investment adviser to the Fund and to provide
the investment advisory services described below, subject to the supervision of
the Board of Trustees of the Trust, for the period and on the terms and
conditions set forth in this Agreement. The Investment Adviser hereby accepts
such employment and agrees during such period to render such services and to
assume the obligations herein set forth for the compensation provided for
herein. The Investment Adviser shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority hereunder to act for or represent the Fund in any
way or otherwise be deemed an agent of the Fund.

<PAGE>

2. INVESTMENT ADVISORY SERVICES.

Subject always to the Trust's Trust Instrument and its registration
statement filed on Form N-1A with the SEC, as amended or supplemented from time
to time, the Investment Adviser shall:

(a) Furnish the Trust with advice and recommendations consistent
with the investment objective, policies, and restrictions of the Fund, with
respect to the purchase, holding and disposition of portfolio assets, including
advice on the allocation of investments among the countries in which the Fund
may invest and among equity and debt securities;

(b) Furnish the Trust with advice and recommendations with respect
to foreign currency matters, having regard to foreign exchange controls, if any,
and forward foreign exchange contracts;

(c) Advise the Trust in connection with policy decisions to be
made by its Board of Trustees or any committee thereof with respect to its
investments and, as requested, furnish the Fund with research, economic and
statistical data in connection with its investments and investment policies;

(d) Submit such reports relating to the valuation of the Fund's
securities as the Trust's Board of Trustees or the Trust's administrator may
reasonably request;

(e) Place orders for the purchase, sale or exchange of portfolio
assets for the Fund's accounts with brokers or dealers selected by the
Investment Adviser; provided, however, that in connection with the placing of
such orders and the selection of such brokers or dealers the Investment Adviser
shall seek to obtain execution and pricing within the policy guidelines
established by the Trust's Board of Trustees;

(f) Provide information in the possession of the Investment
Adviser to the Trust's administrator as the Trust's administrator may request to
maintain and preserve the records required by the Investment Company Act;

(g) Obtain and evaluate such information relating to economics,
industries, businesses, securities markets and securities as the Investment
Adviser may deem necessary or useful in the discharge of its duties hereunder;
and

(h) From time to time, or at any time requested by the Trust's
Board of Trustees, make reports to the Trust concerning its performance of the
foregoing services and furnish advice and recommendations with respect to other
aspects of the business and affairs of the Fund.

<PAGE>

3. ALLOCATION OF CHARGES AND EXPENSES.

(a) The Investment Adviser shall pay for maintaining its staff and
personnel necessary to perform its obligations under this Agreement and shall,
at its own expense, maintain the office space, facilities, equipment and
personnel that are reasonably necessary to carry out its obligations hereunder.
In addition, the Investment Adviser shall pay the reasonable salaries, fees and
expenses of such of the Trust's officers and employees (including the Trust's
share of payroll taxes) and any fees and expenses of such of the Trust's
trustees as are trustees, officers or employees of the Investment Adviser,
provided, however, that the Trust, and not the Investment Adviser, shall bear
OUT-OF-POCKET travel expenses of trustee and officers of the Trust who are
trustees, officers or employees of the Investment Adviser to the extent that
such expenses relate to attendance at meetings of the Board of Trustees of the
Trust or any committees thereof.

(b) The Fund assumes and shall pay or cause to be paid fees to the
Investment Adviser and the Trust's administrator and all other expenses of the
Fund including, without limitation: (i) charges and expenses of any custodian,
subcustodian or depository appointed by the Trust for the safekeeping of its
cash, securities or property and fees and expenses of any transfer agent,
dividend paying agent and registrar for the Trust; (ii) charges and expenses of
accounting and auditing; (iii) expenses and fees associated with registering and
qualifying securities issued by the Fund for sale with the SEC and in various
states and foreign jurisdictions and expenses of preparing share certificates
and other expenses in connection with the issuance, offering or underwriting of
securities issued by the Fund, including stock exchange listing fees and freight
insurance and other charges in connection with the shipment of the Fund's
portfolio securities; (iv) expenses of stationary, preparing, printing and
distributing reports, notices and dividends and other documents to the Fund's
shareholders, including, without limitation, expenses of tender offers for and
repurchases of securities issued by the Fund, to the extent not borne by the
Trust's administrator; (v) interest on any indebtedness of the Fund; (vi)
governmental fees and taxes of the Fund, including any stock transfer tax
payable on a portfolio security of the Fund; (vii) brokerage commissions and
other expenses incurred in acquiring or disposing of the Fund's portfolio
securities; (viii) costs of trustees' and officers' insurance and fidelity
bonds; (ix) compensation and expenses of the trustees who are not interested
persons of the Investment Adviser, including out-of-pocket travel expenses; (x)
costs and expenses incidental to holding meetings of the Board of Trustees, or
any committees thereof, including out-of-pocket travel expenses of trustees and
officers of the Trust who are trustees, officers or employees of the Investment
Adviser to the extent that such expenses relate to attendance at such meetings
of the Board of Trustees, or any committee thereof; (xi) fees for legal,
auditing and consulting services and litigation expenses, including settlement
or arbitration costs; (xii) dues and expenses incurred in connection with
membership in investment company organizations and expenses relating to investor
and public relations; and (xiii) costs, expenses and fees incurred in connection
with obtaining, maintaining, refinancing or repaying indebtedness. It is
understood that the organizational, offering and marketing expenses, including
accounting, legal and printing expenses and registration fees incurred by the
Investment Adviser on behalf of the Fund in

<PAGE>

connection with the initial public offering of the Fund's securities will be
reimbursed to the Investment Adviser by the Fund within the limitations set
forth in the Prospectus.

4. COMPENSATION OF THE INVESTMENT ADVISER.

(a) For the services rendered, the equipment and facilities
furnished and expenses assumed by the Investment Adviser, the Fund shall pay in
arrears to the Investment Adviser at the end of each calendar month a fee
calculated by applying the annual percentage rate of 1.00% to the Fund's
month-end average of net assets ("net assets" being the value of the total
assets of the Fund, minus the sum of liabilities of the Fund), determined at the
end of each month by dividing the sum of the average net assets of the Fund at
the end of each week during the month by the number of weeks ended during the
calendar month. The assets for each weekly period are determined by averaging
the net assets of the Fund at the close of each business day for each business
day in the week that this Agreement is in effect. If this Agreement becomes
effective subsequent to the first day of a month or shall terminate before the
last day of a month, compensation for that part of the month this Agreement is
in effect shall be subject to a pro rata adjustment based on the number of days
elapsed in the current month as a percentage of the total number of days in such
month. During any period when the determination of net asset value is suspended
by the Board of Trustees of the Trust, the average net asset value of a share
for the last week prior to such suspension shall for this purpose be deemed to
be the average net asset value at the close of each succeeding week until it is
again determined. No fee shall be payable hereunder with respect to the Fund
during any period in which the Fund invests all (or substantially all) of its
investment assets in a registered, open-end management investment company, or
separate series thereof, in accordance with Section 12(d)(1)(E) under the
Investment Company Act.

