SCHRODER SERIES TRUST, 485APOS, 1998-12-31

SCHRODER SERIES TRUST
485APOS, 1998-12-31

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<PAGE> 1

As filed with the Securities and Exchange Commission on December 30, 1998
Securities Act File No. 33-65632;
Investment Company Act File No. 811-7840

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

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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

FORM N-1A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 [X]

PRE-EFFECTIVE AMENDMENT NO. [ ]

POST-EFFECTIVE AMENDMENT NO. 10 [X]

AND/OR

REGISTRATION STATEMENT UNDER
INVESTMENT COMPANY ACT OF 1940 [X]

AMENDMENT NO. 12 [X]

(Check appropriate box or boxes)

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

SCHRODER SERIES TRUST
(Exact Name of Registrant as Specified in Charter)
787 Seventh Avenue, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 492-6000

It is proposed that this filing will become effective (check appropriate
box):

___ Immediately upon filing pursuant to paragraph (b)

___ On (date) pursuant to paragraph (b)

___ 60 days after filing pursuant to paragraph (a)(1)

X On March 1, 1999 pursuant to paragraph (a)(1)
---

___ 75 days after filing pursuant to paragraph (a)(2)
___ On (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

___ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

CATHERINE A. MAZZA
VICE PRESIDENT
SCHRODER SERIES TRUST
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
(Name and Address of Agent for Service)

Copies to:
TIMOTHY W. DIGGINS, ESQ.
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.

<PAGE> 2
SCHRODER SERIES TRUST
PROSPECTUS

INVESTOR SHARES

March 1, 1999

This prospectus describes five mutual funds offered by Schroder Series Trust.
The Trust offers Investor Shares of the Funds in this prospectus. Schroder
Capital Management Inc. ("Schroder") manages the Funds.

SCHRODER LARGE CAPITALIZATION EQUITY FUND seeks long-term growth of
capital. The Fund invests primarily in equity securities of companies with
large market capitalizations (generally more than $5 billion).

SCHRODER SMALL CAPITALIZATION VALUE FUND seeks capital appreciation. The
Fund invests primarily in equity securities of companies with small market
capitalizations (generally less than $1.5 billion).

SCHRODER MIDCAP VALUE FUND seeks long-term capital appreciation. The Fund
invests primarily in equity securities of mid-cap companies (companies with
market capitalizations of between $750 million and $5 billion).

SCHRODER INVESTMENT GRADE INCOME FUND seeks current income consistent with
preservation of capital. Growth of capital is a secondary objective, to the
extent consistent with the Fund's principal objective. The Fund invests
primarily in investment grade fixed-income securities.

SCHRODER SHORT-TERM INVESTMENT FUND seeks as high a rate of income as
Schroder believes is consistent with preservation of capital and
maintenance of liquidity. The Fund invests in a portfolio of high-quality
short-term debt instruments, but it is not a money market fund.

You can call Schroder at (800) 464-3108 to find out more about these Funds and
other funds in the Schroder family.

The prospectus explains what you should know about the Funds before you invest.
Please read it carefully.

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

<PAGE> 3
TABLE OF CONTENTS

Page
----

Summary Information......................................................3

Schroder Large Capitalization Equity Fund.......................3

Schroder Small Capitalization Value Fund........................4

Schroder MidCap Value Fund......................................5

Schroder Investment Grade Income Fund...........................6

Schroder Short-Term Investment Fund.............................7

Fees and Expenses..............................................10

Principal Risks and Other Investment Strategies.........................11

Management of the Funds.................................................15

How the Funds' Shares are Priced........................................17

How to Buy Shares.......................................................17

How to Sell Shares......................................................19

Exchanges...............................................................19

Dividends and Distributions.............................................20

Taxes...................................................................20

Year 2000 Disclosure....................................................21

Financial Highlights....................................................22

<PAGE> 4
SUMMARY INFORMATION

The Funds offered by Schroder Series Trust provide a broad range of investment
choices. This summary identifies each Fund's investment objective, principal
investment strategies, and principal risks.

Below each Fund's description is a chart showing how the investment returns of
that Fund's Investor Shares have varied from year to year. The chart shows
returns for each full calendar year since the Fund commenced operations. The
table following the chart shows how that Fund's average annual returns for the
last year and for the life of the Fund compare to a broad-based securities
market index. PAST PERFORMANCE IS NOT NECESSARILY AN INDICATION OF FUTURE
PERFORMANCE. It is possible to lose money on investments in the Funds.

SCHRODER LARGE CAPITALIZATION EQUITY FUND

- Investment Objective. To seek long-term growth of capital.

- Principal Investments. The Fund normally invests at least 65% of its
assets in equity securities of companies with large market capitalizations
(generally more than $5 billion). The Fund invests in a variety of equity
securities, including common and preferred stocks and warrants to purchase
common and preferred stocks.

- Investment Strategies. In selecting securities for the Fund, Schroder
focuses on issuers it believes offer the possibility for growth of capital from
earnings potential and other factors not fully reflected in current market
prices. Such factors may include, for example, a company's probable future
earnings, the ratio of its price to earnings, and its relative strength, as well
as other factors Schroder may consider significant in a particular industry or
under varying market conditions.

- Principal Risks. The principal risks of investing in the Fund include the
risk that the value of the equity securities in the portfolio will fall, or will
not appreciate as anticipated by Schroder, due to factors that adversely affect
particular companies in the portfolio and/or the U.S. equities market in
general. The Fund is particularly sensitive to the risks associated with
"growth" securities, which are issued by companies that Schroder expects to have
relatively rapid earnings growth. Growth securities typically trade at higher
multiples of current earnings than other securities and may be more sensitive to
changes in a company's current or expected earnings.

SCHRODER LARGE CAPITALIZATION EQUITY FUND - INVESTOR SHARES

[BAR GRAPHIC]

<TABLE>
<CAPTION>
Calendar Year End Annual Return
----------------- -------------
<S> <C>
1998 (To be provided)
1997 26.25%
1996 19.94%
1995 28.29%
</TABLE>

During the periods shown above, the highest quarterly return was 14.42% for the
quarter ended June 30, 1997, and the lowest was -10.88% for the quarter ended
September 30, 1998. [NOTE: SUBJECT TO CHANGE BASED ON 4TH QUARTER OF 1998].

-3-

<PAGE> 5
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (FOR LIFE OF FUND
PERIODS ENDING DECEMBER 31, 1998) PAST ONE YEAR (SINCE 2/16/94)
- --------------------------------------------------------------------------------
Schroder Large Capitalization Equity Fund
- --------------------------------------------------------------------------------
Standard & Poor's 500 Index*
- --------------------------------------------------------------------------------
* The Standard & Poor's 500 Index is a market weighted composite index of 500
large capitalization U.S. companies and reflects the reinvestment of dividends.

SCHRODER SMALL CAPITALIZATION VALUE FUND

- Investment Objective. To seek capital appreciation.

- Principal Investments. The Fund normally invests at least 65% of its
assets in equity securities of companies with small market capitalizations
(generally less than $1.5 billion). The Fund invests in a variety of equity
securities, including common and preferred stocks and warrants to purchase
common and preferred stocks.

- Investment Strategies. The Fund normally invests primarily in equity
securities Schroder believes to be undervalued. Through proprietary research and
other methods, Schroder seeks to identify companies whose potential for earnings
growth or whose financial or business assets are undervalued by the market in
general.

- Principal Risks. The principal risks of investing in the Fund include the
risk that the value of the equity securities in the portfolio will fall, or will
not appreciate as anticipated by Schroder, due to factors that adversely affect
particular companies in the portfolio. The Fund is particularly sensitive to
this risk because it invests primarily in small capitalization companies, which
tend to be more vulnerable to adverse developments than larger companies. The
Fund is also particularly sensitive to the risks associated with "value"
securities, which are issued by companies that may have experienced adverse
developments or may be subject to special risks that have caused their
securities to be out of favor. The Fund is also subject to the risk of general
declines in the U.S. equity market.

SCHRODER SMALL CAPITALIZATION VALUE FUND - INVESTOR SHARES

[BAR GRAPHIC]

<TABLE>
<CAPTION>
Calendar Year End Annual Return
----------------- -------------
<S> <C>
1998 (To be Provided)
1997 32.13%
1996 23.91%
1995 23.39%
</TABLE>

During the periods shown above, the highest quarterly return was 20.45% for the
quarter ended June 30, 1997, and the lowest was -19.24% for the quarter ended
September 30, 1998. [NOTE: SUBJECT TO CHANGE BASED ON 4TH QUARTER OF 1998].

-4-

<PAGE> 6
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (FOR LIFE OF FUND
PERIODS ENDING DECEMBER 31, 1998) PAST ONE YEAR (SINCE 2/16/94)
- --------------------------------------------------------------------------------
Schroder Small Capitalization Value Fund
- --------------------------------------------------------------------------------
Russell 2000 Index*
- --------------------------------------------------------------------------------
* The Russell 2000 Index is a capitalization weighted broad based index of 2,000
small capitalization U.S. companies.

SCHRODER MIDCAP VALUE FUND

- Investment Objective. To seek long-term capital appreciation.

- Principal Investments. The Fund normally invests at least 65% of its
assets in equity securities of mid-cap companies -- companies with market
capitalizations of between $750 million and $5 billion. The Fund invests in a
variety of equity securities, including common and preferred stocks, and
warrants to purchase common and preferred stocks.

- Principal Risks. The principal risks of investing in the Fund include the
risk that the value of the equity securities in the portfolio will fall, or will
not appreciate as anticipated by Schroder, due to factors that adversely affect
particular companies in the portfolio. The Fund is more sensitive to this risk
because it invests primarily in mid-cap companies, which tend to be more
vulnerable to adverse developments than larger companies (though often less so
than small capitalization companies). The Fund is also particularly sensitive to
the risks associated with "value" securities, which are issued by companies that
may have experienced adverse developments or may be subject to special risks
that have caused their securities to be out of favor. The Fund is also subject
to the risk of general declines in the U.S. equity market.

SCHRODER MIDCAP VALUE FUND - INVESTOR SHARES

[BAR GRAPHIC]

<TABLE>
<CAPTION>
Calendar Year End Annual Return
----------------- -------------
<S> <C>
1998 (To be Provided)
</TABLE>

During the period shown above, the highest quarterly return was 12.06% for the
quarter ended March 31, 1998, and the lowest was -22.19% for the quarter ended
September 30, 1998. [NOTE: SUBJECT TO CHANGE BASED ON 4TH QUARTER OF 1998].

-5-

<PAGE> 7
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (FOR LIFE OF FUND
PERIODS ENDING DECEMBER 31, 1998) PAST ONE YEAR (SINCE 8/1/97)
- --------------------------------------------------------------------------------
Schroder MidCap Value Fund
- --------------------------------------------------------------------------------
Standard & Poor's Midcap 400 Index*
- --------------------------------------------------------------------------------
* The Standard & Poor's Midcap 400 Index is a market weighted composite index of
400 stocks in the middle capitalization sector of the U.S. equities market.

SCHRODER INVESTMENT GRADE INCOME FUND

- Investment Objective. To seek current income consistent with preservation
of capital. Growth of capital is a secondary objective, to the extent consistent
with the Fund's principal objective.

- Principal Investments. The Fund normally invests at least 90% of its
assets in U.S. Government securities and in debt securities and preferred stocks
that are "investment grade" quality. To be considered "investment grade," the
securities must be rated (at the time of investment) in the four highest grades
by Moody's Investors Service, Inc. or Standard and Poor's Ratings Services or
determined by Schroder to be of comparable quality. The Fund will not invest
more than 25% of its assets in securities ranked below the third highest grade
by Moody's or Standard and Poor's. The Fund may invest a substantial portion of
its assets in mortgage-backed certificates and other securities representing
ownership interests in mortgage pools, including collateralized mortgage
obligations.

- Investment Strategies (Duration and Maturity). Schroder may take full
advantage of the entire range of maturities of the securities in which the Fund
may invest. Schroder may also adjust the average maturity of the Fund's
portfolio from time to time, depending on its assessment of relative yields on
securities of different maturities and expectations of future changes in
interest rates. Thus, at certain times, the average maturity of the Fund's
portfolio may be relatively short (from under one year to five years, for
example) and at other times may be relatively long (more than ten years, for
example).

- Principal Risks. The principal risks of investing in the Fund include the
risk that interest rates will rise or fall in ways not anticipated by Schroder.
For example, if interest rates were to rise, the values of fixed-income
securities held by the Fund would typically fall. Securities having longer
maturities would tend to experience greater price declines in response to rising
interest rates. As described above, the average maturity of the Fund's portfolio
will vary, but may be relatively long at times. If the Fund held securities with
relatively long maturities at a time when interest rates were to decline, the
value of the Fund's shares would likely fall more than if the Fund had invested
in securities with shorter maturities. Also, while the Fund attempts to minimize
credit risk by investing primarily in investment grade securities, there is some
risk that an issuer will have its credit rating downgraded or will be unable to
pay its obligations when due. This could cause the Fund's portfolio securities
to decline in value, especially where an issuer defaults on its obligations. The
Fund will not necessarily dispose of a security when its rating is reduced below
its rating at the time of purchase, although Schroder will monitor the
investment to determine whether keeping the security will help to achieve the
Fund's investment objective.

-6-

<PAGE> 8
SCHRODER INVESTMENT GRADE INCOME FUND - INVESTOR SHARES

[BAR GRAPHIC]

<TABLE>
<CAPTION>
Calendar Year End Annual Return
----------------- -------------
<S> <C>
1998 (To be Provided)
1997 8.23%
1996 2.04%
1995 18.31%
</TABLE>

During the periods shown above, the highest quarterly return was [6.50%] for the
quarter ended June 30, 1995, and the lowest was [-2.63]% for the quarter ended
[June 30, 1994]. [NOTE: SUBJECT TO CHANGE BASED ON 4TH QUARTER OF 1998].

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (FOR LIFE OF FUND
PERIODS ENDING DECEMBER 31, 1998) PAST ONE YEAR (SINCE 8/1/97)
- --------------------------------------------------------------------------------
Schroder Investment Grade Income Fund
- --------------------------------------------------------------------------------
Lehman Brothers Government/Corporate Index*
- --------------------------------------------------------------------------------
* The Lehman Brothers Government/Corporate Index is a composite of approximately
5,000 investment grade government and corporate debt issues with maturities
greater than 1 year.

The yield on the Fund's Investor Shares for the 30-day period ended
January 31, 1999 was [ ]%. Please call Schroder at (800) 464-3108 for more
recent yield information for the Fund.

