SCHRODER CAPITAL FUNDS /DELAWARE/, 497, 2000-12-07

SCHRODER CAPITAL FUNDS /DELAWARE/
497, 2000-12-07

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PROSPECTUS

MARCH 1, 2000
AS AMENDED DECEMBER 7, 2000

SCHRODER CAPITAL FUNDS (DELAWARE)
INVESTOR SHARES

This Prospectus describes six mutual funds offered by Schroder Capital Funds
(Delaware). Schroder Investment Management North America Inc. ("Schroder")
manages the Funds.

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 $2.2 billion or less.

SCHRODER U.S. LARGE CAP EQUITY 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 $2.2 billion or less.

SCHRODER MICRO CAP FUND seeks long-term capital appreciation. The Fund
invests in equity securities of issuers with market capitalizations of
$500 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.)

You can call the Trust at (800) 464-3108 to find out more about the 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.
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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 U.S. Large Cap Equity Fund.......... 8

Schroder U.S. Smaller Companies Fund......... 9

Schroder Micro Cap Fund...................... 10

FEES AND EXPENSES.............................. 12

OTHER INVESTMENT STRATEGIES AND RISKS.......... 14

MANAGEMENT OF THE FUNDS........................ 18

HOW THE FUNDS' SHARES ARE PRICED............... 20

HOW TO BUY SHARES.............................. 20

HOW TO SELL SHARES............................. 23

EXCHANGES...................................... 24

DIVIDENDS AND DISTRIBUTIONS.................... 24

TAXES.......................................... 24

FINANCIAL HIGHLIGHTS........................... 26

ACCOUNT APPLICATION............................ A-1
</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.

The summary for each Fund includes a bar chart that shows how the investment
returns of that Fund's Investor Shares have varied from year to year by setting
forth returns for each full calendar year since the Fund commenced operations.
The table following each 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 and comparing the Fund's
performance to a broad measure of market performance. PAST PERFORMANCE IS NOT
NECESSARILY AN INDICATION OF FUTURE PERFORMANCE. It is possible to lose money on
investments in the Funds.

SCHRODER INTERNATIONAL FUND

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

- PRINCIPAL INVESTMENT STRATEGIES. 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.

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. The Fund generally sells securities
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, currency exchange, and taxation.

- 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.

3
<PAGE>
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, currencies, and securities markets.

SCHRODER INTERNATIONAL FUND -- INVESTOR SHARES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CALENDAR YEAR END
<S> <C>
Annual Return
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%
1999 30.99%
</TABLE>

During the periods shown above, the highest quarterly return was 21.57% for the
quarter ended December 31, 1999, and the lowest was -19.79% for the quarter
ended September 30, 1990.

<TABLE>
AVERAGE ANNUAL TOTAL RETURNS ONE FIVE TEN
(FOR PERIODS ENDED DECEMBER 31, 1999) YEAR YEARS YEARS
<S> <C> <C> <C>
Schroder International Fund 30.99% 13.51% 9.32%
Morgan Stanley Capital International EAFE Index* 27.06% 12.96% 7.19%
</TABLE>

* The Morgan Stanley Capital International EAFE Index is a market weighted index
composed of companies representative of the market structure of certain
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 INVESTMENT STRATEGIES. 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.

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. Countries currently in the
Index (and therefore generally NOT considered to be "emerging market"
countries) include: Australia, Austria, Belgium, Canada, Denmark, Finland,
France, Germany, Hong Kong SAR, 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.
Schroder has determined, based on an analysis of current economic and
political factors pertaining to Hong Kong SAR, that Hong Kong SAR should be
considered as an emerging market country for purposes of the Fund's eligible
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
considers the risk of local political and/or economic instability associated
with particular countries and regions and the liquidity of local markets. The
Fund generally sells securities 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, including securities of emerging market
issuers.

- Invest up to 35% of its assets in debt securities, including lower
quality, high yielding debt securities (commonly known as "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>
- 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, although the Fund will normally invest in at least three
countries other than the United States. 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 will 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.
- 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.
- DEBT SECURITIES. The Fund may invest 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).
- 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 lower 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.

SCHRODER EMERGING MARKETS FUND -- INVESTOR SHARES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CALENDAR YEAR END
<S> <C>
Annual Return
1998 -16.53%
1999 79.87%
</TABLE>

During the periods shown above, the highest quarterly return was 29.54% for the
quarter ended June 30, 1999, and the lowest was -21.26% for the quarter ended
June 30, 1998.

<TABLE>
LIFE OF FUND
AVERAGE ANNUAL TOTAL RETURNS ONE (SINCE
(FOR PERIODS ENDED DECEMBER 31, 1999) YEAR 10/30/97)
<S> <C> <C>
Schroder Emerging Markets Fund 79.87% 20.87%
Morgan Stanley Capital International Emerging Markets Free
Index* 66.41% 13.11%
</TABLE>

* The Morgan Stanley Capital International Emerging Markets Free Index is an
unmanaged, market capitalization index of companies representative of the
market structure of 25 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. For periods prior to November 30, 1998, returns
represent the MSCI EMF Index (ex-Malaysia).

6
<PAGE>
SCHRODER INTERNATIONAL SMALLER COMPANIES FUND

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

- PRINCIPAL INVESTMENT STRATEGIES. The Fund normally invests at least 65% of its
total assets in equity securities of smaller companies (with market
capitalizations of $2.2 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.

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. The Fund generally sells securities 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 investment companies 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, although the Fund will normally invest in at least three
countries other than the United States. 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.

7
<PAGE>
SCHRODER INTERNATIONAL SMALLER COMPANIES FUND -- INVESTOR SHARES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CALENDAR YEAR END
<S> <C>
Annual Return
1997 -14.13%
1998 25.98%
1999 90.29%
</TABLE>

During the periods shown above, the highest quarterly return was 26.32% for the
quarter ended
December 31, 1999, and the lowest was -15.41% for the quarter ended September
30, 1998.

<TABLE>
LIFE OF FUND
AVERAGE ANNUAL TOTAL RETURNS ONE (SINCE
(FOR PERIODS ENDED DECEMBER 31, 1999) YEAR 11/4/96)
<S> <C> <C>
Schroder International Smaller Companies Fund 90.29% 25.35%
Salomon Smith Barney Extended Market Index (EPAC)* 22.97% 7.43%
</TABLE>

* The Salomon Smith Barney Extended Market Index (Europe Pacific Basin
Countries) (EMI EPAC) is an unmanaged index 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 U.S. LARGE CAP EQUITY FUND
(FORMERLY, SCHRODER U.S. DIVERSIFIED GROWTH FUND)

- INVESTMENT OBJECTIVE. To seek growth of capital.