(b) EXPENSE LIMITATIONS. In the event the operating expenses of
the Fund, including amounts payable to the Investment Adviser pursuant to
subsection (a) hereof, for any fiscal year ending on a date on which this
Agreement is in effect, exceed the expense limitations applicable to the Fund
imposed by applicable state securities laws or regulations thereunder, as such
limitations may be raised or lowered from time to time, the Investment Adviser
shall reduce its management fee by the extent of such excess and, if required
pursuant to any such laws or regulations, will reimburse the Fund in the amount
of such excess; provided, however, to the extent permitted by law, there shall
be excluded from such expenses the amount of any interest, taxes, brokerage
commissions and extraordinary expenses (including but not limited to legal
claims and liabilities and litigation costs, including settlement or arbitration
costs, and any indemnification related thereto) paid or payable by the Fund.
Whenever the expenses of the Fund exceed a pro rata portion of the applicable
annual expense limitations, the estimated amount of reimbursement under such
limitations shall be applicable as an offset against the monthly payment of the
management fee due to the Investment Adviser. Should two or more such expense
limitations be applicable as at the end of the last business day of the month,
that expense limitation which results in the largest reduction in the Investment
Adviser's fee shall be applicable.

<PAGE>

5. LIMITATION OF LIABILITY OF THE INVESTMENT ADVISER.

(a) The Investment Adviser shall not be liable for any error of
judgment or mistake of law or for any loss arising out of any investment or for
any act or omission in the execution and management of the Fund, except for
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard or its obligations and duties
hereunder. As used in this Article 5, the term "Investment Adviser" shall
include any affiliates of the Investment Adviser performing services for the
Fund contemplated hereby and trustees, officers and employees of the Investment
Adviser as well as that corporation itself.

(b) The Investment Adviser shall not be liable for any losses
caused by disturbances of its operations by virtue of force majeure, riot, or
damage caused by nature or due to other events for which it is not responsible
(E.G., strike, lock-out or losses caused by the imposition of foreign exchange
controls, expropriation of assets or other acts of domestic or foreign
authorities).

(c) The presence of exculpatory language in this Agreement shall
not be deemed by the Trust, the Investment Adviser or any other party appointed
pursuant to this Agreement, including without limitation any custodian, as in
any way limiting causes of action and remedies which may, notwithstanding such
language, be available to the Trust either under common law or statutory law
principles applicable to fiduciary relationships or under the federal securities
laws of the United States.

6. OTHER ACTIVITIES OF THE INVESTMENT ADVISER AND ITS AFFILIATES.

(a) Nothing herein contained shall prevent the Investment Adviser
or any of its affiliates from engaging in any other business or from acting as
investment adviser or investment manager for any other person or entity, whether
or not having investment policies or portfolios similar to that of the Fund; and
it is specifically understood that officers, trustees and employees of the
Investment Adviser and its affiliates may continue to engage in providing
portfolio management services and advice to other investment companies, whether
or not registered, and to other investment advisory clients. When other clients
of the Investment Adviser desire to purchase or sell a security at the same time
such security is purchased or sold for the Fund, such purchases and sales will,
to the extent feasible, be allocated among the Fund and such clients in a manner
believed by the Investment Adviser to be equitable to the Fund and such clients.

(b) The Investment Adviser reserves the right to grant the use of
the name "SCHRODER", or any derivative thereof, to any other investment company
or business enterprise. The Investment Adviser reserves the right to withdraw
from the Fund the use of the name "SCHRODER" and the use of its registered
service mark; at such time of withdrawal of the right to use the name
"SCHRODER," the Investment Adviser agrees that the question of

<PAGE>

continuing this Agreement may be submitted to a vote of the Fund's shareholders.
In the event of such withdrawal or the termination of this Agreement, for any
reason, the Trust will, on the written request of the Investment Adviser, take
such action as may be necessary to change its name and eliminate all reference
to the words "SCHRODER" in any form, and will no longer use such registered
service mark.

7. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall
remain in force until the second anniversary of the initial effective date of
this Agreement (January 9, 1996) and from year to year thereafter, but only so
long as such continuance is approved at least annually by (a) the vote of a
majority of the trustees of the Trust who are not parties to the Agreement or
interested persons of the Investment Adviser or interested persons of any such
party (other than as trustees of the Trust), cast in person at a meeting called
for the purpose of voting on such approval, and (b) the vote of either (i) the
Board of Trustees of the Trust or (ii) a majority of the outstanding voting
securities of the Fund. This Agreement may be terminated at any time, without
payment of any penalty, by the Trust either by the vote of Board of Trustees of
the Trust or by the vote of a majority of the outstanding voting securities of
the Fund on sixty (60) days' written notice to the Investment Adviser, and by
the Investment Adviser on sixty (60) days' written notice to the Trust. This
Agreement shall automatically terminate (i) in the event of its assignment by
either party, or (ii) upon termination of the Investment Advisory Agreement. In
interpreting the provisions of this Section 7, the definitions contained in
Section 2(e) of the Investment Company Act (particularly the definitions of
"assignment," "interested person" and "voting security") shall be applied.

8. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment, transfer, assignment, sale
hypothecation or pledge of this Agreement shall be effective until approved by
the vote of: (a) the Board of Trustees, including a majority of the trustees who
are not parties to the Agreement or interested persons of the Investment Adviser
or interested persons of any such party (other than as trustees of the Trust),
cast in person at a meeting called for the purpose of voting on such approval
and (b) a majority of the outstanding voting securities of the Fund.

9. NOTICE. Any notice or other communication required to be given
pursuant to this Agreement shall be in writing or by telex and shall be
effective upon receipt. Notices and communications shall be given: (a) to the
Trust at Schroder Capital Funds (Delaware), 787 Seventh Avenue, 34th Floor, New
York, New York 10019, Attention: Ms. Alexandra Poe, and (b) to the Investment
Adviser at 787 Seventh Avenue, 34th Floor, New York, New York 10019, Attention:
Ms. Catherine A. Mazza.

10. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of New York and the applicable provisions of the
Investment Company Act. To the extent the applicable laws of the State of New
York, or any of the provisions herein, conflict with

<PAGE>

the applicable provisions of the Investment Company Act, the latter shall
control.

11. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

The Investment Adviser confirms that the Trust is a "business customer" as
defined by IMRO.

The Trust confirms that it has been provided with independent legal advice
on this Agreement.

<PAGE>

IN WITNESS WHEREOF, the parties hereof have caused this Amended and
Restated Investment Advisory Agreement to be executed as of ________, 1999.

SCHRODER CAPITAL FUNDS (DELAWARE)

By:
---------------------------------------
Name:
Title

SCHRODER INVESTMENT MANAGEMENT
NORTH AMERICA INC.

By:
---------------------------------------
Name:
Title

<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)

AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT

AGREEMENT made the 5th day of March, 1997, as amended and restated this __
day of _____, 1999, between Schroder Capital Funds (Delaware) (the "Trust"), a
business trust organized under the laws of the State of Delaware with its
principal place of business at 787 Seventh Avenue, 34th Floor, New York, New
York 10019, and Schroder Investment Management North America Inc. (the
"Adviser"), a corporation organized under the laws of the State of Delaware with
its principal place of business at 787 Seventh Avenue, 34th Floor, New York, New
York 10019.

WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "Act"), as an open-end management investment company and is
authorized to issue interests (as defined in the Trust's Trust Instrument) in
separate series;

WHEREAS, the Trust desires that the Adviser perform investment advisory
services for Schroder Micro Cap Fund (the "Fund"), and the Adviser is willing to
provide those services on the terms and conditions set forth in this Agreement;
and

WHEREAS, the Adviser is willing to render such investment advisory
services to the Fund;

NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS

The Trust is engaged in the business of investing and reinvesting its
assets in securities of the type and in accordance with the limitations
specified in its Trust Instrument and Registration Statement filed with the
Commission under the Act, as may be supplemented from time to time, all in such
manner and to such extent as may from time to time be authorized by the Trust's
Board of Trustees (the "Board"). The Trust is currently authorized to issue
multiple series of interests and the Board is authorized to issue interests in
any number of additional series. The Trust has delivered to the Adviser copies
of the Trust's Trust Instrument and Registration Statement and will from time to
time furnish the Adviser with any amendments thereof.

<PAGE>

SECTION 2. INVESTMENT ADVISER; APPOINTMENT

The Trust hereby employs the Adviser, subject to the direction and control
of the Board, to manage the investment and reinvestment of the assets in the
Fund and, without limiting the generality of the foregoing, to provide other
services specified in Section 3 hereof.

SECTION 3. DUTIES OF THE ADVISER

(a) The Adviser shall make decisions with respect to all purchases and
sales of securities and other investment assets in the Fund. To carry out such
decisions, the Adviser is hereby authorized, as agent and attorney-in-fact for
the Trust, for the account of, at the risk of and in the name of the Trust, to
place orders and issue instructions with respect to those transactions of the
Fund. In all purchases, sales and other transactions in securities for the Fund,
the Adviser is authorized to exercise full discretion and act for the Trust in
the same manner and with the same force and effect as the Trust might or could
do with respect to such purchases, sales or other transactions, as well as with
respect to all other things necessary or incidental to the furtherance or
conduct of such purchases, sales or other transactions.

(b) The Adviser will report to the Board at each meeting thereof all
changes in the Fund since the prior report, and will keep the Board informed of
important developments affecting the Trust, the Fund and the Adviser, and on its
own initiative, will furnish the Board from time to time with such information
as the Adviser may believe appropriate for this purpose, whether concerning the
individual companies whose securities are included in the Fund's holdings, the
industries in which they engage, or the economic, social or political conditions
prevailing in each country in which the Fund maintains investments. The Adviser
will also furnish the Board with such statistical and analytical information
with respect to securities in the Fund as the Adviser may believe appropriate or
as the Board reasonably may request. In making purchases and sales of securities
for the Fund, the Adviser will bear in mind the policies set from time to time
by the Board as well as the limitations imposed by the Trust's Trust Instrument
and Registration Statement under the Act, the limitations in the Act and in the
Internal Revenue Code of 1986, as amended, in respect of regulated investment
companies and the investment objectives, policies and restrictions of the Fund.

(d) The Adviser shall maintain records for the Fund relating to
portfolio transactions and the placing and allocation of brokerage orders as are
required to be maintained by the Trust under the Act. The Adviser shall prepare
and maintain, or cause to be prepared and maintained, in such form, for such
periods and in such locations as may be

-2-
<PAGE>

required by applicable law, all documents and records relating to the services
provided by the Adviser pursuant to this Agreement required to be prepared and
maintained by the Trust pursuant to the rules and regulations of any national,
state, or local government entity with jurisdiction over the Trust, including
the Commission and the Internal Revenue Service. The books and records
pertaining to the Trust which are in possession of the Adviser shall be the
property of the Trust. The Trust, or the Trust's authorized representatives,
shall have access to such books and records at all times during the Adviser's
normal business hours. Upon the reasonable request of the Trust, copies of any
such books and records shall be provided promptly by the Adviser to the Trust or
the Trust's authorized representatives.

SECTION 4. EXPENSES

The Trust hereby confirms that the Trust shall be responsible and shall
assume the obligation for payment of all the Trust's expenses, including:
interest charges, taxes, brokerage fees and commissions; certain insurance
premiums; fees, interest charges and expenses of the Trust's custodian and
transfer agent; telecommunications expenses; auditing, legal and compliance
expenses; costs of the Trust's formation and maintaining its existence; costs of
preparing the Trust's registration statement, account application forms and
interestholder reports and delivering them to existing and prospective
interestholders; costs of maintaining books of original entry for portfolio and
fund accounting and other required books and accounts and of calculating the net
asset value of interests in the Trust; costs of reproduction, stationery and
supplies; compensation of the Trust's trustees, officers and employees and costs
of other personnel performing services for the Trust who are not officers of the
Adviser or of Schroder Fund Advisors Inc. or affiliated persons of either; costs
of Trust meetings; registration fees and related expenses for registration with
the Commission and the securities regulatory authorities of other jurisdictions
in which the Trust's interests are sold; state securities law registration fees
and related expenses; and fees and out-of-pocket expenses payable to Schroder
Fund Advisors Inc. under any placement agent, management or similar agreement.