SCHRODER SHORT-TERM INVESTMENT FUND

- Investment Objective. To seek as high a rate of income as Schroder
believes is consistent with preservation of capital and maintenance of
liquidity. While the Fund intends to invest in short-term securities, it is NOT
a money-market fund. The Fund's net asset value will fluctuate based on changes
in interest rates and other factors affecting the values of the Fund's portfolio
securities.

- Principal Investments. The Fund will normally invest all of its assets in
a portfolio of high-quality short-term instruments consisting of any or all of
the following: prime commercial paper; U.S. Government securities; corporate
obligations rated at least Aa by Moody's or AA by Standard & Poor's; bankers'
acceptances, bank certificates of deposit or bank time deposits; repurchase
agreements with respect to U.S. Government securities or any of the other debt
securities described above; and other securities (such as certain
mortgage-backed securities) rated at least Aa or P-1 by Moody's or AA or A-1 by
Standard & Poor's or, under certain circumstances, determined by Schroder to be
of comparable quality.

-7-

<PAGE> 9
- Investment Strategies (Duration and Maturity).

- All of the Fund's investments will normally have remaining maturities
of three years or less at the time of investment. The Fund will
normally invest at least 65% of its assets in obligations with
remaining maturities of two years or less at the time of investment.

- The average maturity of the Fund's portfolio securities based on their
dollar value will not exceed one year at the time of each investment.
(When a security is subject to a repurchase agreement, the amount and
maturity of the Fund's investment will be determined by reference to
the amount and term of the repurchase agreement, not by reference to
the underlying security.)

- A portion of the securities held by the Fund may consist of
mortgage-backed certificates and other securities representing
ownership interests in mortgage pools, including collateralized
mortgage obligations. Schroder will calculate the "maturity" of such
an obligation and other similar obligations, for purposes of
determining the Fund's compliance with the requirements set out above,
based on Schroder's estimate of the period of time remaining until all
of the scheduled payments in respect of that obligation will have been
made. That period may be shorter than the stated maturity of the
obligation. The estimated remaining maturity of a mortgage-backed
security is highly dependent on prepayment assumptions. If interest
rates were to increase at a time when the Fund holds such an
obligation, the estimated maturity of the obligation might be
increased due to any anticipated reduction in prepayments on the
mortgages underlying the obligation.

- Principal Risks. The Fund attempts to minimize both interest rate risk
and credit risk associated with fixed-income securities by investing in a
portfolio of high quality short-term instruments. However, the Fund is not a
money market fund and its net asset value will fluctuate based on changes in
interest rates and other factors affecting the values of the Fund's portfolio
securities.

SCHRODER SHORT-TERM INVESTMENT FUND - INVESTOR SHARES

[BAR GRAPHIC]

<TABLE>
<CAPTION>
Calendar Year End Annual Return
----------------- -------------
<S> <C>
1998 (To be Provided)
1997 4.87%
1996 4.55%
1995 5.23%
</TABLE>

During the periods shown above, the highest quarterly return was [1.55%] for the
quarter ended September 30, 1995, and the lowest was [0.49]% for the quarter
ended [June 30, 1994]. [NOTE: SUBJECT TO CHANGE BASED ON 4TH QUARTER OF 1998].

-8-

<PAGE> 10
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (FOR LIFE OF FUND
PERIODS ENDING DECEMBER 31, 1998) PAST ONE YEAR (SINCE 1/1/94)
- --------------------------------------------------------------------------------
Schroder Short-Term Investment Fund
- --------------------------------------------------------------------------------
90 Day U.S. Treasury Bill*
- --------------------------------------------------------------------------------
* The 90 Day U.S. Treasury Bill return represents a four-week average return on
the 90 day U.S. Treasury Bill.

The yield on the Fund's Investor Shares for the 30-day period ended
January 31, 1999 was [ ]%. Please call Schroder at (800) 464-3108 for more
recent yield information for the Fund.

-9-

<PAGE> 11
FEES AND EXPENSES

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

SHAREHOLDER FEES (paid directly from your investment):

Maximum Sales Load Imposed on Purchases None
Maximum Deferred Sales Load None
Maximum Sales Load Imposed on Reinvested Dividends None
Redemption Fee None
Exchange Fee None

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

<TABLE>
<CAPTION>
Schroder Large Schroder Small Schroder Schroder Schroder
Capitalization Capitalization MidCap Investment Grade Short-Term
Equity Fund Value Fund Value Fund Income Fund Investment Fund
-------------- -------------- ---------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>

Management Fees 0.75% 0.95% 0.90% 0.50% 0.40%

Distribution (12b-1) Fees None None None None None

Other Expenses 0.45 0.34 1.57 0.75 0.72

Total Annual Fund
Operating Expenses 1.20 1.29 2.47 1.25 1.12

Fee Waiver and/or
Expense Limitation 0.25(1) N/A 1.12(1) 0.50(1) 0.09(1)

Net Expenses 0.95(1) 1.29 1.35(1) 0.75(1) 1.03(1)
</TABLE>

- ---------------------------
(1) The Net Expenses shown above for Schroder Large Capitalization Equity Fund,
Schroder MidCap Value Fund, Schroder Investment Grade Income Fund, and Schroder
Short-Term Investment Fund show the effect of contractually imposed expense
limitations and/or fee waivers, in effect through October 31, 1999, on the Total
Annual Fund Operating Expenses of the Funds. See "Management of the Trust"
below.

-10-

<PAGE> 12
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 operating expenses remain the same as the Total Annual
Fund Operating Expenses shown above. Although 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 Large Capitalization Equity Fund* $123 $383 $ 663 $1,461
Schroder Small Capitalization Value Fund $132 $411 $ 712 $1,564
Schroder MidCap Value Fund* $253 $778 $1,330 $2,832
Schroder Investment Grade Income Fund* $128 $399 $ 690 $1,518
Schroder Short-Term Investment Fund* $115 $358 $ 620 $1,369
</TABLE>

- --------------
* Assuming that each of these Fund's operating expenses remain the same as the
Net Expenses shown above, based on the other assumptions above your costs would
be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Schroder Large Capitalization Equity Fund $ $ $ $
Schroder MidCap Value Fund $ $ $ $
Schroder Investment Grade Income Fund $ $ $ $
Schroder Short-Term Investment Fund $ $ $ $
</TABLE>

PRINCIPAL RISKS AND OTHER INVESTMENT STRATEGIES

PRINCIPAL RISKS OF INVESTING IN THE FUNDS

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

SCHRODER LARGE CAPITALIZATION EQUITY, SCHRODER SMALL CAPITALIZATION
VALUE, AND SCHRODER MIDCAP VALUE FUNDS

These Funds invest primarily in equity securities. The principal risks
of investing in these Funds include the risk that their portfolio securities
will decline in value due to factors affecting the issuing companies, their
industries, or the equity markets generally. These risks may be greater for
Schroder Small Capitalization Value Fund and Schroder MidCap Value Fund, which
invest primarily in small and mid-cap companies, respectively. Securities of
small and mid-cap companies tend to be more vulnerable to adverse developments
than larger companies.

-11-

<PAGE> 13
increased production costs. Equity securities may also decline due to general
market conditions which are not specifically related to a company or industry,
such as adverse economic conditions, changes in the general outlook for
corporate earnings, changes in interest or currency rates, or adverse investor
sentiment.

- Growth Securities. Each Fund may invest in securities of companies
that Schroder believes have earnings that will grow relatively rapidly. A
principal strategy of Schroder Large Capitalization Equity Fund is to invest in
growth securities. These growth securities typically trade at higher multiples
of current earnings than other securities. Therefore, the values of growth
securities may be more sensitive to changes in current or expected earnings than
the values of other securities.

- Value Securities. Each Fund may also invest in companies that may not
be expected to experience significant earnings growth, but whose securities
Schroder believes are undervalued. A principal strategy of Schroder Small
Capitalization Value Fund and Schroder MidCap Value Fund is to invest in value
securities. These companies may have experienced adverse business developments
or may be subject to special risks that have caused their securities to be out
of favor. If Schroder's assessment of a company's prospects is wrong, or if the
market does not recognize the value of the company, the price of its securities
may decline or may not approach the value that Schroder anticipates.

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

SCHRODER INVESTMENT GRADE INCOME FUND AND SCHRODER SHORT-TERM
INVESTMENT FUND

These Funds invest primarily in fixed-income securities. The other
Funds may also invest a portion of their assets in fixed-income securities. All
fixed-income securities are subject to some degree of market (or interest rate)
risk and credit risk.

- Market (Interest Rate) Risk of Fixed-income Securities. Changes in
the market values of fixed-income securities are largely an inverse function of
changes in the current level of interest rates. During periods of falling
interest rates, the values of fixed-income securities generally rise. During
periods of rising interest rates, the values of fixed-income securities
generally decline. Fluctuations in the market value of a Fund's fixed-income
securities generally will not affect interest income on securities already held
by the Fund, but will be reflected in the Fund's net asset value.

-12-

<PAGE> 14
rising, a short-term portfolio will generally outperform a long-term portfolio.
In general, fixed-income portfolios with longer average maturities generally
have a greater potential for total return than shorter maturity portfolios, but
are also subject to greater levels of market risk.

As its name suggests, Schroder Short-Term Investment Fund is managed to
have a relatively short average portfolio maturity. Therefore, that Fund is
subject to a relatively small level of market risk. Depending upon Schroder's
current investment outlook and strategy, the average maturity of Schroder
Investment Grade Income Fund's portfolio may be relatively short at times (from
under one year to five years, for example) and may be relatively long at other
times (more than ten years, for example). That Fund may be subject to relatively
high levels of market risk when its average portfolio maturity is long.

- Credit Risk of Fixed-income Securities. Credit risk associated with
fixed-income securities relates to the ability of the issuer to make scheduled
payments of principal and interest on an obligation. A portfolio of fixed-income
securities is subject to some degree of risk that the issuers of the securities
will have their credit ratings downgraded or will default, potentially reducing
the portfolio's share price and income level. Nearly all fixed-income securities
are subject to some credit risk, whether the issuers of the securities are
corporations, states or local governments, or foreign governments. Even certain
U.S. Government securities are subject to credit risk.

Schroder Investment Grade Income Fund and Schroder Short-Term
Investment Fund each invest in a portfolio of higher-rated fixed-income
securities which involve a lesser degree of credit risk than lower quality
securities. However, the yields available from these Funds are generally lower
than the yields available from fixed-income funds that invest in lower quality
securities.

OTHER INVESTMENTS STRATEGIES AND TECHNIQUES

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

- Securities Loans and Repurchase Agreements. Each Fund may lend
portfolio securities amounting to not more than 25% of its assets to
broker-dealers, and may enter into repurchase agreements on up to 25% of its
assets. 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 realizing the collateral.

- When-Issued, Delayed Delivery, and Forward Commitment Transactions.
Each Fund may purchase securities on a when-issued, delayed delivery, or forward
commitment basis. These transactions involve a commitment by the Fund to
purchase a security for a predetermined price or yield, with payments and
delivery taking place more than seven days in the future, or after a period
longer than the customary settlement period for that type of security. These
transactions may increase the overall investment exposure for a Fund and involve
a risk of loss if the value of the securities declines prior to the settlement
date.

-13-

<PAGE> 15

primarily designed to reduce fluctuations in the value of a Fund's assets. In
implementing these "defensive" strategies, the Fund would invest in high-quality
debt securities, cash, or money market instruments to any extent Schroder
considers consistent with such defensive strategies. It is impossible to predict
when, or for how long, a Fund will use these alternate strategies.

- 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.

- Variable and Floating Rate Instruments. Certain obligations purchased
by Schroder Investment Grade Income Fund and Schroder Short-Term Investment Fund
may be variable or floating rate instruments and may involve a demand or
interest rate reset feature. Variable or floating rate instruments bear interest
at a rate which varies with changes in market rates. The holder of an instrument
with a demand feature may tender the instrument back to the issuer at par value
prior to maturity. When interest rates fall, variable and floating rate
instruments generally will not increase in value as much as fixed-rate
instruments of similar credit quality, although they will generally lose less
value than similarly rated fixed-rate instruments when interest rates rise. When
determining the maturity of a variable or floating rate instrument, a Fund may
look to the date the demand feature can be exercised, or to the date the
interest rate is readjusted, rather than to the stated maturity of the
instrument. The absence of an active secondary market for these instruments
could make it difficult for a Fund to dispose of them.

- Mortgage-Backed Securities. Schroder Investment Grade Income Fund and
Schroder Short- Term Investment Fund may invest a portion of their assets in
mortgage-backed certificates and other securities representing ownership
interests in mortgage pools, including collateralized mortgage obligations.
Interest and principal payments on the mortgages underlying mortgage-backed
securities are passed through to the holder of the mortgage-backed securities.
Prepayments of principal and interest on mortgages underlying mortgage-backed
securities may result from the voluntary prepayment, refinancing, or foreclosure
of the underlying mortgage loans, and may significantly shorten the effective
maturities of mortgage-backed securities, especially during periods of declining
interest rates. Similarly, during periods of rising interest rates, a reduction
in the rate of prepayments may significantly lengthen the effective maturities
of such securities.

Mortgage-backed securities may offer yields higher than those available
from many other types of debt securities, but they are less effective than other
types of securities as a means of "locking in" attractive long-term interest
rates. This is caused by the possibility of significant unscheduled prepayments
resulting from declines in mortgage interest rates. These prepayments would have
to be reinvested at the then-prevailing lower rates. As a result, a Fund's
mortgage-backed securities may have less potential for capital appreciation
during periods of declining interest rates than other debt securities of
comparable maturities, although such obligations may have a comparable risk of
decline in market value during periods of rising interest rates.

- Zero-coupon bonds. Each Fund 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
risk than bonds that pay interest currently.

-14-

<PAGE> 16
- Derivative Investments. Each of the Funds may engage in a variety of
transactions involving the use of derivative instruments for purposes of
increasing its investment return or hedging against market changes. These may
include options, futures, and indices, for example. Derivative instruments
involve the risk that they may not work as intended under all market conditions.
Also, derivatives often involve the risk that the other party to the transaction
will be unable to meet its obligations.

- Changes in Investment Objectives and Policies. The investment
objectives and policies of each Fund may, unless otherwise specifically stated,
be changed by the Trustees of the Trust without a vote of the shareholders. As a
matter of policy, the Trustees would not materially change an investment
objective of a Fund without shareholder approval.

- 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 taxes.

- Percentage Investment Limitations. Unless otherwise noted, all
percentage limitations on Fund investments listed in this prospectus will apply
at the time of investment. A Fund would not violate these limitations unless an
excess or deficiency occurs or exists immediately after and as a result of an
investment.