- PRINCIPAL INVESTMENT STRATEGIES. 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 $5
billion (at the time of investment).

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 RISKS.

- 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 U.S. equities markets generally or particular
companies in the portfolio.

8
<PAGE>
SCHRODER U.S. LARGE CAP EQUITY FUND -- INVESTOR SHARES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CALENDAR YEAR END
<S> <C>
Annual Return
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%
1999 30.91%
</TABLE>

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>
AVERAGE ANNUAL TOTAL RETURNS ONE FIVE TEN
(FOR PERIODS ENDED DECEMBER 31, 1999) YEAR YEARS YEARS
<S> <C> <C> <C>
Schroder U.S. Large Cap Equity Fund 30.91% 25.08% 17.45%
Standard & Poor's 500 Index* 21.04% 28.55% 17.89%
</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 INVESTMENT STRATEGIES. The Fund normally 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 $2.2 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.

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 U.S. equities markets generally or particular companies
in the portfolio.

9
<PAGE>
SCHRODER U.S. SMALLER COMPANIES FUND -- INVESTOR SHARES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CALENDAR YEAR END
<S> <C>
Annual Return
1994 4.45%
1995 49.08%
1996 22.29%
1997 26.86%
1998 -9.23%
1999 13.10%
</TABLE>

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>
LIFE OF
FUND
AVERAGE ANNUAL TOTAL RETURNS ONE FIVE (SINCE
(FOR PERIODS ENDED DECEMBER 31, 1999) YEAR YEARS 8/6/93)
<S> <C> <C> <C>
Schroder U.S. Smaller Companies Fund 13.10% 18.88% 17.29%
Russell 2000 Index* 21.26% 16.69% 12.41%
</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 INVESTMENT STRATEGIES. The Fund normally invests at least 65% of its
total assets in equity securities of micro cap companies. A micro cap company
is a company with, at the time of initial investment, a market capitalization
of $500 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.

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.

10
<PAGE>
- Invest in closed-end investment companies that invest primarily in micro
cap securities.

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

- PRINCIPAL RISKS.

- SMALL COMPANIES. The Fund invests primarily in micro cap companies and
is therefore particulary sensitive to the risks associated with small
companies. Small companies 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 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 U.S. equities markets generally or particular companies
in the portfolio.

- INITIAL PUBLIC OFFERINGS (IPOS). 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 significantly or at all
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. During the periods covered in the bar
chart and table below, the Fund invested in a significant number of
IPOs.

SCHRODER MICRO CAP FUND -- INVESTOR SHARES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CALENDAR YEAR END
<S> <C>
Annual Return
1998 63.04%
1999 94.92%
</TABLE>

During the periods shown above, the highest quarterly return was 26.99% for the
quarter ended June 30, 1999, and the lowest was -2.85% for the quarter ended
September 30, 1998.

<TABLE>
LIFE OF FUND
AVERAGE ANNUAL TOTAL RETURNS ONE (SINCE
(FOR PERIODS ENDED DECEMBER 31, 1999) YEAR 10/15/97)
<S> <C> <C>
Schroder Micro Cap Fund 94.92% 74.40%
Russell 2000 Index* 21.26% 4.01%
</TABLE>

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

11
<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:
Schroder International Fund............................... 2.00%(1)
All other Funds........................................... None
Exchange Fee................................................ None
</TABLE>

(1) Shares of Schroder International Fund held for three months or less are
subject to a redemption fee of 2.00%. The fee applies only to shares of the
Fund purchased on or after November 1, 2000.

ANNUAL FUND OPERATING EXPENSES

(expenses that are deducted from Fund assets):

<TABLE>
<CAPTION>
SCHRODER SCHRODER
SCHRODER INTERNATIONAL U.S. LARGE SCHRODER
SCHRODER EMERGING SMALLER CAP U.S. SMALLER SCHRODER
INTERNATIONAL MARKETS COMPANIES EQUITY COMPANIES MICRO CAP
FUND FUND FUND FUND FUND FUND
------------- --------- ------------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Management Fees(1)........................ 0.69%(3) 1.25% 1.10% 0.75% 0.75% 1.50%
Distribution (12b-1) Fees................. None None None None None None
Other Expenses............................ 0.37 6.59 1.64 1.24 0.60 1.03
------- ------- ------- ------- ------- -------
Total Annual Fund Operating Expenses...... 1.06 7.84 2.74 1.99 1.35 2.53
Fee Waiver and/or Expense Limitation...... 0.07(2) 6.14(2) 1.24(2) 0.49(2) N/A 0.53(2)
------- ------- ------- ------- ------- -------
Net Expenses.............................. 0.99(2) 1.70(2) 1.50(2) 1.50(2) 1.35 2.00(2)
</TABLE>

(1) Management Fees include all fees payable to Schroder and its affiliates for
investment advisory and fund administration services.

(2) The Net Expenses shown above reflect the effect of contractually imposed
expense limitations and/or fee waivers, in effect through October 31, 2001,
on the Total Annual Fund Operating Expenses of the Funds.

(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%.

12
<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 on the previous page (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* $109 $ 339 $ 587 $1,299
Schroder Emerging Markets Fund* $804 $2,338 $3,781 $7,022
Schroder International Smaller Companies Fund* $281 $ 861 $1,467 $3,102
Schroder U.S. Large Cap Equity Fund* $204 $ 630 $1,082 $2,334
Schroder U.S. Smaller Companies Fund $138 $ 430 $ 744 $1,632
Schroder Micro Cap Fund* $259 $ 797 $1,361 $2,893
</TABLE>

* Assuming that each of these Fund's operating expenses remain the same as
Net Expenses set forth on the previous page, 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 -- $154, $477, $824, and
$1,801.

Schroder U.S. Large Cap Equity Fund -- $154, $477, $824, and $1,801.

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

13
<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 AND CURRENCIES. 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

14
<PAGE>
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, but is not required to, buy or sell foreign currencies and options
and futures contracts on foreign currencies for hedging purposes in
connection with its foreign investments.