SECTION 5. STANDARD OF CARE

(a) The Trust shall expect of the Adviser, and the Adviser will give the
Trust the benefit of, the Adviser's best judgment and efforts in rendering its
services to the Trust, and as an inducement to the Adviser's undertaking these
services the Adviser shall not be liable hereunder for any mistake of judgment
or in any event whatsoever, except for lack of good faith, provided that nothing
herein shall be deemed to protect, or purport to protect, the Adviser against
any liability to the Trust or the Trust's interestholders to which the Adviser
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Adviser's duties hereunder, or by reason of
the Adviser's reckless disregard of its obligations and duties hereunder. As
used in this Section 5, the term "Adviser" shall include any affiliated person
of the Adviser performing services for the Fund contemplated hereby and
directors, officers and employees of the Adviser as well as the

-3-
<PAGE>

Adviser itself.

The presence of exculpatory language in this Agreement shall not in any
way limit or be deemed by anyone to limit the Trust, the Trustees of the Trust,
the Fund, the Adviser, or any other party appointed pursuant to this Agreement,
including without limitation any custodian, as in any way limiting causes of
action and remedies which may, notwithstanding such language, be available to
the Trust, the Trustees of the Trust, the Fund or any other party appointed
pursuant to this Agreement, either under common law or statutory law principles
applicable to fiduciary relationships or under the federal securities laws of
the United States.

SECTION 6. COMPENSATION

In consideration of the foregoing, the Trust shall pay the Adviser, with
respect to the Fund, a fee at an annual rate as listed in Appendix A hereto.
Such fees shall be accrued by the Trust based on the average daily net assets of
the Fund and shall be payable monthly in arrears on the first day of each
calendar month for services performed hereunder during the prior calendar month.
No fee shall be payable hereunder with respect to the Fund during any period in
which the Fund invests all (or substantially all) of its investment assets in a
registered, open-end management investment company, or separate series thereof,
in accordance with Section 12(d)(1)(E) under the Act.

SECTION 7. EFFECTIVENESS, DURATION, AND TERMINATION

(a) This Agreement shall become effective with respect to the Fund
immediately upon approval by a majority of the outstanding voting interests of
the Fund.

(b) This Agreement shall remain in effect with respect to the Fund for a
period of two years from the date of its effectiveness and shall continue in
effect for successive twelve-month periods (computed from each anniversary date
of the approval) with respect to the Fund; provided that such continuance is
specifically approved at least annually (i) by the Board or by the vote of a
majority of the outstanding voting interests of the Fund, and, in either case,
(ii) by a majority of the Trust's trustees who are not parties to this Agreement
or interested persons of any such party (other than as trustees of the Trust);
provided further, however, that if this Agreement or the continuation of this
Agreement is not approved as to the Fund, the Adviser may continue to render to
the Fund the services described herein in the manner and to the extent permitted
by the Act and the rules and regulations thereunder.

-4-
<PAGE>

(c) This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, (i) by the Board or by a vote of a
majority of the outstanding voting interests of the Fund on 60 days' written
notice to the Adviser or (ii) by the Adviser on 60 days' written notice to the
Trust. This agreement shall terminate automatically upon assignment.

SECTION 8. ACTIVITIES OF THE ADVISER

Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the Adviser's right, or the
right of any of the Adviser's officers, directors or employees who may be a
trustee, officer or employee of the Trust, or persons otherwise affiliated
persons of the Trust to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to any other
corporation, trust, firm, individual or association. It is specifically
understood that officers, directors and employees of the Adviser and its
affiliates may continue to engage in providing portfolio management services and
advice to other investment companies, whether or not registered, and to other
investment advisory clients. When other clients of the Adviser desire to
purchase or sell a security at the same time such security is purchased or sold
for the Fund, such purchases and sales will, to the extent feasible, be
allocated among the Fund and such clients in a manner believed by the Adviser to
be equitable to the Fund and such clients.

SECTION 9. LIMITATION OF INTERESTHOLDER AND TRUSTEE LIABILITY

The Trustees of the Trust and the interestholders of the Fund shall not be
liable for any obligations of the Trust or of the Fund under this Agreement, and
the Adviser agrees that, in asserting any rights or claims under this Agreement,
it shall look only to the assets and property of the Trust or the Fund to which
the Adviser's rights or claims relate in settlement of such rights or claims,
and not to the Trustees of the Trust or the interestholders of the Fund.

SECTION 10. NOTICE

Schroder Capital Funds (Delaware)
787 Seventh Avenue, 34th Floor
New York, NY 10019
Attention: Ms. Alexandra Poe

-5-
<PAGE>

and if to the Adviser, at:

Schroder Investment Management North America Inc.
787 Seventh Avenue, 34th Floor
New York, New York 10019
Attention: Ms. Catherine A. Mazza

SECTION 11. MISCELLANEOUS

(b) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.

(c) This Agreement may be executed by the parties hereto on any number
of counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.

(d) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.

(e) This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Delaware.

(f) The Adviser confirms that the Fund is a "Non-private Customer" as
defined in the rules of IMRO.

(g) The terms "vote of a majority of the outstanding voting interests,"
"interested person," "affiliated person" and "assignment" shall have the
meanings ascribed thereto in the Act to the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment," respectively.

-6-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Investment Advisory Agreement to be duly executed all as of ________,
1999.

SCHRODER CAPITAL FUNDS (DELAWARE)
on behalf of Schroder Micro Cap Fund

-----------------------------------------
By:
Title:

SCHRODER INVESTMENT MANAGEMENT
NORTH AMERICA INC.

------------------------------------------
By:
Title:

-7-
<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)
INVESTMENT ADVISORY AGREEMENT

Appendix A

<TABLE>
<CAPTION>
Annual Fee as a % of
the Average Daily
Fund Net Assets of the Fund
- ---- ----------------------
<S> <C>
Schroder Micro Cap Fund 1.25%
</TABLE>

-8-
<PAGE>

<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)

AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT

AGREEMENT made the 26th day of November, 1996, as amended and restated
this __ day of _____, 1999, between Schroder Capital Funds (Delaware) (the
"Trust"), a business trust organized under the laws of the State of Delaware
with its principal place of business at 787 Seventh Avenue, 34th Floor, New
York, New York 10019, and Schroder Investment Management North America Inc. (the
"Adviser"), a corporation organized under the laws of the State of Delaware with
its principal place of business at 787 Seventh Avenue, 34th Floor, New York, New
York 10019.