- Other Investments. The Funds may also invest in other types of
securities and utilize a variety of investment techniques and strategies which
are not described in this prospectus, such as investment in foreign securities
and the use of foreign currency transactions. 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
has served as investment adviser to each of the Funds since inception.

Schroder has been an investment manager since 1962, and currently
serves as investment adviser to the Funds and a broad range of institutional
investors. Schroder's address is 787 Seventh Avenue, New York, New York 10019,
and its telephone number is (800) 464-3108.

- Management Fees Paid by the Funds. For the fiscal year ended
October 31, 1998, the Funds paid management fees to Schroder at the following
annual rates (based on the average net assets of each Fund taken separately):
Schroder Large Capitalization Equity Fund -- [ ]%; Schroder Small Capitalization
Value Fund -- [ ]%; Schroder MidCap Value Fund -- [ ]%; Schroder Investment
Grade Income Fund -- [ ]%; and Schroder Short-Term Investment Fund -- [ ]%. The
amounts

-15-

<PAGE> 17
paid by each Fund except Schroder Small Capitalization Value Fund reflect
expense limitations and/or waivers described below.

- 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, 1999 to the
extent that each Fund's total operating expenses attributable to its Investor
Shares exceed the following annual rates (based on the average net assets of
each Fund taken separately): Schroder Large Capitalization Equity Fund -- 1.55%;
Schroder Small Capitalization Value Fund -- 1.70%; Schroder MidCap Value Fund --
1.35%; Schroder Investment Grade Income Fund -- 1.12%; and Schroder Short-Term
Investment Fund -- 1.03%. In addition, Schroder is contractually obligated,
through October 31, 1999, to waive a portion of the management fees it is
entitled to receive from Schroder Large Capitalization Equity Fund and from
Schroder Investment Grade Income Fund. As a result, during the period of the
waiver, Schroder Large Capitalization Equity Fund will pay management fees to
Schroder at the annual rate of 0.50% of the Fund's average daily net assets, and
Schroder Investment Grade Income Fund will pay no management fees.

- Portfolio Managers. Schroder's investment decisions for each of the
Funds are generally made by a committee of investment professionals at Schroder.
The following directors and officers of Schroder have had primary responsibility
for making recommendations to the committee for the noted 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 Large Paul Morris 1997 Employed as an investment professional
Capitalization Equity at Schroder since 1997. Prior to joining
Fund Schroder, Mr. Morris served as
Principal Senior Portfolio Manager at
Weiss, Peck & Greer, L.L.C. from 1995
to 1996, and as Managing Director at
Union Bank of Switzerland from 1987 to
1995.

Schroder Small Nancy B. Tooke Inception (1994) Employed as an investment professional
Capitalization Value at Schroder since 1994.
Fund

Schroder MidCap Nancy B. Tooke Inception (1997) See above.
Value Fund

Schroder Investment Robert C. Michele 1998 Employed as an investment professional
Grade Income Fund at Schroder since 1998. Prior to joining
Schroder, Mr. Michele served as a
Managing Director and Portfolio Manager
at Black Rock Financial Management from
1995 to 1998, and as a Director at CS
First Boston Investment Management from
1993 to 1995.

Richard Gotterer 1998 Employed as an investment professional
at Schroder since 1993.

Schroder Short-Term Robert Michele and 1998 See above.
Investment Fund Richard Gotterer
</TABLE>

-16-

<PAGE> 18
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 its Investor
Shares outstanding. Shares are valued as of the close of regular trading on the
New York Stock Exchange (normally 4:00 p.m., Eastern Time) each day the Exchange
is open. 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 all other securities and assets at their fair values as
determined by Schroder.

HOW TO BUY 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.

Investors may purchase Investor Shares of the Funds by completing an
Account Application and sending payment by check or wire as described below. An
Account Application may be obtained from (i) Schroder Fund Advisors Inc., the
Trust's principal underwriter, (ii) the Trust's transfer agent, Boston Financial
Data Services, Inc. ("BFDS"), Two Heritage Drive, North Quincy, Massachusetts
02171, or (iii) by calling (800) 464-3108.

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

The minimum initial investment in Investor Shares of the Trust is
$25,000 (which you may allocate in any amounts among the various Funds).
Schroder Fund Advisors Inc. may, in its sole discretion, accept smaller initial
or subsequent investments so long as the investor is an employee of Schroder or
any of its affiliates or has an investment account with Schroder with a minimum
balance specified by Schroder from time to time. None of the Funds issue share
certificates.

PURCHASES BY CHECK

Purchases may be made by mailing a check (in U.S. dollars), payable to
(i) Schroder Series Trust if you are purchasing shares of two or more Funds or
(ii) the name of the Fund to be purchased (e.g., Schroder Small Capitalization
Value Fund) if you are purchasing shares of a single Fund. Third- party checks
will not be accepted.

For initial purchases, the check must be accompanied by a completed
Account Application in proper form. Further documentation may be requested to
evidence the authority of the person or entity making the subscription request.

-17-

<PAGE> 19
Complete and sign the Account Application and mail it with your check to:

Schroder Series Trust
P.O. Box 8507
Boston, MA 02266

PURCHASES BY WIRE

If your initial investment is 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 regular 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 determined as of that day. Wire orders
received after that time will be processed at the net asset value determined
thereafter.

Federal Reserve Bank wire instructions are as follows:
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02101
ABA: 011000028
Attn: Schroder Series Trust
DDA: 9904-650-0
FBO: Account Registration
A/C: Account Number Assigned By BFDS -
Name of Fund(s).

AUTOMATIC PURCHASES

You can make regular investments of $100 or more per month or quarter
in Investor Shares of the Funds 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. (For purposes of determining whether
securities will be acceptable, Schroder will consider, among other things,
whether they are liquid securities of a type consistent with the investment
objectives and policies of the Fund in question and having a readily
ascertainable value.) If a Fund receives securities from an investor in exchange
for shares of the Fund, the Fund will under some circumstances have the same tax
basis in the securities as the investor had prior to the exchange (and the
Fund's gain for tax purposes would be calculated with regard to the investor's
tax basis). Any gain on the sale of those securities would be subject to
distribution as capital gain to all of the Fund's shareholders. Schroder
reserves the right to reject any particular investment. Securities accepted by
Schroder will be valued in the same

-18-

<PAGE> 20
manner as are the Trust's portfolio securities as of the time of the next
determination of the Funds' net asset values. All dividend, subscription, or
other rights which are reflected in the market price of accepted securities at
the time of valuation become the property of the relevant Fund and must be
delivered to the Fund upon receipt by the investor. A gain or loss for federal
income tax purposes may be realized by investors upon the exchange. Investors
interested in purchases through exchange should telephone Schroder at (800)
464-3108.

Schroder Fund Advisors Inc., Schroder, or their affiliates may, at
their own expense and out of their own assets, provide compensation to dealers
or other financial intermediaries in connection with sales of Trust shares or
shareholder servicing. In some instances, this compensation may be made
available only to certain dealers or other financial intermediaries who have
sold or are expected to sell significant amounts of shares of the Trust. If you
purchase or sell shares through a financial intermediary, the intermediary may
charge a fee for its services. Consult your financial intermediary for
information.

HOW TO SELL SHARES

You may sell your Investor Shares back to a Fund any day the New York
Stock Exchange is open by sending a letter of instruction or stock power form to
BFDS. When you sell your shares, you will get back the full value of the shares,
without any deferred sales charge. 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 if it is signed exactly in
accordance with the registration form. Signatures must be guaranteed by a bank,
broker/dealer, or certain other financial institutions. BFDS may require
additional documentation from shareholders that are corporations, partnerships,
agents, fiduciaries, or surviving joint owners.

The Trust will pay you for your redemptions as promptly as possible and
in any event within seven days after the request for redemption is received in
writing by BFDS 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. The Trust will only redeem shares for which it has received
payment.

If you own fewer shares than a minimum amount set by the Trustees
(presently 50 shares) 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.

EXCHANGES

You can exchange your Investor Shares of any Fund for Investor Shares
of any other Fund, or another series in the Schroder family of funds, at any
time at their respective net asset values. To exchange shares, please call (800)
464-3108. 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.

-19-

<PAGE> 21
DIVIDENDS AND DISTRIBUTIONS

- Schroder Large Capitalization Equity Fund, Schroder Small
Capitalization Value Fund, and Schroder MidCap Value Fund. Each of these Funds
distributes any net investment income and any net realized capital gains at
least once a year. Distributions from net investment income, if any, are
expected to be small.

- Schroder Investment Grade Income Fund. This Fund distributes net
investment income monthly and any net realized capital gains at least once a
year.

- Schroder Short-Term Investment Fund. This Fund declares all of its
net income as a dividend each day the Fund is open for business. Dividends are
declared each business day to shareholders of record at the time of the
declaration. You begin earning dividends on the day after the Fund receives
payment for your shares. The Fund's net income for Saturdays, Sundays, and
holidays is declared as a dividend on the next business day. Each month's
dividends will be paid on the last day of that month (or, if that day is not a
business day, on the preceding business day). A shareholder who withdraws the
entire balance of an account at any time during the month will be paid all
dividends declared through the date of the withdrawal.

YOU CAN CHOOSE FROM THREE DISTRIBUTION OPTIONS:

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

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

- Receive all distributions in cash.

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

TAXES

- Taxes on dividends and distributions. For federal income tax
purposes, distributions of investment income are taxable as ordinary income.
Taxes on distributions of capital gains are determined by how long your Fund
owned the investments that generated the gains, rather than how long you have
owned your shares. Distributions are taxable to you even if they are paid from
income or gains earned by a Fund before you invested (and thus were included in
the price you paid for your shares). Distributions of gains from investments
that a Fund owned for more than 12 months will be taxable as 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.

-20-

<PAGE> 22
- Taxes when you sell or exchange your shares. Any gain resulting from
the sale or exchange of your shares of the Funds will also generally be subject
to federal income tax.

- Consult your tax advisor about other possible tax consequences. This
is a summary of certain federal income 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 taxes.

YEAR 2000 DISCLOSURE

The Funds receive services from Schroder, Schroder Fund Advisors Inc.,
BFDS, State Street Bank and Trust Company, and other providers which rely on the
smooth functioning of their respective systems and the systems of others to
perform those services. It is generally recognized that certain systems in use
today may not perform their intended functions adequately after the Year 1999
because of the inability of the software to distinguish the Year 2000 from the
Year 1900. Schroder is taking steps that it believes are reasonably designed to
address this potential "Year 2000" problem and to obtain satisfactory assurances
that comparable steps are being taken by each of the Funds' other major service
providers. There can be no assurance, however, that these steps will be
sufficient to avoid any adverse impact on the Funds from this problem.

-21-

<PAGE> 23
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. Certain information reflects financial results for a
single Fund share. The total returns represent the rate that an investor would
have earned or lost on an investment in Investor Shares of a Fund, assuming
reinvestment of all dividends and distributions. This information has been
audited by Arthur Andersen LLP, whose report, along with each Fund's financial
statements, are included in the Funds' annual report to shareholders. The annual
report is available upon request.

[NOTE: Financial Highlights through the fiscal year ended 10/31/98 to be
provided in a post- effective amendment filed under Rule 485(b) prior to the
effective date of this Amendment].

-22-

=============================================================================================

FUNDS AVAILABLE THROUGH SCHRODER FUND ADVISORS INC.
PLEASE CALL 1-800-730-2932 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 Large Capitalization Equity Fund
Schroder Emerging Markets Fund Schroder Small Capitalization Value Fund
Schroder International Bond Fund Schroder MidCap Value Fund
Schroder International Smaller Companies Fund Schroder Investment Grade Income Fund
Schroder U.S. Diversified Growth Fund Schroder Short-Term Investment Fund
Schroder Micro Cap Fund
Schroder U.S. Smaller Companies Fund SCHRODER SERIES TRUST II
Schroder All-Asia Fund

=============================================================================================

</TABLE>

<PAGE> 25
[Back Cover]

[Logo]

SCHRODER SERIES TRUST

Schroder Large Capitalization Equity Fund

Schroder Small Capitalization Value Fund

Schroder MidCap Value Fund

Schroder Investment Grade Income Fund

Schroder Short-Term Investment Fund

Schroder Series Trust's statement of additional information (SAI) and annual and
semi-annual reports to shareholders include additional information about the
Funds. The SAI and the financial statements included in the Trust's most recent
annual report to shareholders are incorporated by reference into this
prospectus, which means they are part of this prospectus for legal purposes. The
Trust's annual report discusses the market conditions and investment strategies
that significantly affected each Fund's performance during its last fiscal year.
You may get free copies of these materials, request other information about a
Fund, or make shareholder inquiries by calling 800-464-3108.

You may review and copy information about the Trust, including its SAI, at the
Securities and Exchange Commission's public reference room in Washington, D.C.
You may call the Commission at 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 811-7840.

Schroder Series Trust INVESTOR SHARES
P.O. Box 8507
Boston, MA 02266 PROSPECTUS
800-464-3108
March 1, 1999
0399WS

File No. 811-7840

<PAGE> 26
SCHRODER SERIES TRUST
PROSPECTUS

ADVISOR SHARES

March 1, 1999

This prospectus describes four mutual funds offered by Schroder Series Trust.
The Trust offers Advisor Shares of the Funds in this prospectus. Schroder
Capital Management Inc. ("Schroder") manages the Funds.

SCHRODER SMALL CAPITALIZATION VALUE FUND seeks capital appreciation. The
Fund invests primarily in equity securities of companies with small market
capitalizations (generally less than $1.5 billion).

You can call Schroder at (800) 464-3108 to find out more about these Funds and
other funds in the Schroder family.

The prospectus explains what you should know about the Funds before you invest.
Please read it carefully.

<PAGE> 27
TABLE OF CONTENTS

Page
----

Summary Information...............................................3

Schroder Large Capitalization Equity Fund................4

Schroder Small Capitalization Value Fund.................5

Schroder MidCap Value Fund...............................6

Schroder Investment Grade Income Fund....................7

Fees and Expenses........................................9

Principal Risks and Other Investment Strategies..................11

Management of the Funds..........................................15

How the Funds' Shares are Priced.................................16

How to Buy Shares................................................17

How to Sell Shares...............................................17

Exchanges........................................................19

Additional Information About Advisor Shares......................19

Dividends and Distributions......................................20

Taxes............................................................20

Year 2000 Disclosure.............................................21

Financial Highlights.............................................22

<PAGE> 28
SUMMARY INFORMATION

The Funds offered by Schroder Series Trust provide a broad range of investment
choices. This summary identifies each Fund's investment objective, principal
investment strategies, and principal risks.