Special tax considerations apply to foreign securities. In determining
whether to invest a Fund's assets 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 and/or gains 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 varying extents, all of the Funds may invest in debt
securities, which 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
varying extents, 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 Ratings Services
(or, if they are unrated, determined by Schroder 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. Shroder Emerging Markets
Fund, Schroder International Smaller Companies Fund, Schroder U.S.
Smaller Companies Fund, and Schroder Micro Cap Fund invest in companies
that are smaller and less well-known than larger, more widely held
companies. Micro, 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.

15
<PAGE>
OTHER INVESTMENT STRATEGIES AND TECHNIQUES

In addition to the principal investment strategies described in the Summary
Information section above, the Funds may at times, but are not required to, 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.

- 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.

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.

The Funds 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. Large Cap
Equity 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. Large Cap Equity 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

16
<PAGE>
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.

- INVESTMENT IN OTHER INVESTMENT COMPANIES. Each Fund (other than Schroder
U.S. Large Cap Equity 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.

- DERIVATIVE INSTRUMENTS. To the extent permitted by a Fund's investment
policies as set forth in this Prospectus or listed in the Statement of
Additional Information, instead of investing directly in the types of
portfolio securities described in the Summary Information section above,
a Fund may buy or sell a variety of "derivative" instruments 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 may pay
tax.

17
<PAGE>
- 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 fixed income 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

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.

Schroder (itself and its predecessors) has been an investment manager since
1962, and currently serves as investment adviser to the Funds, other mutual
funds, and a broad range of institutional investors. Schroder's ultimate parent,
Schroders plc, and its affiliates currently engage in the asset management
business, and as of June 30, 2000, had in the aggregate assets under management
of approximately $217 billion.

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. SIMIL has been
registered as a U.S. investment adviser since 1998 and provides investment
management services to U.S. and foreign clients.

- INVESTMENT ADVISORY FEES. For the fiscal year ended October 31, 1999,
SCHRODER U.S. LARGE CAP EQUITY FUND and SCHRODER MICRO CAP FUND paid
investment advisory fees to Schroder at the annual rate of 0.26% and
0.72%, respectively, of the Fund's average daily net assets.

Prior to June 1, 1999, each of the other Funds invested substantially
all of its investible assets in a separate portfolio (each a "Former
Related Portfolio") of Schroder Capital Funds. During this time, each of
these Funds paid investment advisory fees indirectly at the Former
Related Portfolio level, and did not pay investment advisory fees
directly to Schroder. Since June 1, 1999, each such Fund has paid
investment advisory fees directly to Schroder. For the fiscal year ended
October 31, 1999, these Funds paid investment advisory fees to Schroder
(both directly and indirectly through the Former Related Portfolio) at
the following annual rates (based on the average daily net assets of
each Fund taken separately): SCHRODER INTERNATIONAL FUND -- 0.38%;
SCHRODER U.S. SMALLER COMPANIES FUND -- 0.50%; and SCHRODER EMERGING
MARKETS FUND and SCHRODER INTERNATIONAL SMALLER COMPANIES FUND paid no
investment advisory fees during the period.

The rate of advisory fees indicated above as paid by each Fund, other
than Schroder U.S. Smaller Companies Fund, reflects expense limitations
and/or fee waivers described below.

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

- INVESTMENT ADVISORY FEE BREAKPOINTS. The following Funds have
breakpoints included in their contractual advisory fee schedules. The
contractual annual fee rate for each of Schroder U.S. Smaller Companies
Fund and Schroder International Fund is 0.50% of the Fund's average
daily net assets up to $100 million, 0.40% of the next $150 million of
such assets, and 0.35% of such assets in excess of $250 million; and for
Schroder U.S. Large Cap Equity Fund is 0.75% of the Fund's average daily
net assets up to $100 million, and 0.50% of such assets in excess of
$100 million.

- 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 31, 2001 to
the extent that each Fund's total operating expenses attributable to its
Investor Shares exceed the following annual rates (based on the average
daily 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 U.S. LARGE CAP
EQUITY FUND -- 1.50%; SCHRODER U.S. SMALLER COMPANIES FUND -- 1.49%; and
SCHRODER MICRO CAP FUND -- 2.00%. Schroder has contractually agreed that
the advisory fees paid to it by Schroder International Fund through
October 31, 2001 will be limited to 0.45% of the Fund's average daily
net assets. Schroder is contractually obligated through October 31, 2001
to waive 0.10% of the advisory fees payable by Schroder International
Smaller Companies Fund.

- 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 U.S. Large Cap Equity Fund, Schroder International Smaller
Companies Fund and Schroder Emerging Markets Fund are made by investment
committees for each asset class. Schroder's emerging markets investment
committee consists of investment professionals with specific geographic
or regional expertise; as well as members responsible for economic
analysis and asset allocation, investment strategy and global stock and
sector selection. Schroder's international small cap investment
committee consists of investment professionals with specific geographic
or regional expertise, as well as members responsible for asset
allocation and investment strategy. 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 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 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.
</TABLE>

19
<PAGE>

<TABLE>
<CAPTION>
FUND 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 translated into U.S. dollars based on
the mid-market price of such currencies against the U.S. dollar at the time when
last quoted. 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 dividends paid on each class of shares and differences in the
expenses of Investor Shares and Advisor Shares.

HOW TO BUY SHARES

Through Schroder Fund Advisors Inc., the distributor of the Trust's shares, the
Trust sells Investor 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 may purchase Investor Shares of each Fund by completing the Account
Application included with this Prospectus, and sending payment by check or wire
as described below. Additional Account Applications may be obtained from the
Trust's transfer agent, Boston Financial Data Services, Inc. (the "Transfer
Agent"), at the addresses listed below under "Purchases by Check", or by calling
the Trust at (800) 464-3108. The Trust or the Transfer Agent may request and
delay acceptance of your order pending receipt of additional documentation, such
as copies of corporate resolutions and instruments of authority, from
corporations, administrators, executors, personal representatives, directors, or
custodians.

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.

20
<PAGE>
INVESTMENT MINIMUMS

The minimum investments for initial and additional purchases of Investor Shares
of each Fund are as follows:

<TABLE>
<CAPTION>
INITIAL ADDITIONAL
INVESTMENT INVESTMENTS
---------- -----------
<S> <C> <C>
Regular Accounts $10,000 $1,000
Traditional IRAs $ 2,000 $ 250
</TABLE>

The Trust may, in its sole discretion, accept smaller initial or subsequent
investments. None of the Funds issues share certificates.

You also may meet the minimum initial investment requirement based on 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 Trust reserves the right to redeem your
shares in a Fund if you do not invest at least the minimum initial investment
amount applicable to your account by the end of the Statement of Intention
period (taking into account amounts you redeem during the period).