WHEREAS, the Adviser is willing to render such investment advisory
services to the Funds;

NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS

The Trust is engaged in the business of investing and reinvesting its
assets in securities of the type and in accordance with the limitations
specified in its Trust Instrument and Registration Statement filed with the
Commission under the Act, as may be supplemented from time to time, all in such
manner and to such extent as may from time to time be authorized by the Trust's
Board of Trustees (the "Board"). The Trust is currently authorized to issue
multiple series of interests and the Board is authorized to issue interests in
any number of additional series. The Trust has delivered to the Adviser copies
of the Trust's Trust Instrument and Registration Statement and will from time to
time furnish the Adviser with any

<PAGE>

amendments thereof.

SECTION 2. INVESTMENT ADVISER; APPOINTMENT

SECTION 3. DUTIES OF THE ADVISER

(b) The Adviser will report to the Board at each meeting thereof all
changes in the Funds since the prior report, and will keep the Board informed of
important developments affecting the Trust, the Funds and the Adviser, and on
its own initiative, will furnish the Board from time to time with such
information as the Adviser may believe appropriate for this purpose, whether
concerning the individual companies whose securities are included in a Fund's
holdings, the industries in which they engage, or the economic, social or
political conditions prevailing in each country in which the Fund maintains
investments. The Adviser will also furnish the Board with such statistical and
analytical information with respect to securities in the Funds as the Adviser
may believe appropriate or as the Board reasonably may request. In making
purchases and sales of securities for a Fund, the Adviser will bear in mind the
policies set from time to time by the Board as well as the limitations imposed
by the Trust's Trust Instrument and Registration Statement under the Act, the
limitations in the Act and in the Internal Revenue Code of 1986, as amended, in
respect of regulated investment companies and the investment objectives,
policies and restrictions of the Funds.

(d) The Adviser shall maintain records for each Fund relating to portfolio
transactions and the placing and allocation of brokerage orders as are required
to be maintained by the Trust under the Act. The Adviser shall prepare and
maintain, or cause to be

-2-
<PAGE>

prepared and maintained, in such form, for such periods and in such locations as
may be required by applicable law, all documents and records relating to the
services provided by the Adviser pursuant to this Agreement required to be
prepared and maintained by the Trust pursuant to the rules and regulations of
any national, state, or local government entity with jurisdiction over the
Trust, including the Commission and the Internal Revenue Service. The books and
records pertaining to the Trust which are in possession of the Adviser shall be
the property of the Trust. The Trust, or the Trust's authorized representatives,
shall have access to such books and records at all times during the Adviser's
normal business hours. Upon the reasonable request of the Trust, copies of any
such books and records shall be provided promptly by the Adviser to the Trust or
the Trust's authorized representatives.

SECTION 4. EXPENSES

The Trust hereby confirms that the Trust shall be responsible and shall
assume the obligation for payment of all the Trust's expenses, including:
interest charges, taxes, brokerage fees and commissions; certain insurance
premiums; fees, interest charges and expenses of the Trust's custodian and
transfer agent; telecommunications expenses; auditing, legal and compliance
expenses; costs of the Trust's formation and maintaining its existence; costs of
preparing the Trust's registration statement, account application forms and
interestholder reports and delivering them to existing and prospective
interestholders; costs of maintaining books of original entry for portfolio and
fund accounting and other required books and accounts and of calculating the net
asset value of interests in the Trust; costs of reproduction, stationery and
supplies; compensation of the Trust's trustees, officers and employees and costs
of other personnel performing services for the Trust who are not officers of the
Adviser or of Schroder Fund Advisors Inc. or affiliated persons of either; costs
of Trust meetings; registration fees and related expenses for registration with
the Commission and the securities regulatory authorities of other jurisdictions
in which the Trust's interests are sold; state securities law registration fees
and related expenses; and fees and out-of-pocket expenses payable to Schroder
Fund Advisors Inc. under any placement agent, management or similar agreement.

SECTION 5. STANDARD OF CARE

(a) The Trust shall expect of the Adviser, and the Adviser will give the
Trust the benefit of, the Adviser's best judgment and efforts in rendering its
services to the Trust, and as an inducement to the Adviser's undertaking these
services the Adviser shall not be liable hereunder for any mistake of judgment
or in any event whatsoever, except for lack of good faith, provided that nothing
herein shall be deemed to protect, or purport to protect, the Adviser against
any liability to the Trust or the Trust's interestholders to which the Adviser
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Adviser's duties hereunder, or by reason of
the Adviser's reckless disregard of its obligations and duties hereunder. As
used in this Section 5, the term "Adviser" shall include any affiliated person
of the Adviser performing services for the Funds

-3-
<PAGE>

contemplated hereby and directors, officers and employees of the Adviser as well
as the Adviser itself.

The presence of exculpatory language in this Agreement shall not in any
way limit or be deemed by anyone to limit the Trust, the Trustees of the Trust,
the Funds, the Adviser, or any other party appointed pursuant to this Agreement,
including without limitation any custodian, as in any way limiting causes of
action and remedies which may, notwithstanding such language, be available to
the Trust, the Trustees of the Trust, the Funds or any other party appointed
pursuant to this Agreement, either under common law or statutory law principles
applicable to fiduciary relationships or under the federal securities laws of
the United States.

SECTION 6. COMPENSATION

SECTION 7. EFFECTIVENESS, DURATION, AND TERMINATION

(a) This Agreement shall become effective with respect to a Fund
immediately upon approval by a majority of the outstanding voting interests of
that Fund.

(b) This Agreement shall remain in effect with respect to a Fund for a
period of two years from the date of its effectiveness and shall continue in
effect for successive twelve-month periods (computed from each anniversary date
of the approval) with respect to the Fund; provided that such continuance is
specifically approved at least annually (i) by the Board or by the vote of a
majority of the outstanding voting interests of the Fund, and, in either case,
(ii) by a majority of the Trust's trustees who are not parties to this Agreement
or interested persons of any such party (other than as trustees of the Trust);
provided further, however, that if this Agreement or the continuation of this
Agreement is not approved as to a Fund, the Adviser may continue to render to
that Fund the services described herein in the manner and

-4-
<PAGE>

to the extent permitted by the Act and the rules and regulations thereunder.

(c) This Agreement may be terminated with respect to a Fund at any time,
without the payment of any penalty, (i) by the Board or by a vote of a majority
of the outstanding voting interests of a Fund on 60 days' written notice to the
Adviser or (ii) by the Adviser on 60 days' written notice to the Trust. This
agreement shall terminate automatically upon assignment.