Below each Fund's description is a bar chart showing how the investment returns
of the Fund have varied from year to year and a table showing how the Fund's
average annual returns compare to a broad-based securities market index.
Schroder Small Capitalization Value Fund is the only Fund that has had Advisor
Shares outstanding for a full calendar year. For that reason, the bar chart and
table for that Fund show performance of its Advisor Shares, which have not been
offered for the full life of the Fund. Because the other Funds do not have a
full calendar year of performance to show for Advisor Shares, the bar chart and
table for each of these Funds show performance of its Investor Shares, which
have been offered since the inception of each Fund. PAST PERFORMANCE IS NOT
NECESSARILY AN INDICATION OF FUTURE PERFORMANCE. It is possible to lose money on
investments in the Funds.

-3-

<PAGE> 29
SCHRODER LARGE CAPITALIZATION EQUITY FUND

- Investment Objective. To seek long-term growth of capital.

SCHRODER LARGE CAPITALIZATION EQUITY FUND - INVESTOR SHARES*

[BAR GRAPHIC]

<TABLE>
<CAPTION>
Calendar Year End Annual Return
----------------- -------------
<S> <C>
1998 (To be Provided)
1997 26.25%
1996 19.94%
1995 28.29%
</TABLE>

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (FOR LIFE OF FUND
PERIODS ENDING DECEMBER 31, 1998) PAST ONE YEAR (SINCE 2/16/94)
- --------------------------------------------------------------------------------
Schroder Large Capitalization Equity Fund - Investor Shares*
- --------------------------------------------------------------------------------
Standard & Poor's 500 Index**
- --------------------------------------------------------------------------------
* The bar chart and table show performance of the Fund's Investor Shares, which
are offered in a different prospectus. Although Advisor Shares and Investor
Shares would have similar annual returns (because all the Fund's shares
represent interests in the same portfolio of securities), Advisor Share
performance would be lower than Investor Share performance because of the higher
expenses paid by Advisor Shares.

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

-4-

<PAGE> 30
SCHRODER SMALL CAPITALIZATION VALUE FUND

- Investment Objective. To seek capital appreciation.

- Principal Risks. The principal risks of investing in the Fund include the
risk that the value of the equity securities in the portfolio will fall, or will
not appreciate as anticipated by Schroder, due to factors that adversely affect
particular companies in the portfolio. The Fund is particularly sensitive to
this risk because it invests primarily in small capitalization companies, which
tend to be more vulnerable to adverse developments than larger companies. The
Fund is also particularly sensitive to the risks associated with "value"
securities, which are issued by companies that may have experienced adverse
developments or may be subject to special risks that have caused their
securities to be out of favor. The Fund is also subject to the risk of general
declines in the U.S. equity market.

SCHRODER SMALL CAPITALIZATION VALUE FUND - ADVISOR SHARES

[BAR GRAPHIC]

<TABLE>
<CAPTION>
Calendar Year End Annual Return
----------------- -------------
<S> <C>
1998 (To be Provided)

</TABLE>

During the periods shown above, the highest quarterly return was ______% for the
quarter ended _____, 1998 and the lowest was ______% for the quarter ended
_______, 1998.

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (FOR SINCE INCEPTION OF
PERIODS ENDING DECEMBER 31, 1998) PAST ONE YEAR ADVISOR SHARES (9/26/97)
- --------------------------------------------------------------------------------
Schroder Small Capitalization Value Fund -
Advisor Shares
- --------------------------------------------------------------------------------
Russell 2000 Index*
- --------------------------------------------------------------------------------
* The Russell 2000 Index is a capitalization weighted broad based index of 2,000
small capitalization U.S. companies.

-5-

<PAGE> 31
SCHRODER MIDCAP VALUE FUND

- Investment Objective. To seek long-term capital appreciation.

- Principal Risks. The principal risks of investing in the Fund include the
risk that the value of the equity securities in the portfolio will fall, or will
not appreciate as anticipated by Schroder, due to factors that adversely affect
particular companies in the portfolio. The Fund is more sensitive to this risk
because it invests primarily in mid-cap companies, which tend to be more
vulnerable to adverse developments than larger companies (though often less so
than small capitalization companies). The Fund is also particularly sensitive to
the risks associated with "value" securities, which are issued by companies that
may have experienced adverse developments or may be subject to special risks
that have caused their securities to be out of favor. The Fund is also subject
to the risk of general declines in the U.S. equity market.

SCHRODER MIDCAP VALUE FUND - INVESTOR SHARES*

[BAR GRAPHIC]

<TABLE>
<CAPTION>
Calendar Year End Annual Return
----------------- -------------
<S> <C>
1998 (To be Provided)
</TABLE>

-6-

<PAGE> 32

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (FOR LIFE OF FUND
PERIODS ENDING DECEMBER 31, 1998) PAST ONE YEAR (SINCE 8/1/97)
- --------------------------------------------------------------------------------
Schroder MidCap Value Fund -
Investor Shares*
- --------------------------------------------------------------------------------
Standard & Poor's Midcap 400 Index**
- --------------------------------------------------------------------------------
* The bar chart and table show performance of the Fund's Investor Shares, which
are offered in a different prospectus. Although Advisor Shares and Investor
Shares would have similar annual returns (because all the Fund's shares
represent interests in the same portfolio of securities), Advisor Share
performance would be lower than Investor Share performance because of
the higher expenses paid by Advisor Shares.

** The Standard & Poor's Midcap 400 Index is a market weighted composite index
of 400 stocks in the middle capitalization sector of the U.S. equities market.

SCHRODER INVESTMENT GRADE INCOME FUND

- Investment Objective. To seek current income consistent with preservation
of capital. Growth of capital is a secondary objective, to the extent consistent
with the Fund's principal objective.

-7-

<PAGE> 33
Schroder will monitor the investment to determine whether keeping the security
will help to achieve the Fund's investment objective.

SCHRODER INVESTMENT GRADE INCOME FUND - INVESTOR SHARES*

[BAR GRAPHIC]
<TABLE>
<CAPTION>
Calendar Year End Annual Return
----------------- -------------
<S> <C>
1998 (To be Provided)
1997 8.23%
1996 2.04%
1995 18.31%
</TABLE>

During the periods shown above, the highest quarterly return was [6.50]% for the
quarter ended June 30, 1995, and the lowest was [-2.63]% for the quarter ended
[June 30, 1994]. [SUBJECT TO CHANGE BASED ON 4TH QUARTER OF 1998].

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (FOR LIFE OF FUND
PERIODS ENDING DECEMBER 31, 1998) PAST ONE YEAR (SINCE 2/22/94)
- --------------------------------------------------------------------------------
Schroder Investment Grade Income Fund - Investor Shares*
- --------------------------------------------------------------------------------
Lehman Brothers Government/Corporate Index**
- --------------------------------------------------------------------------------
* The bar chart and table show performance of the Fund's Investor Shares, which
are offered in a different prospectus. Although Advisor Shares and Investor
Shares would have similar annual returns (because all the Fund's shares
represent interests in the same portfolio of securities), Advisor Share
performance would be lower than Investor Share performance because of the higher
expenses paid by Advisor Shares.

** The Lehman Brothers Government/Corporate Index is a composite of
approximately 5,000 investment grade government and corporate debt issues with
maturities greater than 1 year.

The yield on the Fund's Investor Shares for the 30-day period ended
January 31, 1999 was [ ]%. Please call Schroder at (800) 464-3108 for more
recent yield information for the Fund.

-8-

<PAGE> 34
FEES AND EXPENSES

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

SHAREHOLDER FEES (paid directly from your investment):

Maximum Sales Load Imposed on Purchases None
Maximum Deferred Sales Load None
Maximum Sales Load Imposed on Reinvested Dividends None
Redemption Fee None
Exchange Fee None

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

<TABLE>
<CAPTION>
Schroder Large Schroder Small Schroder Schroder
Capitalization Capitalization MidCap Investment Grade
Equity Fund Value Fund Value Fund Income Fund
-------------- -------------- ---------- ----------------
<S> <C> <C> <C> <C>

Management Fees 0.75% 0.95% 0.90% 0.50%

Distribution (12b-1) Fees(1) None None None None

Other Expenses 0.70 0.59 1.82 1.00

Total Annual Fund Operating
Expenses 1.45 1.54 2.72 1.50

Fee Waiver and/or Expense
Limitation 0.25(2) N/A 1.12(2) 0.50(2)

Net Expenses 1.20(2) 1.54 1.60(2) 1.00(2)

</TABLE>

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

(2) The Net Expenses shown above for Schroder Large Capitalization Equity Fund,
Schroder MidCap Value Fund, and Schroder Investment Grade Income Fund show the
effect of contractually imposed expense limitations and/or fee waivers, in
effect through October 31, 1999, on the Total Annual Fund Operating Expenses of
the Funds. See "Management of the Trust" below.

-9-

<PAGE> 35
EXAMPLE

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

The Example assumes that you invest $10,000 in Advisor Shares of a Fund for the
time periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment earns a 5% return each
year and that the Fund's operating expenses remain the same as the Total Annual
Fund Operating Expenses shown above. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Schroder Large Capitalization Equity Fund* $[ ] $[ ] $[ ] $[ ]
Schroder Small Capitalization Value Fund $[ ] $[ ] $[ ] $[ ]
Schroder MidCap Value Fund* $[ ] $[ ] $[ ] $[ ]
Schroder Investment Grade Income Fund* $[ ] $[ ] $[ ] $[ ]

- --------------
* Assuming that each of these Fund's operating expenses remain the same as the
Net Expenses shown above, based on the other assumptions above your costs would
be:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Schroder Large Capitalization Equity Fund $[ ] $[ ] $[ ] $[ ]
Schroder MidCap Value Fund $[ ] $[ ] $[ ] $[ ]
Schroder Investment Grade Income Fund $[ ] $[ ] $[ ] $[ ]

-10-

<PAGE> 36
PRINCIPAL RISKS AND OTHER INVESTMENT STRATEGIES

PRINCIPAL RISKS OF INVESTING IN THE FUNDS

SCHRODER LARGE CAPITALIZATION EQUITY, SCHRODER SMALL CAPITALIZATION
VALUE, AND SCHRODER MIDCAP VALUE FUNDS

- General Risks of Equity Securities. The values of equity securities
may decline for a number of reasons which directly relate to the issuing
company, such as lower demand for the company's products or services or poor
decisions made by such company's management. Equity securities may also decline
due to factors which affect a particular industry or industries, such as labor
shortages or increased production costs. Equity securities may also decline due
to general market conditions which are not specifically related to a company or
industry, such as adverse economic conditions, changes in the general outlook
for corporate earnings, changes in interest or currency rates, or adverse
investor sentiment.

-11-

<PAGE> 37
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.

SCHRODER INVESTMENT GRADE INCOME FUND

Schroder Investment Grade Income Fund invests primarily in fixed-income
securities. The other Funds may also invest a portion of their assets in
fixed-income securities. All fixed-income securities are subject to some degree
of market (or interest rate) risk and credit risk.

When interest rates are falling or remain relatively flat, a portfolio
of long-term fixed-income securities will generally outperform a short-term
portfolio. On the other hand, when interest rates are rising, a short-term
portfolio will generally outperform a long-term portfolio. In general,
fixed-income portfolios with longer average maturities generally have a greater
potential for total return than shorter maturity portfolios, but are also
subject to greater levels of market risk.

Depending upon Schroder's current investment outlook and strategy, the
average maturity of Schroder Investment Grade Income Fund's portfolio may be
relatively short at times (from under one year to five years, for example) and
may be relatively long at other times (more than ten years, for example). That
Fund may be subject to relatively high levels of market risk when its average
portfolio maturity is long.

Schroder Investment Grade Income Fund invests in a portfolio of
higher-rated fixed-income securities which involve a lesser degree of credit
risk than lower quality securities. However, the yield

-12-

<PAGE> 38
available from this Fund is generally lower than the yields available from
fixed-income funds that invest in lower quality securities.

OTHER INVESTMENTS STRATEGIES AND TECHNIQUES

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

- Variable and Floating Rate Instruments. Certain obligations purchased
by Schroder Investment Grade Income Fund may be variable or floating rate
instruments and may involve a demand or interest rate reset feature. Variable or
floating rate instruments bear interest at a rate which varies with changes in
market rates. The holder of an instrument with a demand feature may tender the
instrument back to the issuer at par value prior to maturity. When interest
rates fall, variable and floating rate instruments generally will not increase
in value as much as fixed-rate instruments of similar credit quality, although
they will generally lose less value than similarly rated fixed-rate instruments
when interest rates rise. When determining the maturity of a variable or
floating rate instrument, the Fund may look to the date the demand feature can
be exercised, or to the date the

-13-

<PAGE> 39
interest rate is readjusted, rather than to the stated maturity of the
instrument. The absence of an active secondary market for these instruments
could make it difficult for the Fund to dispose of them.

- Mortgage-Backed Securities. Schroder Investment Grade Income Fund may
invest a portion of its assets in mortgage-backed certificates and other
securities representing ownership interests in mortgage pools, including
collateralized mortgage obligations. Interest and principal payments on the
mortgages underlying mortgage-backed securities are passed through to the holder
of the mortgage-backed securities. Prepayments of principal and interest on
mortgages underlying mortgage-backed securities may result from the voluntary
prepayment, refinancing, or foreclosure of the underlying mortgage loans, and
may significantly shorten the effective maturities of mortgage-backed
securities, especially during periods of declining interest rates. Similarly,
during periods of rising interest rates, a reduction in the rate of prepayments
may significantly lengthen the effective maturities of such securities.

- Derivative Investments. Each of the Funds may engage in a variety of
transactions involving the use of derivative instruments for purposes of
increasing its investment return or hedging against market changes. These may
include options, futures, and indices, for example. Derivative instruments
involve the risk that they may not work as intended under all market conditions.
Also, derivatives often involve the risk that the other party to the transaction
will be unable to meet its obligations.

-14-

<PAGE> 40
of capital gains (and, in particular, short-term gains) realized by the Funds,
on which shareholders may pay taxes.

MANAGEMENT OF THE FUNDS

- Management Fees Paid by the Funds. For the fiscal year ended
October 31, 1998, the Funds paid management fees to Schroder at the following
annual rates (based on the average net assets of each Fund taken separately):
Schroder Large Capitalization Equity Fund -- [ ]%; Schroder Small Capitalization
Value Fund -- [ ]%; Schroder MidCap Value Fund -- [ ]%; and Schroder Investment
Grade Income Fund -- [ ]%. The amounts paid by each Fund except Schroder Small
Capitalization Value Fund reflect expense limitations and/or waivers described
below.