The Trust is authorized to reject any purchase order and to suspend the offering
of its shares for any period of time. The Trust may also change any investment
minimum from time to time.

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. You should direct your check and your completed
Account Application as follows:

<TABLE>
<S> <C>
REGULAR MAIL OVERNIGHT OR EXPRESS MAIL
------------------------------------------------------------ ------------------------------------
Schroder Mutual Funds Boston Financial Data Services, Inc.
P.O. Box 8507 Attn: Schroder Mutual Funds
Boston, MA 02266 66 Brooks Drive
Braintree, MA 02184
</TABLE>

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

21
<PAGE>
wire funds to the Trust. In order to purchase shares by telephone, you must
complete the appropriate section of the Account Application. 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
Attn: Schroder Mutual Funds
DDA No.: 9904-650-0
FBO: Account Registration
A/C: Mutual Fund Account Number
Name of Fund

The wire order must specify the name of the Fund, the share 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.

If six months have passed since correspondence to the shareholder's address of
record is returned then, unless the Transfer Agent determines the shareholder's
new address, dividends and other distributions that have been returned to the
Transfer Agent will be reinvested in the applicable Fund(s), and the checks will
be canceled.

AUTOMATIC PURCHASES

You can make regular investments of $100 or more per month or quarter in
Investor Shares of a Fund through automatic deductions from your bank account.
Please complete the appropriate section of the Account Application if you would
like to utilize this option. For more information, please call (800) 464-3108.

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. Investors interested in purchases through
exchange should telephone the Trust at (800) 464-3108.

Because excessive trading can hurt Fund performance, operations and
shareholders, each Fund reserves the right to reject or restrict the amount of
any investment, or to revise or terminate the exchange privilege, limit the
amount or number of exchanges, or reject any exchange described under
"Exchanges" below, if the Fund or Schroder believes that the investor in
question is engaged in "market timing" activities or similar activities that may
be harmful to the Fund or its shareholders.

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
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 intermediaries who have sold or are expected to sell
significant amounts of shares of the Trust. If you purchase or sell shares
through an intermediary, the intermediary may charge a separate fee for its
services. Consult your intermediary for information.

22
<PAGE>
HOW TO SELL SHARES

You may sell your Investor Shares back to a Fund on any day the New York Stock
Exchange is open 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. Unless otherwise agreed to by the Trust,
the telephone redemption privilege may only be exercised to redeem shares worth
$1,000 or more and not more than $25,000. 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, or those acting through powers of
attorney or similar delegation.

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 ("SEC") 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.

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.

REDEMPTION FEE -- SCHRODER INTERNATIONAL FUND

Effective November 1, 2000, Schroder International Fund will impose a 2.00%
redemption fee on shares redeemed (including in connection with an exchange)
three months or less from their date of purchase. The fee is not a sales charge
(load); it will be paid directly to the Fund. The redemption fee will apply only
to Fund shares purchased on or after November 1, 2000. To the extent that the
redemption fee applies, the price you will receive when you redeem your shares
is the net asset value next determined after receipt of

23
<PAGE>
your redemption request in good order, minus the redemption fee. The redemption
fee is applied only against the portion of your redemption proceeds that
represents the lower of (i) the initial cost of the shares redeemed and (ii) the
net asset value of the shares at the time of redemption, so that you will not
pay a fee on amounts attributable to capital appreciation of your shares. The
redemption fee is not assessed on shares acquired through the reinvestment of
dividends or distributions paid by the Fund.

For purposes of computing the redemption fee, redemptions by a shareholder to
which the fee applies will be deemed to have been made in the following order:
(i) from shares acquired prior to November 1, 2000; (ii) from shares purchased
through the reinvestment of dividends and distributions paid by the Fund; and
(iii) from all other shares, on a first-purchased, first-redeemed basis. Only
shares described in clause (iii) above that are redeemed three months or less
from their date of purchase will be subject to the redemption fee.

EXCHANGES

You can exchange your Investor Shares of the Fund for Investor Shares of most
other funds 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 tax. For a listing of the
Schroder funds available for exchange and to exchange shares, please call the
Trust at (800) 464-3108. In order to exchange shares by telephone, you must
complete the appropriate section of the Account Application. The Trust reserves
the right to change or suspend the exchange privilege at any time. Shareholders
would be notified of any such change or suspension. The Trust may also limit the
amount or number of exchanges or reject any exchange if the applicable Fund or
Schroder believes that the investor in question is engaged in "market timing
activities", or similar activities that may be harmful to the Fund or its
shareholders.

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 gain 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

24
<PAGE>
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. 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.

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 tax at either short-term or long-term capital gain rates 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.

25
<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, whichever is shorter. Certain information reflects
financial results for a single Fund share. The total returns represent the total
return for 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. The audited
financial statements for the Funds and the related independent accountants'
reports are contained in the Trust's Annual Report and are incorporated by
reference into the Statement of Additional Information. Copies of the Annual
Report may be obtained without charge by writing the Trust at P.O. Box 8507,
Boston, Massachusetts 02266 (regular mail) or at 66 Brooks Drive, Braintree,
Massachusetts 02184 (overnight or express mail), or by calling (800) 464-3108.

SCHRODER INTERNATIONAL FUND

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

<TABLE>
<CAPTION>
FOR THE YEAR ENDED OCTOBER 31,
-------------------------------------------------------------------
1999 1998 1997 1996(A) 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $17.10 $18.37 $20.01 $20.91 $23.17
------ ------ ------ ------ ------
Investment Operations:(b)
Net Investment Income 0.07 0.23 0.14 0.15 0.46
Net Realized and Unrealized Gain (Loss)
on Investments and Foreign Currency Transactions 3.20 0.34 1.31 1.74 (0.18)
------ ------ ------ ------ ------
Total from Investment Operations 3.27 0.57 1.45 1.89 0.28
------ ------ ------ ------ ------
Distributions from:
Net Investment Income (0.18) (0.29) (0.46) (0.47) --
Net Realized Gain on Investments and Foreign Currency
Transactions (3.17) (1.55) (2.63) (2.32) (2.54)
------ ------ ------ ------ ------
Total Distributions (3.35) (1.84) (3.09) (2.79) (2.54)
------ ------ ------ ------ ------
Net Asset Value, End of Period $17.02 $17.10 $18.37 $20.01 $20.91
====== ====== ====== ====== ======
Total Return(c) 21.82% 3.82% 8.33% 10.05% 2.08%
Ratios and Supplementary Data:
Net Assets at End of Period (in thousands) $157,620 $129,955 $191,219 $202,735 $212,330
Ratios to Average Net Assets:(b)
Expenses including reimbursement/waiver of fees 0.99% 0.99% 0.99% 0.99% 0.91%
Expenses excluding reimbursement/waiver of fees 1.06% 1.08% 1.06% 1.04% N/A
Net investment income including reimbursement/waiver of
fees 0.60% 1.14% 0.67% 0.86% 0.99%
Portfolio Turnover Rate(d) 85% 53% 36% 56% 61%
</TABLE>

(a) On November 1, 1995, the Fund converted to a master-feeder structure. See
Note 1 to the Trust's financial statements.