SECTION 8. ACTIVITIES OF THE ADVISER

Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the Adviser's right, or the
right of any of the Adviser's officers, directors or employees who may be a
trustee, officer or employee of the Trust, or persons otherwise affiliated
persons of the Trust to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to any other
corporation, trust, firm, individual or association. It is specifically
understood that officers, directors and employees of the Adviser and its
affiliates may continue to engage in providing portfolio management services and
advice to other investment companies, whether or not registered, and to other
investment advisory clients. When other clients of the Adviser desire to
purchase or sell a security at the same time such security is purchased or sold
for the Funds, such purchases and sales will, to the extent feasible, be
allocated among the Funds and such clients in a manner believed by the Adviser
to be equitable to the Funds and such clients.

SECTION 9. LIMITATION OF INTERESTHOLDER AND TRUSTEE LIABILITY

The Trustees of the Trust and the interestholders of the Funds shall not
be liable for any obligations of the Trust or of the Funds under this Agreement,
and the Adviser agrees that, in asserting any rights or claims under this
Agreement, it shall look only to the assets and property of the Trust or the
Funds to which the Adviser's rights or claims relate in settlement of such
rights or claims, and not to the Trustees of the Trust or the interestholders of
the Funds.

SECTION 10. NOTICE

-5-
<PAGE>

Schroder Capital Funds (Delaware)
787 Seventh Avenue, 34th Floor
New York, NY 10019
Attention: Ms. Alexandra Poe

and if to the Adviser, at:

Schroder Investment Management North America Inc.
787 Seventh Avenue, 34th Floor
New York, New York 10019
Attention: Ms. Catherine A. Mazza

SECTION 11. MISCELLANEOUS

(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto and, if required by the Act, by a vote of a majority of the
outstanding voting interests of the Funds thereby affected. No amendment to this
Agreement or the termination of this Agreement with respect to a Fund shall
effect this Agreement as it pertains to any other Fund.

(c) This Agreement may be executed by the parties hereto on any number
of counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.

(d) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.

(e) This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Delaware.

(f) The Adviser confirms that each Fund is a "Non-private Customer" as
defined in the rules of IMRO.

-6-
<PAGE>

-7-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Investment Advisory Agreement to be duly executed all as of ________,
1999.

SCHRODER CAPITAL FUNDS (DELAWARE)
on behalf of the Funds listed in
Appendix A hereto

------------------------------------------
By:
Title:

SCHRODER INVESTMENT MANAGEMENT
NORTH AMERICA INC.

------------------------------------------
By:
Title:

-8-
<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)
INVESTMENT ADVISORY AGREEMENT

Appendix A

<TABLE>
<CAPTION>
Annual Fee as a % of
the Average Daily
Funds of the Trust Net Assets of the Fund
- ------------------ ----------------------
<S> <C>
Schroder Emerging Markets Fund 1.00%

Schroder Japan Fund 0.75%

Schroder Asia Fund 0.90%
</TABLE>

-9-

<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)

AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT

WITNESSETH:
-----------

1. Prior to the initial effective date of this Agreement (January 9,
1996), the Trust will furnish the Adviser with copies properly certified or
authenticated of each of the following:

(a) Trust Instrument of the Trust.

(b) Resolutions of the Board of Trustees of the Trust selecting
the Adviser as investment adviser and approving the form of this
Agreement. The Trust will furnish the Adviser from time to time with
copies, properly certified or authenticated, of all amendments of or
supplements to the foregoing, if any.

3. (a) The Adviser will pay directly all office rent of the Trust to
the extent there is any.

<PAGE>

(c) The Adviser will provide for the Fund investment advisory,
research and statistical facilities and all clerical services relating to
research, statistical and investment work.

(d) Except to the extent provided in subsections (a), (b) and (c)
above, the Adviser shall have no responsibility or obligation to pay any costs
or expenses of the Trust or the Fund, including without limiting the generality
of the foregoing, brokers' commissions; legal, auditing or accounting expenses,
taxes or governmental fees; cost of preparing share certificates or any other
expenses (including clerical expense) of issue (except that nothing herein shall
require the Trust or the Fund to bear any sales of promotional expenses unless
incurred pursuant to a plan or plans from time to time in effect in the future
duly adopted in accordance with Rule 12b-1 under the 1940 Act or a successor
provision), distribution, redemption or repurchase of shares of the Trust;
registration expenses under the 1933 Act or 1940 Act subsequent to the initial
registration thereunder (except that nothing herein shall require the Trust to
pay any registration expenses occasioned by the initial issuance of classes or
series of its capital stock not related or attributable to the Fund); the cost
of preparing and distributing reports and notices to stockholders; fees or
disbursements of the custodian of the Trust's assets, of the Trust's dividend
disbursing agent and of the Trust's transfer agent, including expenses incurred
in the performance of any obligations enumerated in the Trust Instrument of the
Trust insofar as they govern agreements with such custodian, dividend disbursing
agent or transfer agent. To the extent employees of the Adviser or its
affiliates devote their time to the affairs of the Trust, other than as officers
or trustees, the Trust will reimburse the Adviser the pro rata share of said
individual's salary or wages and expenses and the Adviser will keep specific
time and other records of the same.

(i) 3/4 of 1% of the portion of such average daily net
assets that shall not exceed $100 million.

(ii) 1/2 of 1% of the portion of such average daily net
assets that shall exceed $100 million.

(b) The amounts due the Adviser in payment of such fee shall be
accrued

-2-
<PAGE>

-3-
<PAGE>

12. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

-4-
<PAGE>

IN WITNESS WHEREOF, the parties to this Agreement have hereinafter
executed this Amended and Restated Investment Advisory Agreement as of ______,
1999.

SCHRODER INVESTMENT MANAGEMENT
NORTH AMERICA INC.

By:
---------------------------------------
Title:

SCHRODER CAPITAL FUNDS (DELAWARE)

By:
---------------------------------------
Title:

-5-

<PAGE>

SCHRODER CAPITAL FUNDS (DELAWARE)

DISTRIBUTION AGREEMENT

This Agreement is made as of the ___ day of September 1999 by and between
Schroder Capital Funds (Delaware), a Delaware business trust (the "Trust"), and
Schroder Fund Advisors Inc., a New York corporation (the "Distributor").

1. The Trust hereby appoints the Distributor as a distributor of shares
of beneficial interest ("Shares") of each of the current series of the Trust
(each, a "Fund"), and the Distributor hereby accepts such appointment. Upon the
approval of the Trust, this Agreement shall apply to any additional series of
the Trust as may be established from time to time, each of which shall become a
Fund hereunder.