- 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, 1999 to the
extent that each Fund's total operating expenses attributable to its Advisor
Shares exceed the following annual rates (based on the average net assets of
each Fund taken separately): Schroder Large Capitalization Equity Fund -- 1.80%;
Schroder Small Capitalization Value Fund -- 1.95%; Schroder MidCap Value Fund --
1.60%; and Schroder Investment Grade Income Fund -- 1.37%. In addition, Schroder
is contractually obligated, through October 31, 1999, to waive a portion of the
management fees it is entitled to receive from Schroder Large Capitalization
Equity Fund and from Schroder Investment Grade Income Fund. As a result, during
the period of the waiver, Schroder Large Capitalization Equity Fund will pay
management fees to Schroder at the annual rate of 0.50% of the Fund's average
daily net assets, and Schroder Investment Grade Income Fund will pay no
management fees.

-15-

<PAGE> 41
- Portfolio Managers. Schroder's investment decisions for each of the
Funds are generally made by a committee of investment professionals at Schroder.
The following directors and officers of Schroder have had primary responsibility
for making recommendations to the committee for the noted 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 Small Nancy B. Tooke Inception (1994) Employed as an investment professional
Capitalization Value at Schroder since 1994.
Fund

Schroder MidCap Nancy B. Tooke Inception (1997) See above.
Value Fund

Richard Gotterer 1998 Employed as an investment professional
at Schroder since 1993.
</TABLE>

HOW THE FUNDS' SHARES ARE PRICED

Each Fund calculates the net asset value of its Advisor Shares by
dividing the total value of its assets attributable to its Advisor Shares, less
its liabilities attributable to those shares, by the number of its Advisor
Shares outstanding. Shares are valued as of the close of regular trading on the
New York Stock Exchange (normally 4:00 p.m., Eastern Time) each day the Exchange
is open. 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 all other securities and assets at their fair values as
determined by Schroder.

-16-

<PAGE> 42
HOW TO BUY SHARES

You can purchase Advisor Shares of any of the Funds through a Service
Organization such as a bank, trust company, broker-dealer, or other financial
organization having an arrangement with Schroder Fund Advisors Inc., the Trust's
principal underwriter. If you do not have a Service Organization, Schroder Fund
Advisors Inc. can provide you with a list of available firms. Your Service
Organization is responsible for forwarding all of the necessary documentation to
the Trust, and may charge for its services.

Advisor Shares are sold at their net asset value per share next
determined after the Trust receives your order. The minimum initial investment
in Advisor Shares of a Fund is $2,500, except that the minimum for an IRA
account is $2,000. In order for you to receive the net asset value determined on
any day, Schroder Fund Advisors Inc. must receive your order before the close of
regular trading on the New York Stock Exchange.

If the Advisor Shares you purchase will be held in your own name
(rather than in the name of your Service Organization), your payment for the
shares must be accompanied by a completed Account Application in proper form.
None of the Funds issues share certificates. The Trust or Boston Financial Data
Services, Inc., the Trust's transfer agent (the "Transfer Agent"), may request
additional documentation, such as copies of corporate resolutions and
instruments of authority, from corporations, administrators, executors, personal
representatives, directors, or custodians. You may obtain an Account Application
from the Transfer Agent or your Service Organization.

OTHER PURCHASE INFORMATION

Each Fund reserves the right to reject any purchase, in whole or in
part, and to suspend the offering of its shares for any period of time. A Fund
may also change or waive any minimum investment amounts from time to time.

HOW TO SELL SHARES

You can sell your Advisor Shares back to a Fund any day the New York
Stock Exchange is open, either through your Service Organization or directly to
the Fund. If your shares are held in the name of a Service Organization, you may
only sell the shares through that Service Organization. The Trust will only
redeem shares for which it has received payment.

The price you will receive when you sell your shares is the net asset
value per share next determined after the Transfer Agent receives the redemption
request in proper form. Each Fund will make payment for redeemed shares within
seven days thereafter. Under unusual circumstances, the Trust may suspend
redemptions, or postpone payment for more than seven days, as permitted by law.

-17-

<PAGE> 43
If you purchase shares of a Fund by check (including certified check) and redeem
them shortly thereafter, the Fund will delay payment of the redemption proceeds
for up to fifteen days after the Fund receives the check or until the check has
cleared, whichever occurs first. If you redeem shares through your Service
Organization, your Service Organization is responsible for ensuring that the
Transfer Agent receives your redemption request in proper form and at the
appropriate time.

If you own fewer shares than a minimum amount set by the Trustees
(presently 50 shares) 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 your 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.

SELLING SHARES THROUGH YOUR SERVICE ORGANIZATION

Your Service Organization and the Transfer Agent must receive your
redemption request before the close of regular trading on the New York Stock
Exchange to receive that day's net asset value. Your Service Organization will
be responsible for furnishing all necessary documentation to the Transfer Agent,
and may charge you for its services.

SELLING SHARES DIRECTLY TO A FUND

If your Advisor Shares are held in your own name (rather than in the
name of your Service Organization), you may redeem your shares by mailing a
written request for redemption to the Transfer Agent that:

(1) states the number of shares or dollar amount to be redeemed;

(2) identifies your account number; and

(3) is signed by you and all other owners of the account exactly as
their names appear on the account.

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 required 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.

WIRE TRANSFERS

If your Service Organization receives Federal Reserve wires, you may
instruct that your redemption proceeds be forwarded by wire to your account with
your Service Organization; you may

-18-

<PAGE> 44
also instruct that your redemption proceeds be forwarded to you by a wire
transfer. Please provide complete wiring instructions for your Service
Organization or your own account, as appropriate.

EXCHANGES

You can exchange your Advisor Shares of any Fund for Advisor Shares of
any other Fund, or another series in the Schroder family of funds, at any time
at their respective net asset values. Contact your Service Organization or the
Transfer Agent for details. 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.

ADDITIONAL INFORMATION ABOUT ADVISOR SHARES

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

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

Distribution Plans. Each Fund has adopted a Distribution Plan which
allows the Fund to pay distribution fees for the sale and distribution of its
Advisor Shares. Under the Plans, each Fund may pay Schroder Fund Advisors Inc.
compensation in an amount limited in any fiscal year to the annual rate of 0.50%
of the Fund's average daily net assets attributable to its Advisor Shares. THE
FUNDS PRESENTLY MAKE NO PAYMENTS UNDER THE DISTRIBUTION PLANS, although the
Trustees may at any time authorize payments at an annual rate of up to 0.50% of
a Fund's average daily net assets attributable to its Advisor Shares. To the
extent that payments are made in the future under the Plans, they would be paid
out of a Fund's assets attributable to its Advisor Shares on an ongoing basis,
would increase the cost of your investment, and may cost you more than paying
other types of sales charges imposed by other funds.

-19-

<PAGE> 45
Payments under a Fund's Shareholder Servicing Plan for Advisor Shares
will be deemed to have been made pursuant to its Distribution Plan to the extent
such payments may be deemed to be primarily intended to result in the sale of
the Fund's Advisor Shares.

DIVIDENDS AND DISTRIBUTIONS

- Schroder Investment Grade Income Fund. This Fund distributes net
investment income monthly and any net realized capital gains at least once a
year.

YOU CAN CHOOSE FROM THREE DISTRIBUTION OPTIONS:

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

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

- Receive all distributions in cash.

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

TAXES

- Taxes when you sell or exchange your shares. Any gain resulting from
the sale or exchange of your shares of the Funds will also generally be subject
to federal income tax.

-20-

<PAGE> 46
- Consult your tax advisor about other possible tax consequences. This
is a summary of certain federal income 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 taxes.

YEAR 2000 DISCLOSURE

The Funds receive services from Schroder, Schroder Fund Advisors Inc.,
the Transfer Agent, State Street Bank and Trust Company, and other providers
which rely on the smooth functioning of their respective systems and the systems
of others to perform those services. It is generally recognized that certain
systems in use today may not perform their intended functions adequately after
the Year 1999 because of the inability of the software to distinguish the Year
2000 from the Year 1900. Schroder is taking steps that it believes are
reasonably designed to address this potential "Year 2000" problem and to obtain
satisfactory assurances that comparable steps are being taken by each of the
Funds' other major service providers. There can be no assurance, however, that
these steps will be sufficient to avoid any adverse impact on the Funds from
this problem.

-21-

<PAGE> 47
FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
financial performance of Schroder Small Capitalization Value Fund and Schroder
MidCap Value Fund since the inception date of Advisor Shares of those Funds. (No
Advisor Shares of Schroder Large Capitalization Equity Fund or Schroder
Investment Grade Income Fund were outstanding through October 31, 1998). Certain
information reflects financial results for a single Fund share. The total
returns represent the rate that an investor would have earned or lost on an
investment in Advisor Shares of a Fund, assuming reinvestment of all dividends
and distributions. This information has been audited by Arthur Andersen LLP,
whose report, along with each Fund's financial statements, are included in the
Funds' annual report to shareholders. The annual report is available upon
request.

[NOTE: Financial Highlights through the fiscal year ended 10/31/98 to be
provided in a post- effective amendment filed under Rule 485(b) prior to the
effective date of this Amendment].

-22-

=============================================================================================

FUNDS AVAILABLE THROUGH SCHRODER FUND ADVISORS INC.
PLEASE CALL 1-800-730-2932 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 Large Capitalization Equity Fund
Schroder Emerging Markets Fund Schroder Small Capitalization Value Fund
Schroder International Bond Fund Schroder MidCap Value Fund
Schroder International Smaller Companies Fund Schroder Investment Grade Income Fund
Schroder U.S. Diversified Growth Fund
Schroder Micro Cap Fund SCHRODER SERIES TRUST II
Schroder U.S. Smaller Companies Fund Schroder All-Asia Fund

=============================================================================================

</TABLE>

<PAGE> 49
[Back Cover]

[Logo]

SCHRODER SERIES TRUST

Schroder Large Capitalization Equity Fund

Schroder Small Capitalization Value Fund

Schroder MidCap Value Fund

Schroder Investment Grade Income Fund

Schroder Series Trust ADVISOR SHARES
P.O. Box 8507
Boston, MA 02266 PROSPECTUS
800-464-3108
March 1, 1999
0399WS

File No. 811-7840

<PAGE> 50
SCHRODER SERIES TRUST

Schroder Large Capitalization Equity Fund
Schroder Small Capitalization Value Fund
Schroder MidCap Value Fund
Schroder Investment Grade Income Fund
Schroder Short-Term Investment Fund

FORM N-1A
PART B

STATEMENT OF ADDITIONAL INFORMATION

MARCH 1, 1999

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

Certain disclosure has been incorporated by reference into this SAI from the
Funds' annual report. For a free copy of the annual report, please call
1-800-464-3108.

<PAGE> 51

TABLE OF CONTENTS

TRUST HISTORY................................................................ 1

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

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

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

INVESTMENT RESTRICTIONS...................................................... 17

TRUSTEES AND OFFICERS........................................................ 20

SCHRODER AND ITS AFFILIATES.................................................. 23

MANAGEMENT CONTRACTS......................................................... 23

PRINCIPAL UNDERWRITER........................................................ 25

BROKERAGE ALLOCATION AND OTHER PRACTICES..................................... 27

DETERMINATION OF NET ASSET VALUE............................................. 29

REDEMPTIONS IN KIND.......................................................... 31

TAXES ....................................................................... 31

PRINCIPAL HOLDERS OF SECURITIES.............................................. 33

PERFORMANCE INFORMATION...................................................... 34

CUSTODIAN.................................................................... 36

TRANSFER AGENT AND DIVIDEND-PAYING AGENT..................................... 36

INDEPENDENT AUDITORS......................................................... 36

SHAREHOLDER LIABILITY........................................................ 36

FINANCIAL STATEMENTS......................................................... 36
</TABLE>

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SCHRODER SERIES TRUST

STATEMENT OF ADDITIONAL INFORMATION

TRUST HISTORY

Schroder Series Trust is a Massachusetts business trust organized under
the laws of The Commonwealth of Massachusetts on May 6, 1993. The Trust's
Agreement and Declaration of Trust, which is governed by Massachusetts law, is
on file with the Secretary of State of The Commonwealth of Massachusetts. The
Trust's principal office is located at 787 Seventh Avenue, New York, New York
10019 (which is also the address of Schroder's principal office), and its
telephone number is (212) 641-3900. Prior to March 1997, the name of the Trust
was "WSIS Series Trust."

FUND CLASSIFICATION

The Trust currently offers shares of beneficial interest of five series
(the "Funds") with separate investment objectives and policies. Each Fund is an
open-end, management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"). Each Fund is also a "diversified" investment
company under the 1940 Act. This means that with respect to 75% of a Fund's
total assets, the Fund may not invest in securities of any issuer if,
immediately after such investment, more than 5% of the total assets of the Fund
(taken at current value) would be invested in the securities of that issuer
(this limitation does not apply to investments in U.S. Government securities). A
Fund is not subject to this limitation with respect to the remaining 25% of its
total assets. To the extent a Fund invests a significant portion of its assets
in the securities of a particular issuer, it will be subject to an increased
risk of loss if the market value of the issuer's securities declines.

CAPITALIZATION AND SHARE CLASSES

The Trust has an unlimited number of shares of beneficial interest that
may, without shareholder approval, be divided into an unlimited number of series
of such shares, which, in turn, may be divided into an unlimited number of
classes of such shares. Each Fund's shares (except the Short-Term Investment
Fund) are presently divided into two classes, Investor Shares and Advisor
Shares. The Short-Term Investment Fund does not offer Advisor Shares. Each class
is offered through a separate Prospectus. Unlike Investor Shares, Advisor Shares
are currently subject to shareholder service fees, so that the performance of a
Fund's Investor Shares should be more favorable than that of the Fund's Advisor
Shares over the same time period.

A Fund may suspend the sale of shares at any time and may refuse any
order to purchase shares. Under unusual circumstances, the Trust may suspend
redemption of Fund shares or postpone redemption payments for more than seven
days, as permitted by law. If you own fewer shares than a minimum amount set by
the Trustees (presently 50 shares) 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.

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Shares entitle their holders to one vote per share, with fractional
shares voting proportionally; however, a separate vote will be taken by each
Fund or class of shares on matters affecting the particular Fund or class, as
determined by the Trustees. For example, a change in a fundamental investment
policy of a Fund would be voted upon only by shareholders of that Fund and a
change to a distribution plan relating to a particular class and requiring
shareholder approval would be voted upon only by shareholders of that class.
Shares have noncumulative voting rights. Although the Trust is not required to
hold annual meetings of its shareholders, shareholders have the right to call a
meeting to elect or remove Trustees or to take other actions as provided in the
Declaration of Trust. Shares have no preemptive, subscription, or conversion
rights, and are transferable.