(b) From the period November 1, 1995 to May 31, 1999, the Fund recognized its
proportionate share of income, expenses and gains/ losses of the underlying
portfolio, Schroder International Equity Portfolio. Commencing June 1, 1999,
the income, expenses and gains/losses were directly accrued to the Fund.

(c) Total returns would have been lower had certain Fund expenses not been
waived or reimbursed during the periods shown (See Note 3 to the Trust's
financial statements).

(d) The portfolio turnover rates for the years after October 31, 1995 through
October 31, 1998 represent the turnover of the underlying Portfolio,
Schroder International Equity Fund. For the year ending October 31, 1999,
the rate represents the period from November 1, 1998 through May 31, 1999
during which time the Fund invested in the Portfolio and from June 1, 1999
through October 31, 1999 during which time the Fund held direct investments
in a portfolio of securities.

26
<PAGE>
SCHRODER EMERGING MARKETS FUND

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

<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE PERIOD
ENDED FOR THE YEAR ENDED
OCTOBER 31, ENDED MAY 31,
1999(A) MAY 31, 1999 1998(F)
-------------- ------------ --------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period $10.62 $ 9.04 $10.00
------ ------ ------
Investment Operations:(b)
Net Investment Income (Loss) (0.03) 0.03 0.02
Net Realized and Unrealized Gain (Loss) on
Investments and Foreign Currency Transactions 1.59 1.58 (0.98)
------ ------ ------
Total from Investment Operations 1.56 1.61 (0.96)
------ ------ ------
Distributions from:
Net Investment Income -- (0.03) --
Net Asset Value, End of Period $12.18 $10.62 $ 9.04
====== ====== ======
Total Return(c) 14.69% 17.88% (9.60)%
Ratios and Supplementary Data
Net Assets at End of Period (in thousands) $3,162 $2,218 $18
Ratios to Average Net Assets:(b)
Expenses including reimbursement/waiver of fees 1.70%(d) 1.65% 1.70%(d)
Expenses excluding reimbursement/waiver of fees 7.84%(d) 10.74% --(e)
Net investment income (loss) including
reimbursement/waiver of fees (0.59)%(d) 0.51% 1.72%(d)
Portfolio Turnover Rate(g) 160% 177% 23%
</TABLE>

(a) Effective October 31, 1999, the Fund changed its fiscal year end from May 31
to October 31. See also Note 1 to the Trust's financial statements.

(b) Prior to September 17, 1999, the Fund recognized its proportionate share of
income, expenses and gains/losses of the underlying Portfolio, Schroder EM
Core Portfolio. Commencing September 20, 1999, the income, expenses and
gains/losses were directly accrued to the Fund.

(c) Total returns would have been lower had certain Fund expenses not been
waived or reimbursed during the periods shown. (See Note 3 to the Trust's
financial statements). Total return calculations for a period of less than
one year are not annualized.

(d) Annualized.

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

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

(g) The portfolio turnover rates for the period ending May 31, 1998 and the year
ended May 31, 1999 represent the turnover of the underlying Portfolio,
Schroder EM Core Portfolio. For the period ended October 31, 1999, the rate
represents the period from June 1, 1999 through September 17, 1999 during
which time the Fund invested in the Portfolio and from September 20, 1999
through October 31, 1999 during which time the Fund held direct investments
in a portfolio of securities.

27
<PAGE>
SCHRODER INTERNATIONAL SMALLER COMPANIES FUND

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

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
OCTOBER 31, FOR THE
--------------------- PERIOD ENDED
1999 1998 OCTOBER 31, 1997(A)
--------- --------- -------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period $ 9.35 $ 9.22 $10.00
------ ------ ------
Investment Operations:(b)
Net Investment Income 0.06 0.05 0.02
Net Realized and Unrealized Gain (Loss) on
Investments and Foreign Currency Transactions 5.62 0.60 (0.79)
------ ------ ------
Total from Investment Operations 5.68 0.65 (0.77)
------ ------ ------
Distributions from:
Net Investment Income (0.04) (0.01) (0.01)
Net Realized Gain on Investments and Foreign
Currency Transactions (0.70) (0.51) --
------ ------ ------
Total Distributions (0.74) (0.52) (0.01)
------ ------ ------
Net Asset Value, End of Period $14.29 $ 9.35 $ 9.22
====== ====== ======
Total Return(c) 65.27% 7.88% (7.73)%
Ratios and Supplementary Data
Net Assets at End of Period (in thousands) $9,836 $4,165 $6,836
Ratios to Average Net Assets:(b)
Expenses including reimbursement/waiver of fees 1.50% 1.50% 1.50%(d)
Expenses excluding reimbursement/waiver of fees 2.74% 5.26% 3.93%(d)
Net investment income including reimbursement/waiver
of fees 0.53% 0.33% 0.21%(d)
Portfolio Turnover Rate(e) 81% 82% 32%
</TABLE>

(a) For the period November 4, 1996 (Commencement of Operations) through
October 31, 1997.

(b) Prior to June 1, 1999, the Fund recognized its proportionate share of
income, expenses and gains/losses of the underlying portfolio, Schroder
International Smaller Companies Portfolio. Commencing June 1, 1999, the
income, expenses and gains/losses were directly accrued to the Fund.

(c) Total returns would have been lower had certain Fund expenses not been
waived or reimbursed during the periods shown (See Note 3 to the Trust's
financial statements). Total return calculations for a period of less than
one year are not annualized.

(d) Annualized.

(e) The portfolio turnover rates for the period ending October 31, 1997 and year
ended October 31, 1998 represent the turnover of the underlying portfolio,
Schroder International Smaller Companies Portfolio. For the year ending
October 31, 1999, the rate represents the period from November 1, 1998
through May 31, 1999 during which time the Fund invested in the Portfolio
and from June 1, 1999 through October 31, 1999 during which time the Fund
held direct investments in a portfolio of securities.