2. The Distributor will have the right, as principal, to sell Shares of
each Fund to investment dealers against orders therefor at the public offering
price less any discount determined by the Distributor, which discount will not
exceed the amount of the sales charge, if any, referred to below. The
Distributor will have the right, as principal, to purchase Shares from the Trust
at their net asset value and to sell such Shares to the public against orders
therefor at the public offering price. Upon receipt of an order to purchase
Shares of a Fund from a bank or dealer with whom the Distributor has a sales
contract, the Distributor will promptly purchase Shares of such Fund from the
Trust to fill such order. Upon receipt of registration instructions in proper
form and payment for such Shares, the Distributor will transmit such
instructions to the Trust or its agent for registration of the Shares purchased.
The Distributor will also have the right, as agent for the Trust, to sell Shares
at the public offering price to such persons and upon such conditions as the
Trustees of the Trust may from time to time determine.

The public offering price shall be the net asset value of the Shares in
question then in effect, plus the applicable sales charge, if any, determined in
the manner set forth in the then current prospectus and statement of additional
information of the Trust or as permitted by the Investment Company Act of 1940,
as amended, and the rules and regulations promulgated thereunder (the "1940
Act"). The net asset value of Shares shall be determined in the manner provided
in the then current prospectus and statement of additional information of the
Trust and when determined shall be applicable to transactions as provided for in
such prospectus and statement of additional information.

On every sale of Shares, the Trust, on behalf of the Fund in question,
shall receive the applicable net asset value of the Shares.

3. The Trust reserves the right to issue Shares at any time directly to
its shareholders as a stock dividend or stock split and to sell Shares to its
shareholders or to other persons approved by the Distributor at not less than
net asset value.

<PAGE>

4. The Distributor will use its best efforts to place Shares sold by it
on an investment basis. The Distributor does not agree to sell any specific
number of Shares. Shares will be sold by the Distributor only against orders
therefor. The Distributor will not purchase Shares from anyone other than the
Trust and will not take "long" or "short" positions in Shares contrary to the
instructions of the Trust or any applicable law, rule, or regulation.

5. The Distributor will be an independent contractor and neither the
Distributor nor any of its officers or employees, as such, is or shall be an
employee of the Trust. The Distributor is responsible for its own conduct and
the employment, control, and conduct of its agents and employees and for injury
to such agents or employees or to others through its agents or employees. The
Distributor assumes full responsibility for its agents and employees under
applicable statutes and agrees to pay all employer taxes thereunder. The
Distributor will maintain at its own expense insurance against public liability
in such an amount as the Trustees of the Trust may from time to time reasonably
request.

6. The Trust reserves the right to reject any order for the purchase of
Shares, provided, however, that the Trust agrees that it will not arbitrarily or
without reasonable cause refuse acceptance or confirmation of such orders.

7. The Trust covenants and agrees that it will, at its own expense:

(a) use its best efforts to keep authorized, but unissued, sufficient
Shares to meet the reasonable requirements of the Distributor;

(b) supply the Distributor with the net asset value per Share of each
Fund computed as at the times and in the manner prescribed by the then
current prospectus and statement of additional information of the Trust
and in compliance with all pertinent requirements of the Trust Instrument
of the Trust and applicable law;

(c) prepare, file, and keep effective registration statements,
prospectuses and licenses covering as many Shares as may be necessary for
distribution and sale of Shares in such jurisdictions where Shares may
lawfully be sold and as reasonably requested by the Distributor; and

(d) maintain qualified personnel and adequate facilities for the
acceptance and confirmation of orders for the sale of Shares.

8. The Distributor will pay all expenses incident to the sale and
distribution of Shares issued or sold hereunder, including (i) expenses of
printing and distributing or disseminating any sales literature (including
prospectuses and annual reports), advertising, and selling aids in connection
with such offering of Shares for sale (except that such expenses shall not
include expenses incurred by the Trust in connection with the preparation,
printing, and distribution of any prospectus, report or other communication to
holders of Shares in their

-2-
<PAGE>

capacity as such) and (ii) expenses of advertising in connection with such
offering.

9. The Distributor covenants and agrees that it will comply, at its own
expense, with the applicable Federal and state laws and regulations regulating
the affairs of broker-dealers, and will conduct its affairs with the Trust and
with dealers, brokers, and investors in accordance with the Conduct Rules of The
National Association of Securities Dealers, Inc., as applicable.

10. (a) Except as provided in subsection (b) below, in the absence of
(i) any breach of its obligations under this Agreement (ii) willful misfeasance,
bad faith, or gross negligence on the part of the Distributor, or (iii) reckless
disregard by the Distributor of its obligations and duties hereunder, the
Distributor shall not be subject to any liability whatsoever to the Trust, or to
any shareholder of the Trust, for any error of judgment, mistake of law, or any
other act or omission in the course of, or connected with, rendering services
hereunder. The Trust agrees to indemnify and hold harmless the Distributor and
each person who controls the Distributor within the meaning of the Securities
Act of 1933, as amended (the "1933 Act"), against any and all losses, claims,
damages, or liabilities, joint or several, to which they or any of them may
become subject under the 1933 and 1940 Acts, the Securities Exchange Act of
1934, as amended, or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Trust's registration statement for the registration of Shares as originally
filed or in any amendment thereof, or in the Trust's current prospectus filed as
a part thereof, or in any amendment thereof or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and agrees to reimburse each such indemnified party for
any legal loss, claim, damage, liability, or action; provided, however, that the
Trust will not be liable in any such case to the extent that any such loss,
claim, damage, or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon information furnished to the Trust in writing by or on
behalf of the Distributor specifically for use in connection with the
preparation thereof.

(b) The Distributor agrees to indemnify and hold harmless the
Trust and each person who has been, is, or may hereafter be a Trustee of the
Trust against expenses incurred by any of them in connection with any claim or
in connection with any action, suit, or proceeding to which any of them may be a
party, which arises out of or is alleged to arise out of any alleged
misrepresentation or omission to state a material fact, or out of any alleged
misrepresentation or omission to state a material fact, on the part of the
Distributor or any agent or employee of the Distributor or any other person for
whose acts the Distributor is responsible or is alleged to be responsible unless
such misrepresentation or omissions was made in reliance upon written
information furnished by the Trust. The term "expenses" includes amounts paid in
satisfaction of judgments or in settlements which are made with the
Distributor's consent.