Shares are entitled to dividends as declared by the Trustees, and if a
Fund were liquidated, each class of shares of the Fund would receive the net
assets of the Fund attributable to the class. Because Investor Shares and
Advisor Shares are subject to different expenses, a Fund's dividends and other
distributions will normally differ between the two classes.

MISCELLANEOUS INVESTMENTS, INVESTMENT PRACTICES AND RISKS

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

CERTAIN DERIVATIVE INSTRUMENTS

Derivatives instruments are financial instruments whose value depends
upon, or is derived from, the value of an underlying asset, such as a security,
index or currency. Each Fund may engage in transactions involving the use of
various derivative instruments described below. These transactions may be used
by a Fund for hedging purposes or, to the extent permitted by applicable law, to
increase its current return. In addition to the transactions described in this
section, Funds may also engage in derivative transactions involving foreign
currencies. See "Foreign Currency Transactions."

OPTIONS

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

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

A call option gives the holder the right to purchase, and obligates the
writer to sell, a security at the exercise price at any time before the
expiration date. A call option is "covered" if the writer,

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at all times while obligated as a writer, either owns the underlying securities
(or comparable securities satisfying the cover requirements of the securities
exchanges), or has the right to acquire such securities through immediate
conversion of securities.

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

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

COVERED PUT OPTIONS. A Fund may write covered put options in order to
enhance its current return. Such options transactions may also be used as a
limited form of hedging against an increase in the price of securities that the
Fund plans to purchase. A put option gives the holder the right to sell, and
obligates the writer to buy, a security at the exercise price at any time before
the expiration date. A put option is "covered" if the writer segregates cash and
high-grade short-term debt obligations or other permissible collateral equal to
the price to be paid if the option is exercised.

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

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

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

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

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

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

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

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

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

As described below, each Fund generally expects that its options
transactions will be conducted on recognized exchanges. In certain instances,
however, a Fund may purchase and sell options in the over-the-counter markets.
Options which are not traded on national securities exchanges may be closed out
only with the other party to the option transaction. For that reason, it may be
more difficult to close out over-the-counter options than exchange-traded
options. Options in the

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over-the-counter market may also involve the risk that securities dealers
participating in such transactions would be unable to meet their obligations to
a Fund. Furthermore, over-the-counter options are not subject to the protection
afforded purchasers of exchange-traded options by The Options Clearing
Corporation. A Fund will, however, engage in over-the-counter options
transactions only when appropriate exchange-traded options transactions are
unavailable and when, in the opinion of Schroder, the pricing mechanism and
liquidity of the over-the-counter markets are satisfactory and the participants
are responsible parties likely to meet their contractual obligations. A Fund
will treat over-the-counter options (and, in the case of options sold by the
Fund, the underlying securities held by the Fund) as illiquid investments as
required by applicable law.

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

FUTURES CONTRACTS

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

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

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

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

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

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

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

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

Depending on the change in the value of the index between the time when
a Fund enters into and terminates an index futures transaction, the Fund may
realize a gain or loss. The following example illustrates generally the manner
in which index futures contracts operate. The Standard & Poor's 100 Stock Index
is composed of 100 selected common stocks, most of which are listed on the New
York Stock Exchange. The S&P 100 Index assigns relative weightings to the common
stocks included in the Index, and the Index fluctuates with changes in the
market values of those common stocks. In the case of the S&P 100 Index,
contracts are to buy or sell 100 units. Thus, if the value of the S&P 100 Index
were $180, one contract would be worth $18,000 (100 units x $180). The stock
index futures contract specifies that no delivery of the actual stocks making up
the index will take place. Instead, settlement in cash must occur upon the
termination of the contract, with the settlement being the difference between
the contract price and the actual level of the stock index at the expiration of
the contract. For example, if a Fund enters into a futures contract to buy 100
units of the S&P 100 Index at a specified future date at a contract price of
$180 and the S&P 100 Index is at $184 on that future date, the Fund will gain
$400 (100 units x gain of $4). If the Fund enters into a futures contract to
sell 100 units of the stock index at a specified future date at a contract price
of $180 and the S&P 100 Index is at $182 on that future date, the Fund will lose
$200 (100 units x loss of $2).

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

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

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

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

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

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

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

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

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

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

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SPECIAL RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS

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

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

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

Successful use of futures contracts and options by a Fund for hedging
purposes is also subject to Schroder's ability to predict correctly movements in
the direction of the market. It is possible that, where a Fund has purchased
puts on futures contracts to hedge its portfolio against a decline in the
market, the securities or index on which the puts are purchased may increase in
value and the value of securities held in the portfolio may decline. If this
occurred, the Fund would lose money on the puts and also experience a decline in
value in its portfolio securities. In addition, the prices of futures, for a
number of reasons, may not correlate perfectly with movements in the underlying
securities or index due to certain market distortions. First, all participants
in the futures market are subject to margin deposit requirements. Such
requirements may cause investors to close futures contracts through offsetting
transactions which could distort the normal relationship between the underlying
security or index and the futures markets. Second, the margin requirements in
the futures markets are less onerous than margin requirements in the securities
markets in general, and as a result the futures markets may attract more
speculators than the securities markets do. Increased participation by
speculators in the futures markets may also cause temporary price distortions.
Due to

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the possibility of price distortion, even a correct forecast of general market
trends by Schroder may still not result in a successful hedging transaction over
a very short time period.

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

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

FORWARD COMMITMENTS

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

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

CERTAIN INVESTMENTS IN FIXED-INCOME SECURITIES

In addition to Schroder Investment Grade Income Fund and Schroder
Short-Term Investment Fund (each of which invests primarily in fixed-income
securities), each of the remaining Funds may invest a portion of its assets in
fixed-income securities if Schroder believes they would help achieve the Fund's
objective. The general risks associated with investments in fixed-income
securities are described in the Prospectuses. Fixed-income securities in which
these Funds may invest will be rated, at the time of investment, at least Baa by
Moody's Investors Service, Inc. or BBB by Standard & Poor's Ratings Services or,
if unrated, determined by Schroder at the time of investment to be of comparable
quality. Securities rated Baa or BBB lack outstanding investment
characteristics, have

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speculative characteristics, and are subject to greater credit and market risks
than higher-rated securities. These Funds may also hold a portion of their
assets in cash or money market instruments.

REPURCHASE AGREEMENTS

Each Fund may enter into repurchase agreements. A repurchase agreement
is a contract under which the Fund acquires a security for a relatively short
period (usually not more than one week) subject to the obligation of the seller
to repurchase and the Fund to resell such security at a fixed time and price
(representing the Fund's cost plus interest). It is the Trust's present
intention to enter into repurchase agreements only with member banks of the
Federal Reserve System and securities dealers meeting certain criteria as to
creditworthiness and financial condition established by the Trustees of the
Trust, and only with respect to obligations of the U.S. government or its
agencies or instrumentalities or other high quality short-term debt obligations.
Repurchase agreements may also be viewed as loans made by a Fund which are
collateralized by the securities subject to repurchase. Schroder will monitor
such transactions to ensure that the value of the underlying securities will be
at least equal at all times to the total amount of the repurchase obligation,
including the interest factor. If the seller defaults, a Fund could realize a
loss on the sale of the underlying security to the extent that the proceeds of
sale including accrued interest are less than the resale price provided in the
agreement including interest. In addition, if the seller should be involved in
bankruptcy or insolvency proceedings, a Fund may incur delay and costs in
selling the underlying security or may suffer a loss of principal and interest
if a Fund is treated as an unsecured creditor and required to return the
underlying collateral to the seller's estate.

WHEN-ISSUED SECURITIES

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

LOANS OF FUND PORTFOLIO SECURITIES

A Fund may lend its portfolio securities, provided: (1) the loan is
secured continuously by collateral consisting of U.S. Government Securities,
cash, or cash equivalents adjusted daily to have market value at least equal to
the current market value of the securities loaned; (2) the Fund may at

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

FOREIGN SECURITIES

Each Fund may invest without limit in securities principally traded in
foreign markets, although it is not currently expected that any of the Funds
will invest in securities of foreign issuers to a substantial degree. Each Fund
may also invest without limit in Eurodollar certificates of deposit and other
certificates of deposit issued by United States branches of foreign banks and
foreign branches of United States banks.

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

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

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

FOREIGN CURRENCY TRANSACTIONS

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

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

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

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

When it engages in position hedging, a Fund enters into foreign
currency exchange transactions to protect against a decline in the values of the
foreign currencies in which securities held by a Fund are denominated or are
quoted in their principal trading markets or an increase in the value of
currency for securities which a Fund expects to purchase. In connection with
position hedging, a

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Fund may purchase put or call options on foreign currency and foreign currency
futures contracts and buy or sell forward contracts and foreign currency futures
contracts. A Fund may also purchase or sell foreign currency on a spot basis.

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

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

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

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

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

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

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

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

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

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

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

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

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markets for the underlying currencies remain open, significant price and rate
movements may take place in the underlying markets that cannot be reflected in
the U.S. options markets.

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

ZERO-COUPON SECURITIES

Zero-coupon securities in which a Fund may invest are debt obligations
which are generally issued at a discount and payable in full at maturity, and
which do not provide for current payments of interest prior to maturity.
Zero-coupon securities usually trade at a deep discount from their face or par
value and are subject to greater market value fluctuations from changing
interest rates than debt obligations of comparable maturities which make current
distributions of interest. As a result, the net asset value of shares of a Fund
investing in zero-coupon securities may fluctuate over a greater range than
shares of other Funds of the Trust and other mutual funds investing in
securities making current distributions of interest and having similar
maturities.

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

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

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

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acquire, in effect, discount obligations that are economically identical to the
zero-coupon securities issued directly by the obligor.

TEMPORARY DEFENSIVE STRATEGIES

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

LIQUIDITY

A Fund will not invest more than 15% of its net assets in securities
determined by Schroder to be illiquid. Certain securities that are restricted as
to resale may nonetheless be resold by a Fund in accordance with Rule 144A under
the Securities Act of 1933, as amended. Such securities may be determined by
Schroder to be liquid for purposes of compliance with the limitation on a Fund's
investment in illiquid securities. There can, however, be no assurance that a
Fund will be able to sell such securities at any time when Schroder deems it
advisable to do so or at prices prevailing for comparable securities that are
more widely held.

INVESTMENT RESTRICTIONS

The Trust has adopted the following investment restrictions which may
not be changed without the affirmative vote of a "majority of the outstanding
voting securities" of the affected Fund, which is defined in the 1940 Act to
mean the affirmative vote of the lesser of (1) more than 50% of the outstanding
shares and (2) 67% or more of the shares present at a meeting if more than 50%
of the outstanding shares are represented at the meeting in person or by proxy.
A Fund may not:

1. (a) (For all Funds except the MidCap Value Fund). Borrow money
in excess of 10% of the value (taken at the lower of cost or
current value) of its total assets (not including the amount
borrowed) at the time the borrowing is made, and then only
from banks as a temporary measure (not for leverage) in
situations which might otherwise require the untimely
disposition of portfolio investments or for extraordinary or
emergency purposes. Such borrowings will be repaid before any
additional investments are purchased.

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(b) (For the MidCap Value Fund only). Borrow money in excess
of 10% of the value of its total assets (not including the
amount borrowed) at the time the borrowing is made, and then
only from banks as a temporary measure (not for leverage) in
situations which might otherwise require the untimely
disposition of portfolio investments or for extraordinary or
emergency purposes. Such borrowings will be repaid before any
additional investments are purchased.

2. (a) (For all Funds except the MidCap Value Fund). Pledge,
hypothecate, mortgage, or otherwise encumber its assets in
excess of 15% of its total assets (taken at the lower of cost
and current value) and then only in connection with borrowings
permitted by restriction 1(a) above.

(b) (For the MidCap Value Fund only). Pledge, hypothecate,
mortgage, or otherwise encumber its assets in excess of 15% of
its total assets and then only in connection with borrowings
permitted by restriction 1(b) above.

3. Purchase securities on margin, except such short-term credits
as may be necessary for the clearance of purchases and sales
of securities, and except that it may make margin payments in
connection with transactions in futures contracts, options,
and other financial instruments.

4. (For all Funds except the MidCap Value Fund). Make short sales
of securities or maintain a short position for the account of
a Fund unless at all times when a short position is open it
owns an equal amount of such securities or owns securities
which, without payment of any further consideration, are
convertible into or exchangeable for securities of the same
issue as, and in equal amount to, the securities sold short.

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

6. Purchase or sell real estate or interests in real estate
limited partnerships, although it may purchase securities of
issuers which deal in real estate, securities which are
secured by interests in real estate, and securities
representing interests in real estate, and it may acquire and
dispose of real estate or interests in real estate acquired
through the exercise of its rights as a holder of debt
obligations secured by real estate or interests therein.

7. Purchase or sell commodities or commodity contracts, except
that it may purchase or sell financial futures contracts and
options and other financial instruments.

8. Make loans, except by purchase of debt obligations in which a
Fund may invest consistent with its investment policies, by
entering into repurchase agreements with respect to not more
than 25% of its total assets (taken at current value), or
through the lending of its portfolio securities with respect
to not more than 25% of its total assets.

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9. (For all Funds except the MidCap Value Fund). Invest in
securities of any issuer, if officers and Trustees of the
Trust and officers and directors of Schroder who beneficially
own more than 0.5% of the securities of that issuer together
own more than 5% of such securities.

10. (For all Funds except the MidCap Value Fund). As to 75% of its
assets, invest in securities of any issuer if, immediately
after such investment, more than 5% of the total assets of a
Fund (taken at current value) would be invested in the
securities of such issuer; provided that this limitation does
not apply to securities issued or guaranteed as to principal
or interest by the U.S. Government or its agencies or
instrumentalities.

11. (For all Funds except the MidCap Value Fund). Acquire more
than 10% of the voting securities of any issuer.

12. Invest more than 25% of the value of its total assets in
securities of issuers in any one industry. (Securities issued
or guaranteed as to principal or interest by the U.S.
Government or its agencies or instrumentalities are not
considered to represent industries.)

13. (For all Funds except the MidCap Value Fund). Buy or sell oil,
gas, or other mineral leases, rights, or royalty contracts,
although it may purchase securities of issuers which deal in,
represent interests in, or are secured by interests in such
leases, rights, or contracts, and it may acquire or dispose of
such leases, rights, or contracts acquired through the
exercise of its rights as a holder of debt obligations secured
thereby.

14. (For all Funds except the MidCap Value Fund). Make investments
for the purpose of gaining control of a company's management.