28
<PAGE>
SCHRODER U.S. LARGE CAP EQUITY FUND*

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

<TABLE>
<CAPTION>
FOR THE YEAR ENDED OCTOBER 31,
--------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period $ 7.79 $ 9.82 $ 9.76 $ 9.41 $ 8.52
------ ------ ------ ------ ------
Investment Operations:
Net Investment Income (Loss) (0.06) (0.06) (0.01) 0.04 0.07
Net Realized and Unrealized Gain
(Loss) on Investments 2.00 0.78 2.20 1.62 1.33
------ ------ ------ ------ ------
Total from Investment Operations 1.94 0.72 2.19 1.66 1.40
------ ------ ------ ------ ------
Distributions from:
Net Investment Income -- -- (0.02) (0.07) (0.05)
Net Realized Gain on Investments (3.00) (2.75) (2.11) (1.24) (0.46)
------ ------ ------ ------ ------
Total Distributions (3.00) (2.75) (2.13) (1.31) (0.51)
------ ------ ------ ------ ------
Net Asset Value, End of Period $ 6.73 $ 7.79 $ 9.82 $ 9.76 $ 9.41
====== ====== ====== ====== ======
Total Return(a) 30.95% 8.87% 26.49% 19.45% 17.68%
Ratios and Supplementary Data:
Net Assets at End of Period
(in thousands) $14,110 $12,540 $13,861 $17,187 $19,688
Ratios to Average Net Assets:
Expenses including
reimbursement/ waiver of fees 1.50% 1.50% 1.50% 1.40% 1.40%
Expenses excluding
reimbursement/waiver of fees 1.99% 1.85% 1.68% 1.43% N/A
Net investment income (loss)
including reimbursement/waiver
of fees (0.93)% (0.71)% (0.09)% 0.43% 0.78%
Portfolio Turnover Rate 87% 209% 44% 57% 57%
</TABLE>

* Formerly, Schroder U.S. Diversified Growth Fund.
(a) Total returns would have been lower had certain Fund expenses not been
waived or reimbursed during the periods shown (see Note 3 to the Trust's
financial statements).

29
<PAGE>
SCHRODER U.S. SMALLER COMPANIES FUND

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

<TABLE>
<CAPTION>
FOR THE FOR THE
PERIOD FOR THE YEAR ENDED PERIOD
ENDED MAY 31, ENDED FOR THE YEAR ENDED OCTOBER 31,
OCTOBER 31, ----------------------- MAY 31, ------------------------------------
1999(b) 1999 1998 1997(g) 1996(a) 1995 1994
----------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period $ 12.80 $14.76 $13.26 $17.23 $15.14 $11.81 $10.99
------- ------ ------ ------ ------ ------ ------
Investment
Operations:(c)
Net Investment Loss (0.03) (0.09) (0.06) (0.02) (0.06) (0.04) (0.07)
Net Realized and
Unrealized Gain
(Loss) on
Investments 0.02 (1.84) 2.82 1.88 4.10 3.78 0.97
------- ------ ------ ------ ------ ------ ------
Total from Investment
Operations (0.01) (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 $ 12.79 $12.80 $14.76 $13.26 $17.23 $15.14 $11.81
======= ====== ====== ====== ====== ====== ======
Total Return(d) (0.08)% (13.08)% 21.63% 14.73% 29.35% 32.84% 8.26%
Ratios and
Supplementary Data:
Net Assets at End of
Period
(in thousands) $42,177 $47,870 $51,679 $26,104 $13,743 $15,287 $13,324
Ratios to Average Net
Assets:(c)
Expenses including
reimbursement/
waiver of fees 1.35%(e) 1.42% 1.37% 1.49%(e) 1.49% 1.49% 1.45%
Expenses excluding
reimbursement/
waiver of fees 1.35%(e) 1.45% 1.37% 1.87%(e) N/A N/A N/A
Net investment
income (loss)
including
reimbursement/
waiver of fees (0.54)%(e) (0.65)% (0.51)% (0.42)%(e) (0.35)% (0.30)% (0.58)%
Portfolio Turnover
Rate(f) 52% 119% 55% 34% 59% 93% 71%
</TABLE>

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

(a) On August 15, 1996, the Fund converted to a master-feeder structure. See
Note 1 to the Trust's financial statements.
(b) Effective October 31, 1999, the Fund changed its fiscal year end from May 31
to October 31. See also Note 1 to the Trust's financial statements.
(c) From November 1, 1995 to May 31, 1999, the Fund recognized its proportionate
share of income, expenses and gains/losses of the underlying portfolio,
Schroder U.S. Smaller Companies Portfolio. Commencing June 1, 1999, the
income, expenses and gains/losses were directly accrued to the Fund.
(d) Total returns would have been lower had certain expenses not been limited
during the periods shown (See Note 3 to the Trust's financial statements).
Total return calculations for a period of less than one year are not
annualized.
(e) Annualized.
(f) The portfolio turnover rates for the years after October 31, 1995 through
May 31, 1999, represent the turnover of the underlying Portfolio, Schroder
U.S. Smaller Companies Portfolio.
(g) Effective May 31, 1997, the Fund changed its fiscal year end from
October 31 to May 31.

30
<PAGE>
SCHRODER MICRO CAP FUND

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

<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE YEAR FOR THE PERIOD
ENDED ENDED ENDED
OCTOBER 31, 1999(A) MAY 31, 1999 MAY 31, 1998(D)
------------------- ------------ ---------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period $20.18 $14.26 $10.00
------ ------ ------
Investment Operations:
Net Investment Loss (0.06) (0.13) (0.04)
Net Realized and Unrealized Gain on Investments 4.47 8.28 4.50
------ ------ ------
Total from Investment Operations 4.41 8.15 4.46
------ ------ ------
Distributions from Net Realized Gain on
Investments -- (2.23) (0.20)
------ ------ ------
Net Asset Value, End of Period $24.59 $20.18 $14.26
====== ====== ======
Total Return(b) 21.85% 64.56% 45.41%
Ratios and Supplementary Data
Net Assets at End of Period (in thousands) $20,596 $14,317 $6,340
Ratios to Average Net Assets:
Expenses including reimbursement/waiver of fees 2.00%(c) 2.00% 2.00%(c)
Expenses excluding reimbursement/waiver of fees 2.53%(c) 3.27% 6.02%(c)
Net investment loss including
reimbursement/waiver of fees (0.73)%(c) (1.10)% (0.77)%(c)
Portfolio Turnover Rate 173% 341% 166%
</TABLE>

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

(a) Effective October 31, 1999, the Fund changed its fiscal year end from May 31
to October 31. See also Note 1 to the Trust's financial statements.