In addition, the Distributor agrees to indemnify and hold harmless the
Trust and each

-3-
<PAGE>

person who has been, is, or may hereafter be a Trustee of the Trust and each
person who controls the Trust or any Fund within the meaning of the 1933 Act,
against any and all losses, claims, damages, or liabilities, joint or several,
to which they or any of them may become subject under the 1933 and 1940 Acts,
the Securities Exchange Act of 1934, as amended, or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the Trust's registration statement for the registration of
Shares as originally filed or in any amendment thereof, or in the Trust's
current prospectus filed as a part thereof, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party for any legal loss, claim, damage, liability, or
action, BUT ONLY to the extent that any such loss, claim, damage, or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon
information furnished to the Trust in writing by or on behalf of the Distributor
specifically for use in connection with the preparation thereof.

(c) The foregoing rights of indemnification shall be in addition to any
other rights to which a person or entity may otherwise be entitled.

11. This Agreement shall become effective with respect to the Trust on
September __, 1999, and shall continue in effect for one year, and thereafter
only so long as its continuance is specifically approved at least annually by
(i) the Trust's Board of Trustees or by vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Trust and (ii) by vote of
a majority of the Trust's Trustees who are not parties to this Agreement or
interested persons (as defined in the 1940 Act) of any such party and have no
direct or indirect financial interest in the operation of this Agreement or any
plan to which this Agreement relates, cast in person at a meeting called for the
purpose of voting on such approval.

12. This Agreement shall terminate automatically in the event of its
assignment. This Agreement may be terminated at any time, without the payment of
any penalty, (i) by the Board of Trustees of the Trust, by vote of a majority of
the Trust's Trustees who are not parties to this Agreement or interested persons
(as defined in the 1940 Act) of any such party and have no direct or indirect
financial interest in the operation of this Agreement or any plan to which this
Agreement relates, or by vote of a majority of the outstanding voting securities
(as defined in the 1940 Act) of the Trust by thirty days' written notice
addressed to the Distributor at its principal place of business; and (ii) by the
Distributor by thirty days' written notice addressed to the Trust at its
principal place of business.

13. This Agreement shall be construed and its provisions interpreted in
accordance with the laws of the state of New York.

14. A copy of the Trust Instrument of the Trust is on file with the
Secretary of

-4-
<PAGE>

State of the State of Delaware, and notice is hereby given that this instrument
is executed on behalf of the Trustees of the Trust as Trustees and not
individually, and that the obligations of or arising out of this instrument are
not binding upon any of the Trustees, officers, or shareholders individually but
are binding only upon the assets and property of the Trust.

It is intended that this Agreement shall constitute a separate and
discrete contractual arrangement between the Distributor and the Trust on behalf
of each Fund separately and shall be construed in all respect so as to give
effect to this intention to the same extent as if the agreement between the
Distributor and the Trust on behalf of each such Fund were set out in a separate
writing. Without limiting the generality of the foregoing, no Fund shall be
liable or responsible for the acts, omissions, or liabilities of any other Fund,
or of the Trust on behalf or in respect of any other Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the ____ day of September 1999.

SCHRODER CAPITAL FUNDS (DELAWARE)

By:
---------------------------------------
Title:

SCHRODER FUND ADVISORS INC.

By:
---------------------------------------
Title:

-5-

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the following with respect to Post-Effective Amendment No.
75 to the Registration Statement on Form N-1A (File No. 2-34215) of Schroder
Capital Funds (Delaware) (consisting of Investor Shares of Schroder
International Fund, Schroder Emerging Markets Fund, Schroder International
Smaller Companies Fund, Schroder Greater China Fund, Schroder U.S. Diversified
Growth Fund, Schroder U.S. Smaller Companies Fund and Schroder Micro Cap Fund
and Advisor Shares of Schroder International Fund, Schroder Emerging Markets
Fund, Schroder International Smaller Companies Fund, Schroder Greater China
Fund, Schroder U.S. Diversified Growth Fund and Schroder U.S. Smaller Companies
Fund (collectively the "Funds")):

1. The reference to our firm under the heading "Financial Highlights" in the
Prospectus.

2. The incorporation by reference of our reports dated December 22, 1998 and
July 15, 1999, on our audits of the financial statements and financial
highlights of the Funds, which reports are included in the Fund's Annual
Reports for the years ended October 31, 1998 and May 31, 1999, which are
incorporated by reference in the Statement of Additional Information.

3. The reference to our firm under the heading "Independent Accountants" in the
Prospectus and Statement of Additional Information.

PricewaterhouseCoopers LLP

Boston, Massachusetts
September 30, 1999

<PAGE>

POWER OF ATTORNEY

We, the undersigned Trustees and officers of Schroder Capital Funds
(Delaware), Schroder Capital Funds, and Schroder Series Trust (the "Trusts"),
hereby constitute and appoint Catherine A. Mazza, Alexandra Poe, Carin F.
Muhlbaum, Nancy A. Curtin, and Timothy W. Diggins as our true and lawful
attorneys, with full power to each of them individually and with full power of
substitution, to sign for us, and in each of our names and in the capacities
indicated below, any and all amendments to the Registration Statements of the
Trusts on Form N-1A, including all post-effective amendments thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
said attorneys full power and authority to do and perform each and every act and
thing requisite or necessary to be done in the premises, as fully to all intents
and purposes as said attorney might or could do in person, hereby ratifying and
confirming all that said attorney lawfully could do or cause to be done by
virtue hereof. In executing this Power of Attorney, each of us hereby revokes
and rescinds all powers of attorney granted prior to the date hereof in each of
our capacities as a Trustee of officer of the Trusts.

Name Capacity Date
- ---- -------- -----

/s/ Nancy A. Curtin Trustee and Chairman June 2, 1999
- ---------------------------- -------------------
Nancy A. Curtin

/s/ David N. Dinkins Trustee June 2, 1999
- ---------------------------- -------------------
David N. Dinkins

/s/ John I. Howel Trustee June 2, 1999
- ---------------------------- -------------------
John I. Howel

/s/ Peter S. Knight Trustee June 2, 1999
- ---------------------------- -------------------
Peter S. Knight

/s/ Peter E. Guernsey Trustee June 2, 1999
- ---------------------------- -------------------
Peter E. Guernsey

/s/ Sharon L. Haugh Trustee June 2, 1999
- ---------------------------- -------------------
Sharon L. Haugh

/s/ William L. Means Trustee June 2, 1999
- ---------------------------- -------------------
William L. Means

/s/ Clarence F. Michalis Trustee June 2, 1999
- ---------------------------- -------------------
Clarence F. Michalis
<PAGE>

Name Capacity Date
- ---- -------- -----

/s/ Hermann C. Schwab Trustee June 2, 1999
- ---------------------------- -------------------
Herman C. Schwab

/s/ Alan Mandel Treasurer and Principal June 2, 1999
- ---------------------------- Financial and Accounting -------------------
Alan Mandel Officer