15. Issue any class of securities which is senior to the Fund's
shares of beneficial interest. (For the purpose of this
restriction, none of the following is deemed to be, or to
create a class of, senior securities: any borrowing permitted
by restriction (1) above; any pledge or other encumbrance of
assets permitted by restriction (2) above; any collateral
arrangement with respect to options, futures contracts,
options on futures contracts, or other financial instruments,
or with respect to initial or variation margin; and the
purchase or sale of, or the Fund's otherwise entering into,
options, forward contracts, futures contracts, options on
futures contracts, or other financial instruments.

In addition, it is contrary to the Trust's present policy, which may be
changed without shareholder approval, for any of the Funds to invest more than
15% of its net assets in securities which are not readily marketable, including
securities restricted as to resale (other than securities restricted as to
resale but determined by the Trustees, or persons designated by the Trustees to
make such determinations, to be readily marketable).

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All percentage limitations on investments will apply at the time of
investment and shall not be considered violated unless an excess or deficiency
occurs or exists immediately after and as a result of such investment. Except
for investment restrictions 1 through 15 listed above, the other investment
policies described in the Prospectuses and this Statement are not fundamental
and may be changed by the Trustees without shareholder approval. As a matter of
policy, the Trustees would not materially change a Fund's investment objective
without shareholder approval.

TRUSTEES AND OFFICERS

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

The Trustees and executive officers of the Trust and their principal
occupations during the last five years are set forth below. The mailing address
of each of the officers and Trustees is 787 Seventh Avenue, New York, New York
10019.

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

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

Peter S. Knight, Trustee. 48. Trustee, Schroder Capital Funds, Schroder
Capital Funds II, and Schroder Capital Funds (Delaware). Partner, Wunder,
Knight, Levine, Thelen & Forcey. Director, Comsat Corp., Medicis Pharmaceutical
Corp., and Whitman Education Group, Inc. Formerly, Campaign Manager,
Clinton/Gore '96.

Peter E. Guernsey, Trustee. 77. Trustee, Schroder Capital Funds,
Schroder Capital Funds II, Schroder Capital Funds (Delaware) and Schroder Series
Trust II. Formerly, Senior Vice President, Marsh & McLennan, Inc.

(*) Sharon L. Haugh, Trustee. 53. Chairman, Schroder Capital Management
Inc. Executive Vice President and Executive Director, Schroder Capital
Management International Inc. Chairman and Director, Schroder Fund Advisors Inc.
Trustee, Schroder Capital Funds, Schroder Capital Funds II, and Schroder Capital
Funds (Delaware).

William L. Means, Trustee. 60. Trustee, Schroder Capital Funds,
Schroder Capital Funds II, Schroder Capital Funds (Delaware), and Schroder
Series Trust II. Formerly, Chief Investment Officer, Alaska Permanent Fund
Corporation, and Investment Officer, State of Alaska, Department of Revenue.

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<PAGE> 72

Clarence F. Michalis, Trustee. 77. Trustee, Schroder Capital Funds,
Schroder Capital Funds II, and Schroder Capital Funds (Delaware). Chairman of
the Board of Directors, Josiah Macy, Jr. Foundation.

Hermann C. Schwab, Trustee. 79. Trustee, Schroder Capital Funds,
Schroder Capital Funds II, and Schroder Capital Funds (Delaware). Trustee, St.
Luke's/Roosevelt Hospital Center. Formerly, consultant to Schroder Capital
Management International Inc.

(*) Mark J. Smith, Trustee and Chairman of the Trust. 36. Director and
Senior Vice President, Schroder Capital Management International Limited and
Schroder Capital Management International Inc. Director, Schroder Investment
Management Ltd., Schroder Fund Advisors Inc., and Schroder Japanese Warrant Fund
Ltd. Trustee, Schroder Capital Funds, Schroder Capital Funds II, and Schroder
Capital Funds (Delaware). Vice President, Schroder Series Trust II.

Ashbel C. Williams, Jr., President of the Trust. 44. President,
Schroder Capital Management Inc. Formerly, Executive Director, Florida State
Board of Administration.

Catherine A. Mazza, Vice President of the Trust. 39. First Vice
President, Schroder Capital Management International Inc. and Schroder Capital
Management Inc. President, Schroder Fund Advisors Inc. Vice President, Schroder
Capital Funds, Schroder Capital Funds II, and Schroder Capital Funds (Delaware).
Formerly, Vice President, Alliance Capital Management L.P.

Alexandra Poe, Clerk of the Trust. 38. Vice President, Schroder Capital
Management International Inc. Senior Vice President, Secretary, and General
Counsel, Schroder Fund Advisors Inc. Vice President and Secretary, Schroder
Capital Funds, Schroder Capital Funds II, and Schroder Capital Funds (Delaware).
Assistant Secretary, Schroder Series Trust II. Formerly, Attorney, Gordon,
Altman, Butowsky, Weitzen, Shalov & Wein; Vice President and Counsel, Citibank,
N.A.

Jane E. Lucas, Vice President of the Trust. 38. Director, Schroder
Capital Management Inc. Director and Senior Vice President, Schroder Capital
Management International Inc. Assistant Director, Schroder Investment Management
Ltd.

Fergal Cassidy, Treasurer and Principal Financial and Accounting
Officer of the Trust. 29. Treasurer and Principal Financial and Accounting
Officer of Schroder Capital Funds, Schroder Capital Funds (Delaware), and
Schroder Capital Funds II. Vice President and Treasurer of Schroder Capital
Management Inc. and Vice President and Comptroller of Schroder Capital
Management International Inc. Treasurer and Chief Financial Officer, Schroder
Fund Advisors Inc. Formerly, Senior Accountant, Concurrency Management Corp.

Alan Mandel, Assistant Treasurer of the Trust. 41. Assistant Treasurer
of Schroder Capital Funds, Schroder Capital Funds (Delaware), and Schroder
Capital Funds II. First Vice President of Schroder Capital Management
International Inc. Formerly, Director of Mutual Fund Administration for Salomon
Brothers Asset Management; Chief Financial Officer and Vice President of Mutual
Capital Management.

Carin Muhlbaum, Assistant Secretary of the Trust. 36. Assistant
Secretary of Schroder Capital Funds, Schroder Capital Funds (Delaware), and
Schroder Capital Funds II. Vice President of

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<PAGE> 73

Schroder Capital Management International Inc. Formerly, an investment
management attorney with Seward & Kissel and prior thereto, with Gordon Altman
Butowsky Weitzen Shalov & Wein.

Nicholas Rossi, Assistant Secretary of the Trust. 35. Associate of
Schroder Capital Management International Inc. since October 1997 and Assistant
Vice President of Schroder Fund Advisors Inc. since March 1998. Formerly, Mutual
Fund Specialist, Willkie Farr & Gallagher; Fund Administrator, Furman Selz LLC.

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

(*) Trustee who is an "interested person" (as defined in the 1940 Act)
of the Trust, Schroder, or Schroder Fund Advisors Inc.

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

Trustees who are not "interested persons" (as defined in the 1940 Act)
of the Trust, Schroder, or Schroder Fund Advisors Inc. receive an annual
retainer of $11,000 for their services as Trustees of all open-end investment
companies distributed by Schroder Fund Advisors Inc., and $1,250 per meeting
attended in person or $500 per meeting attended by telephone. Members of an
Audit Committee for one or more of such investment companies receive an
additional $1,000 per year. Payment of the annual retainer is allocated among
the various investment companies based on their relative net assets. Payment of
meeting fees are allocated only among those investment companies to which the
meeting relates.

The following table sets forth information regarding compensation paid
for the fiscal year ended October 31, 1998 to the disinterested Trustees (Note:
To be provided in a post-effective amendment).

COMPENSATION TABLE

(1) (2) (3)

TOTAL COMPENSATION
AGGREGATE FROM TRUST AND
NAME OF COMPENSATION FUND COMPLEX PAID TO
TRUSTEE FROM TRUST TRUSTEES*
------- ------------ --------------------
<S> <C> <C>
David N. Dinkins $ $
Peter E. Guernsey** $ $
John I. Howell $ $
Peter S. Knight $ $
</TABLE>

-22-

(1) (2) (3)

TOTAL COMPENSATION
AGGREGATE FROM TRUST AND
NAME OF COMPENSATION FUND COMPLEX PAID TO
TRUSTEE FROM TRUST TRUSTEES*
------- ------------ --------------------
<S> <C> <C>

William L. Means** $0 $
Clarence F. Michalis** $ $
Hermann C. Schwab** $ $
</TABLE>

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

** Messrs. Guernsey, Michalis, and Schwab were elected Trustees of the Trust in
December 1997. Mr. Means was elected Trustee of the Trust in December 1998.

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

SCHRODER AND ITS AFFILIATES

Schroder has served as the investment adviser for the Trust and each of
the Funds since their inceptions. Schroder is a wholly owned subsidiary of
Schroder US Holdings Inc., which engages through its subsidiary firms in the
investment banking, asset management, and securities businesses. Affiliates of
Schroder US Holdings Inc. (or their predecessors) have been investment managers
since 1927. Schroder itself has been an investment manager since 1962, and
served as investment manager for approximately $___ billion as of December 31,
1998. Schroder US Holdings Inc. is an indirect, wholly owned U.S. subsidiary of
Schroders plc, a publicly owned holding company organized under the laws of
England. Schroders plc and its affiliates engage in international merchant
banking and investment management businesses, and as of December 31, 1998, had
under management assets of approximately $____ billion.

Schroder Fund Advisors Inc., an affiliate of Schroder that serves as
the Trust's principal underwriter, is a wholly owned subsidiary of Schroder
Capital Management International Inc. Schroder Capital Management International
Inc. is also a wholly owned subsidiary of Schroder US Holdings Inc. See
"Principal Underwriter" below.

MANAGEMENT CONTRACTS

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

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<PAGE> 75

In providing investment advisory services to the various Funds of the
Trust, Schroder regularly provides the Funds with investment research, advice,
and supervision and furnishes continuously investment programs consistent with
the investment objectives and policies of the various Funds, and determines, for
the various Funds, what securities shall be purchased, what securities shall be
held or sold, and what portion of a Fund's assets shall be held uninvested,
subject always to the provisions of the Trust's Agreement and Declaration of
Trust and By-laws, and of the 1940 Act, as amended, and to a Fund's investment
objectives, policies, and restrictions, and subject further to such policies and
instructions as the Trustees may from time to time establish.

Schroder makes available to the Trust, without expense to the Trust,
the services of such of its directors, officers, and employees as may duly be
elected Trustees or officers of the Trust, subject to their individual consent
to serve and to any limitations imposed by law. Schroder pays the compensation
and expenses of officers and executive employees of the Trust. Schroder also
provides investment advisory research and statistical facilities and all
clerical services relating to such research, statistical, and investment work.
Schroder pays the Trust's office rent.

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

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

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

The Management Contracts provide that Schroder shall not be subject to
any liability for any error of judgment or mistake of law or for any loss
suffered by the Trust in connection with rendering services to the Trust in the
absence of willful misfeasance, bad faith, gross negligence, or reckless
disregard of its duties.

The Management Contracts may be terminated without penalty by vote of
the Trustees as to any Fund by the shareholders of that Fund, or by Schroder on
60 days' written notice. Each Management Contract also terminates without
payment of any penalty in the event of its assignment. In addition, each
Management Contract may be amended only by a vote of the shareholders of the

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<PAGE> 76

affected Fund(s), and each Management Contract provides that it will
continue in effect from year to year only so long as such continuance is
approved at least annually with respect to a Fund by vote of either the Trustees
or the shareholders of the Fund, and, in either case, by a majority of the
Trustees who are not "interested persons" of Schroder. In each of the foregoing
cases, the vote of the shareholders is the affirmative vote of a "majority of
the outstanding voting securities" as defined in the 1940 Act.

Recent Management Fees. For its fiscal years ended October 31, 1998,
1997, and 1996, respectively, pursuant to the relevant Management Contract, each
Fund paid fees to Schroder as follows (reflecting reductions in such fees
pursuant to expense limitations and/or waivers in effect during such periods):
Schroder Large Capitalization Equity Fund - $__________, $386,774, and $318,145;
Schroder Small Capitalization Value Fund - $__________, $738,419, and $471,712;
Schroder Investment Grade Income Fund - $__________, $68,842, and $97,566;
Schroder Short- Term Investment Fund - $__________, $115,947, and $133,208; and
Schroder MidCap Value Fund $__________, $0, and N/A (the MidCap Value Fund
commenced operations in August 1997).

Schroder waived its fees in the following amounts during the fiscal
years ended October 31, 1998, 1997, and 1996, respectively, pursuant to expense
limitations and/or waivers in effect during such periods: Schroder Large
Capitalization Equity Fund - $____, $0, and $0; Schroder Small Capitalization
Value Fund - $____, $0, and $0; Schroder Investment Grade Income Fund - $____,
$51,045, and $29,635; Schroder Short-Term Investment Fund - $____, $8,528, and
$0; and Schroder MidCap Value Fund $____, $14,908, and N/A. Also, Schroder paid
an additional $_______ in fiscal 1998 and $34,610 in fiscal 1997 in other Fund
expenses with respect to the MidCap Value Fund in order to effect the expense
limitation for that Fund.

PRINCIPAL UNDERWRITER

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

Distribution Plan for Advisor Shares. Each Fund (except for the
Short-Term Investment Fund) has adopted a Distribution Plan under Rule 12b-1 of
the 1940 Act pursuant to which the Fund may pay the Distributor compensation in
an amount limited in any fiscal year to the annual rate of 0.50% of the Fund's
average daily net assets attributable to Advisor Shares. The Funds have neither
made nor presently make payments under the Distribution Plans, although the
Trustees may at any time authorize payments at an annual rate of up to 0.50% of
a Fund's average daily net assets attributable to Advisor Shares. The
Distribution Plans also relate to payments made pursuant to the Trust's
Shareholder Servicing Plan for Advisor Shares (see below), to the extent such
payments may be deemed to be primarily intended to result in the sale of a
Fund's Advisor Shares. See "Shareholder Servicing Plan for Advisor Shares"
below.

The various costs and expenses that may be paid or reimbursed under the
Distribution Plans include advertising expenses, costs of printing prospectuses
and other materials to be given or sent to

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<PAGE> 77

prospective investors, expenses of sales employees or agents of the
Distributor, including salary, commissions, travel and related expenses in
connection with the distribution of Advisor Shares, payments to broker-dealers
who advise shareholders regarding the purchase, sale, or retention of Advisor
Shares, and payments to banks, trust companies, broker-dealers (other than the
Distributor), or other financial organizations.