(b) Total returns would have been lower had certain Fund expenses not been
waived or reimbursed during the periods shown (See Note 3 to the Trust's
financial statements). Total return calculations for a period of less than
one year are not annualized.

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

31
<PAGE>
SCHRODERS' GLOBAL NETWORK
YOUR WINDOW ON THE WORLD

<S> <C>
FUNDS AVAILABLE THROUGH SCHRODER FUND ADVISORS INC.
PLEASE CALL (800) 464-3108 FOR COMPLETE INFORMATION AND TO OBTAIN THE RELEVANT PROSPECTUS.
PLEASE READ THE PROSPECTUS CAREFULLY BEFORE YOU INVEST.

SCHRODER CAPITAL FUNDS (DELAWARE) SCHRODER SERIES TRUST
SCHRODER INTERNATIONAL FUND SCHRODER SMALL CAPITALIZATION VALUE FUND
SCHRODER EMERGING MARKETS FUND SCHRODER MIDCAP VALUE FUND
SCHRODER INTERNATIONAL SMALLER COMPANIES FUND SCHRODER TOTAL RETURN FIXED INCOME FUND
SCHRODER U.S. LARGE CAP EQUITY FUND
SCHRODER U.S. SMALLER COMPANIES FUND
SCHRODER MICRO CAP FUND

SCHRODER SERIES TRUST II
SCHRODER ALL-ASIA FUND
</TABLE>

32
<PAGE>
[LOGO] SCHRODERS
ACCOUNT APPLICATION

SCHRODER CAPITAL FUNDS (DELAWARE) INVESTOR SHARES

1. INITIAL INVESTMENT ----------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
The minimum Check One Check One
initial / / Schroder International Fund / / Check enclosed for $_____
investment / / Schroder Emerging Markets Fund / / Wire transfer (see instructions
in each Fund / / Schroder International Smaller on Page A-3) Initial wire amount $_____
is $10,000. Companies Fund
/ / Schroder U.S. Large Cap Equity Fund / / Statement of Intention*
/ / Schroder U.S. Smaller Companies Fund Investment amount $_____
/ / Schroder Micro Cap Fund
*Subject to Prospectus disclosure regarding
Statement of Intention
</TABLE>
2. ACCOUNT REGISTRATION--------------------------------------------------------

For individual: 1.______________________ ______ ___________________________
Use item 1 First Name M.I. Last Name
__ __ __-__ __-__ __ __ __ ______________________________
Social Security Number Date of Birth
_____________________________________________________________
Employer Name
_____________________________________________________________
Employer Address
_____________________________________________________________
Occupation

For joint 2.______________________ ______ ___________________________
account: First Name M.I. Last Name
Use items 1 & 2 __ __ __-__ __-__ __ __ __ ______________________________
Social Security Number In the case of two or more
co-owners, the account will be
registered "Joint Tenants with
Rights of Survivorship" unless
otherwise specified above.
For a minor: 3._______________________ ______ __________________________
Use item 3 First Name of Custodian M.I. Last Name of Custodian

Custodian for
_______________________ ______ __________________________
Minor's First Name M.I. Last Name
__ __ __-__ __-__ __ __ __ Under the ________ Uniform Gifts/
Minor's Social Security Number Name of Transfers for
State Minors Act.
For a Trust: 4.___________________________ __________________________
(including Name of Trustee Trustee Agreement Date
Pension Plans): (mandatory)
Use item 4 ___________________________ __________________________
Trust Beneficiary Taxpayer's I.D. Number

For a corporation, 5.___________________________ __________________________
partnership or Name of Corporation or Taxpayer's I.D. Number
other entity: Other Entity
Use item 5 ___________________________ __________________________
Name of Officer Title of Officer

A-1
<PAGE>

3. ACCOUNT DESCRIPTION---------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
/ /Individual-Taxable / /Defined Benefit Plan / /Foundation/Endowment / /Trust
/ /Individual Custodian/IRA* / /Defined Contribution Plan / /401(k) Plan
/ /Pension Plan / /Other (PLEASE DESCRIBE) _________________
(*Additional application required)
</TABLE>

4. MAILING ADDRESS-------------------------------------------------------------

____________________________________________________ __________
Street 1 Apt. No.
____________________________________________________________________
Street 2
____________________________ _____________ _____________
City State Zip
________________________________ ________________________________
Daytime Phone Number Evening Phone Number

5. DUPLICATE STATEMENT ADDRESS (OPTIONAL)--------------------------------------

____________________________________________________________________
Name of Individual / Company
____________________________________________________________________
Street
____________________________ _____________ _____________
City State Zip
____________________________________________________________________
Daytime Phone Number

6. DEALER INFORMATION (FOR BROKER/DEALER USE ONLY)-----------------------------
________________________________ ________________________________
Name of Dealer Dealer Number
____________________________________________________________________
Branch Address
____________________________ _____________ _____________
City State Zip
________________________________ ________________________________
Phone Number Registered Rep Name and Number

7. DISTRIBUTIONS---------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Please indicate how you 1./ / Dividends and capital gains reinvested in additional shares.
would like to receive 2./ / Dividends and capital gains mailed to your address in Section 4.
distributions. If you 3./ / Dividends mailed to your address in Section 4 and capital gains reinvested.
do not choose an 4./ / Capital gains mailed to your address in Section 4 and dividends reinvested.
option, your 5./ / Dividends and capital gains automatically deposited to your bank account. Please complete
distribution will be Section 8.
invested in accordance 6./ / Dividends automatically deposited to your bank account and capital gains reinvested. Please complete
with Option 1. Section 8.
7./ / Capital gains automatically deposited to your bank account and dividends reinvested. Please complete
Section 8.
</TABLE>
A-2
<PAGE>

8. BANK ACCOUNT DESIGNATION ---------------------------------------------------

This section ACCOUNT NAME MUST MATCH THE NAME IN SECTION 2. PLEASE
must be ATTACH A BLANK/VOIDED CHECK FOR ACCOUNT AND BANK
completed to INFORMATION.
permit certain
options chosen
in Sections 7
and 9.
________________________________ ________________________________
Name of Bank Branch
___________________________ __________ ___________ ___________
Bank Address City State Zip
_______________________________ __ __ __ __ __ __ __ __ __ __ __ __
Type of Account Account Number
(Checking/Savings)

9. SYSTEMATIC INVESTMENT-------------------------------------------------------

Amounts (minimum $100 Authorization Form
per transaction) will Invest automatically the amount of $_____in the
be drawn automatically _____ Fund on or about the ___ day of each month.
on your bank account Purchases will be made monthly unless you wish to
and invested in your elect quarterly by checking this box / / in which
Schroder Capital Funds event the amount specified will be invested
(Delaware) account. automatically on or about the ___ day of the first
Minimum initial month in each quarter. Funds will be drawn from the
investment of $10,000 bank account you designate in Section 8. Your first
also applies. automatic monthly investment will occur no sooner
than two weeks after the receipt of your application.

10. TELEPHONE EXCHANGE---------------------------------------------------------
By telephone / / By checking this box, I authorize the Trust and
instruction, an amount its agents to act upon instructions to exchange my
(minimum $1,000 shares in any qualified Fund for shares in any other
per transaction) qualified Fund, if those instructions are received by
will be exchanged telephone from (i) me or (ii) any person purporting to
from one Fund to be me or to act as my representative and who can
another Fund provide the Trust with my account registration. The
within the Trust. telephone exchange privilege may only be exercised to
exchange shares worth $1,000 or more. I understand and
agree that neither the Trust nor any person acting on
its behalf will have any liability to me or anyone
else in respect of telephone instructions meeting
the description set forth here but not made or
authorized by me.

11. TELEPHONE REDEMPTION-------------------------------------------------------
By telephone / / By checking this box, I authorize the Trust and its
instruction, an amount agents to act upon instructions received by telephone
(minimum $1,000/maximum from (i) me or (ii) any person purporting to be me or
$25,000 per transaction) to act as my representative and who can provide the
will be redeemed from Trust with my account registration. Redemptions will be
the Funds. sent only to me at an address on record with the Trust
for at least 30 days. Unless otherwise agreed to by
the Trust, the telephone redemption privilege may only
be exercised to redeem shares worth $1,000 or more and
not more than $25,000. I understand and agree that
neither the Trust nor any person acting on its behalf
will have any liability to me or anyone else in
respect of telephone instructions meeting the
description set forth here but not made or authorized
by me.

12. MAILING INSTRUCTIONS-------------------------------------------------------
Please send this REGULAR MAIL OVERNIGHT OR EXPRESS MAIL
application with
your check to: Schroder Mutual Funds Boston Financial Data Services, Inc.
P.O. Box 8507 66 Brooks Drive
Boston, Mass 02266 Braintree, MA 02184
Attn: Schroder Mutual Funds

13. WIRING INSTRUCTIONS--------------------------------------------------------
If making your initial State Street Bank and Trust Company
investment by bank 225 Franklin Street
wire, call the Transfer Boston, MA 02101
Agent, Boston Financial ABA: 011000028
Data Services, at Attn: Schroder Mutual Funds
(800) 464-3108 to obtain DDA: 9904-650-0
an account number. Then FBO: Account Registration
instruct your bank to A/C: Mutual Fund Account Number
wire Federal Funds to: Name of Fund
Complete the account application and mail
it to the address listed in Section 12 above.

A-3

<PAGE>
14. ACKNOWLEDGMENT, CERTIFICATION & SIGNATURES---------------------------------
This section TAXPAYER IDENTIFICATION NUMBER CERTIFICATION
must be signed 1. Under the penalties of perjury, the undersigned certifies:
in order to open (Check Appropriate Box, If Applicable)
a Schroder / / That the number shown on this form is my correct taxpayer
Capital Funds identification number ant that I am not subject to backup
(Delaware) withholding because (a) I am exempt from backup withholding,
Account. (b) I have not been notified by the Internal Revenue Service
that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (c) the
IRS has notified me that I am no longer subject to backup
withholding.
-or-
/ / That I have not provided a taxpayer identification number
because I have not been issued a number, but I have applied
for one or will do so in the near future. I understand that
if I do not provide my number to the Fund within 60 days,
the Fund will be required to begin backup withholding.

2. Under the penalties of perjury, the undersigned certifies:
That he/she is a citizen of
/ / the United States or / / _______(provide name of country).

3. By signing this Application, the undersigned (1) certifies
that he/she has received, reviewed and accepts this
Application (including the services described herein)
and the current prospectus of Schroder Capital Funds
(Delaware); and (2) agrees that all statements in this
Application apply to shares of any Fund of Schroder
Capital Funds (Delaware) into which his/her shares
are transferred.

4. The undersigned certifies that he/she (1) was not offered
any advice or recommendations on investing in any Fund by any
representative of Schroder Capital Funds (Delaware) and (2)
understands that the undersigned must make his/her own
investment decisions and assumes all risk of loss - including
possible loss of principal - resulting from decisions to
purchase, exchange or sell shares of any Fund(s).

<TABLE>
<CAPTION>
<S> <C> <C>
__________________________________________________________________________
Signature of Investor/Trustee Date
__________________________________________________________________________
Signature of Joint Investor/Co-Trustee (if any) Date
__________________________________________________________________________
Signature of Individual, Custodian, Trustee or Officer Date
__________________________________________________________________________
Signature of Corporate Officer Date
</TABLE>

A-4

<PAGE>
INVESTMENT ADVISER
Schroder Investment Management North America Inc.
787 Seventh Avenue, 34th Floor
New York, New York 10019

SUBADVISER TO SCHRODER INTERNATIONAL SMALLER COMPANIES FUND
Schroder Investment Management International Limited
31 Gresham Street
London, United Kingdom EC2V 7QA

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

SUBADMINISTRATOR AND CUSTODIAN
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110

TRANSFER AND DIVIDEND DISBURSING AGENT
Boston Financial Data Services, Inc.
66 Brooks Drive
Braintree, Massachusetts 02184
(800) 464-3108

COUNSEL
Ropes & Gray
One International Place
Boston, Massachusetts 02110

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
One Post Office Square
Boston, Massachusetts 02109
<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 reports to shareholders are incorporated by
reference into this Prospectus, which means they are part of this Prospectus for
legal purposes. The Trust's annual reports discuss 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.

SCHRODER CAPITAL FUNDS (DELAWARE)
P.O. Box 8507
Boston, MA 02266
800-464-3108

SF300IP

File No. 811-1911