A Distribution Plan may not be amended to increase materially the
amount of distribution expenses permitted thereunder without the approval of a
majority of the outstanding Advisor Shares of the relevant Fund. Any other
material amendment to a Distribution Plan must be approved both by a majority of
the Trustees and a majority of those Trustees ("Qualified Trustees") who are not
"interested persons" (as defined in the 1940 Act) of the Trust, and who have no
direct or indirect financial interest in the operation of the Distribution Plan
or in any related agreement, by vote cast in person at a meeting called for the
purpose. Each Distribution Plan will continue in effect for successive one-year
periods provided each such continuance is approved by a majority of the Trustees
and the Qualified Trustees by vote cast in person at a meeting called for the
purpose. Each Distribution Plan may be terminated at any time by vote of a
majority of the Qualified Trustees or by vote of a majority of the Fund's
outstanding Advisor Shares.

Shareholder Servicing Plan for Advisor Shares. Each Fund (except for
the Short-Term Investment Fund) has also adopted a Shareholder Servicing Plan
(the "Service Plan") for its Advisor Shares. Under the Service Plan, each Fund
pays fees to the Distributor at an annual rate of up to 0.25% of the average
daily net assets of the Fund attributable to its Advisor Shares. The Distributor
may enter into shareholder service agreements with various financial
institutions ("Service Organizations") pursuant to which the Service
Organizations provide administrative support services to their customers who are
shareholders of Advisor Shares of the Funds.

In return for providing these support services, a Service Organization
may receive payments from the Distributor at a rate not exceeding 0.25% of the
average daily net assets of the Advisor Shares of each Fund for which the
Service Organization is the Service Organization of record. These administrative
services may include, but are not limited to, the following functions:
establishing and maintaining accounts and records relating to clients of the
Service Organization; answering shareholder inquiries regarding the manner in
which purchases, exchanges, and redemptions of Advisor Shares of the Trust may
be effected and other matters pertaining to the Trust's services; providing
necessary personnel and facilities to establish and maintain shareholder
accounts and records; assisting shareholders in arranging for processing
purchase, exchange, and redemption transactions; arranging for the wiring of
funds; guaranteeing shareholder signatures in connection with redemption orders
and transfers and changes in shareholder-designated accounts; integrating
periodic statements with other customer transactions; and providing such other
related services as the shareholder may request.

Some Service Organizations may impose additional conditions or fees,
such as requiring clients to invest more than the minimum amounts required by
the Trust for initial or subsequent investments or charging a direct fee for
services. Such fees would be in addition to any amounts which might be paid to
the Service Organization by the Distributor. Please contact your Service
Organization for details.

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<PAGE> 78

The Service Plan was initially adopted for each Fund (except for the
Short-Term Investment Fund) in September 1997. In the fiscal years ended October
31, 1998 and 1997, respectively, the Trust paid an aggregate of $________ and
$________ to the Distributor under the Service Plan, all of which was, in turn,
paid by the Distributor to Service Organizations. All such payments were made by
the Small Capitalization Value Fund, the only Fund with Advisor Shares
outstanding during these periods.

BROKERAGE ALLOCATION AND OTHER PRACTICES

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

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

Schroder places all orders for the purchase and sale of portfolio
securities for the Trust and buys and sells securities for the Trust through a
substantial number of brokers and dealers. In so doing, it uses its best efforts
to obtain for the Trust the best price and execution available. In seeking the
best price and execution, Schroder, having in mind the Trust's best interests,
considers all factors it deems relevant, including, by way of illustration,
price, the size of the transaction, the nature of the market for the security,
the amount of the commission, the timing of the transaction taking into account
market prices and trends, the reputation, experience, and financial stability of
the broker- dealer involved, and the quality of service rendered by the
broker-dealer in other transactions.

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<PAGE> 79

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

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

To the extent permitted by law, the Funds may engage in brokerage
transactions with Schroder & Co. Inc. ("Schroder & Co.") or Lewco Securities
Corp. ("Lewco"), each of which is an affiliate of Schroder, or with unaffiliated
brokers who trade or clear through Schroder & Co. or Lewco. Consistent with
regulations under the 1940 Act, the Funds have adopted procedures which are
reasonably designed to provide that any commissions or other remuneration the
Funds pay to Schroder & Co. and Lewco do not exceed the usual and customary
broker's commission. The procedures require periodic review of these
transactions by the Trustees. In addition, the Funds will adhere to the rule,
under the Securities Exchange Act of 1934, governing floor trading. This rule
permits the Funds to effect, but not execute, exchange listed securities
transactions with Schroder & Co. and Lewco. Also, due to securities law
limitations, the Funds may be required to limit purchases of securities in a
public offering if Schroder & Co. or Lewco or one of their affiliates is a
member of the syndicate for that offering.

In the fiscal years ended October 31, 1998, 1997, and 1996,
respectively, the Funds paid brokerage commissions in the following amounts:
Schroder Large Capitalization Equity Fund - $_____, $70,042, and $56,986;
Schroder Small Capitalization Value Fund - $_____, $206,472, and $151,845;
Schroder Investment Grade Income Fund - $_____, $0, and $0; and Schroder MidCap
Value Fund - $_____, $17,043, and N/A (the MidCap Value Fund commenced
operations in August 1997). Schroder Short-Term Investment Fund paid no
brokerage commissions in the fiscal years ended October 31, 1998, 1997, and
1996.

In the fiscal year ended October 31, 1998, Schroder, on behalf of the
Trust, placed agency and underwritten transactions having an approximate
aggregate dollar value of $_____, (____% of the Trust's aggregate agency and
underwritten transactions, on which approximately $______ of commissions were
paid) with brokers and dealers (other than Schroder & Co. and Lewco) whose
research, statistical, and quotation services Schroder considered to be
particularly useful to it and its affiliates. However, many of such transactions
were placed with such brokers and dealers without regard to the furnishing of
such services.

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<PAGE> 80

In the fiscal years ended October 31, 1998, 1997, and 1996,
respectively, the Funds paid brokerage commissions to Schroder & Co. and Lewco
in the following amounts: Schroder & Co. - Schroder Large Capitalization Equity
Fund - $_____, $0, and $0; Schroder Small Capitalization Value Fund - $_____,
$0, and $0; Schroder Investment Grade Income Fund - $_____, $0, and $0; and
Schroder MidCap Value Fund - $_____, $0, and N/A; Lewco - Schroder Large
Capitalization Equity Fund - $_____, $0, and $0; Schroder Small Capitalization
Value Fund - $_____, $0, and $0; Schroder Investment Grade Income Fund - $_____,
$0, and $0; and Schroder MidCap Value Fund - $_____, $0, and N/A. Schroder
Short-Term Investment Fund paid no brokerage commissions in the fiscal years
ended October 31, 1998, 1997, and 1996.

The table below shows the following information for each Fund regarding
commissions paid to Schroder & Co. or Lewco during the fiscal year ended October
31, 1998: (i) the commissions paid by each Fund stated as a percentage of all of
the Fund's brokerage commissions paid during such fiscal year, and (ii) the
transactions with respect to which those commissions were paid stated as a
percentage of the aggregate dollar amount of all transactions on which the Fund
paid brokerage commissions during such fiscal year.

% OF FUND'S AGGREGATE % OF FUND'S AGGREGATE DOLLAR
BROKERAGE COMMISSIONS PAID AMOUNT OF TRANSACTIONS INVOLVING
TO ENTITY DURING FISCAL YEAR COMMISSIONS EFFECTED THROUGH ENTITY
ENDED 10/31/98 DURING FISCAL YEAR ENDED 10/31/98
FUND
Schroder & Co. Lewco Schroder & Co. Lewco
-------------- ----- -------------- -----
<S> <C> <C> <C> <C>
Schroder Large Capitalization Equity __% __% __% __%
Schroder Small Capitalization Value __% __% __% __%
Schroder Investment Grade Income __% __% __% __%
Schroder MidCap Value __% __% __% __%
Schroder Small Capitalization Value 0% 0% 0% 0%
</TABLE>

DETERMINATION OF NET ASSET VALUE

Each Fund calculates the net asset value per share of each class of its
shares by dividing the total value of the Fund's assets attributable to shares
of that class, less its liabilities attributable to those shares, by the number
of such shares outstanding. The net asset value per share of each class of
shares of each Fund is determined daily as of the close of trading on the New
York Stock Exchange (normally 4:00 p.m., Eastern Time) on each day the Exchange
is open for trading. The New York Stock Exchange is normally closed on the
following national holidays: New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving, and Christmas. The net asset value of shares of a particular class
of a Fund will generally differ from that of the Fund's other classes of shares
due to the variance in daily net income realized by and dividends paid on each
class of shares, and any differences in the expenses of the different classes.

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<PAGE> 81

Equity securities traded on a national securities exchange are valued
at their last-reported sale price on the principal exchange, or, if traded in
the over-the-counter market or on a national securities exchange for which no
sales took place on the day of valuation, at the last available bid price. Debt
securities are valued on the basis of valuations provided by pricing services
that determine valuations for normal institutional size trading units of debt
securities, or through obtaining independent quotes from market makers.
Short-term debt instruments with a remaining maturity of 60 days or less are
valued at amortized cost, which approximates market value. Certain foreign
securities are valued by a pricing service and others are valued by the Trust's
custodian based on outside pricing sources. Securities for which current market
quotations are not readily available and all other assets are valued at fair
value as determined in accordance with procedures approved by the Trustees.

If any securities held by a Fund are restricted as to resale, their
fair value is generally determined as the amount which the Trust could
reasonably expect to realize from an orderly disposition of such securities over
a reasonable period of time. The valuation procedures applied in any specific
instance are likely to vary from case to case. However, consideration is
generally given to the financial position of the issuer and other fundamental
analytical data relating to the investment and to the nature of the restrictions
on disposition of the securities (including any registration expenses that might
be borne by the Trust in connection with such disposition). In addition,
specific factors are also generally considered, such as the cost of the
investment, the market value of any unrestricted securities of the same class
(both at the time of purchase and at the time of valuation), the size of the
holding, the prices of any recent transactions or offers with respect to such
securities, and any available analysts' reports regarding the issuer.

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

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

-30-
<PAGE> 82

REDEMPTIONS IN KIND

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

TAXES

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

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

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

If a Fund fails to distribute in a calendar year substantially all of
its ordinary income for such year and substantially all of its capital gain net
income for the one-year period ending October 31 (or later if a Fund is
permitted so to elect and so elects), plus any retained amount from the prior
year, that Fund will be subject to a 4% excise tax on the undistributed amounts.
A dividend paid to shareholders by a Fund in January of a year generally is
deemed to have been paid by that Fund on December 31 of the preceding year, if
the dividend was declared and payable to shareholders of record on a date in
October, November, or December of that preceding year. Each Fund intends
generally to make distributions sufficient to avoid imposition of the 4% excise
tax. In order to receive the favorable tax treatment accorded regulated
investment companies and their shareholders, moreover, a Fund must in general
distribute with respect to each taxable year at least 90% of the sum of its
taxable net investment income, its net tax-exempt income, and, the excess, if
any, of net short- term capital gains over net long-term capital losses for such
year.

A Fund's distributions will be taxable to you as ordinary income to the
extent derived from the Fund's investment income and net short-term gains (that
is, net gains from capital assets held for

-31-
<PAGE> 83

no more than one year). Distributions designated by a Fund as deriving from
net gains on capital assets held for more than one year will be taxable to
you as long-term capital gains (generally subject to a 20% tax rate), regardless
of how long you have held the shares. Distributions will be taxable to you as
described above whether received in cash or in shares through the reinvestment
of distributions. Early in each year the Trust will notify each shareholder of
the amount and tax status of distributions paid to the shareholder by each of
the Funds for the preceding year.

Upon the disposition of shares of a Fund (whether by sale, exchange, or
redemption), a shareholder will realize a gain or loss. Such gain or loss will
be capital gain or loss if the shares are capital assets in the shareholder's
hands, and will be long-term or short-term generally depending upon the
shareholder's holding period for the shares. Long-term capital gains will
generally be taxed at a federal income tax rate of 20%. Any loss realized by a
shareholder on a disposition of shares held by the shareholder for six months or
less will be treated as a long-term capital loss to the extent of any
distributions of capital gain dividends received by the shareholder with respect
to such shares. In general, any loss realized upon a taxable disposition of
shares will be treated as long-term capital loss if the shares have been held
for more than one year, and otherwise as short-term capital loss. With respect
to investment income and gains received by a Fund from sources outside the
United States, such income and gains may be subject to foreign taxes which are
withheld at the source. The effective rate of foreign taxes in which a Fund will
be subject depends on the specific countries in which its assets will be
invested and the extent of the assets invested in each such country and,
therefore, cannot be determined in advance.

A Fund's ability to use options, futures, and forward contracts and
other hedging techniques, and to engage in certain other transactions, may be
limited by tax considerations. A Fund's transactions in
foreign-currency-denominated debt instruments and its hedging activities will
likely produce a difference between its book income and its taxable income. This
difference may cause a portion of the Fund's distributions of book income to
constitute returns of capital for tax purposes or require the Fund to make
distributions exceeding book income in order to permit the Trust to continue to
qualify, and be taxed under Subchapter M of the Code, as a regulated investment
company. The tax consequences of certain hedging transactions have been modified
by the Taxpayer Relief Act of 1997.

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

In order to permit Schroder Investment Grade Income Fund to maintain a
more stable monthly dividend, that Fund may from time to time pay out less than
the entire amount of net investment income earned in any particular period. Any
such amount retained by the Fund would be available to stabilize future
dividends. As a result, the dividends paid by the Fund for any particular period
may be more or less than the amount of net investment income actually earned by
the Fund during the period. None of the Funds intends to distribute in respect
of any taxable year more than the Fund's

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<PAGE> 84

net income for federal income tax purposes for that year, nor does any of the
Funds intend to stabilize its dividends in any year in such a manner as to cause
the Fund to pay federal tax.

In order to avoid dilution of the undistributed net investment income
of Schroder Investment Grade Income Fund, that Fund follows an accounting
practice known as "equalization." A portion of the purchase price paid for
shares of the Fund (including shares purchased by reinvestment of Fund
distributions) equal to the undistributed net investment income per share of the
Fund at the time of purchase is segregated for accounting purposes and is
available for payment of future dividends. As a result, future dividends may
include a non-taxable return of capital to shareholders.

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

PRINCIPAL HOLDERS OF SECURITIES

As of February __, 1998, the Trustees of the Trust and, except as noted
below, the officers of the Trust, as a group owned less than 1% of the
outstanding shares of either class of each Fund.

The following table shows the percentage of the outstanding shares of
each Fund owned as of February __, 1998 by the Schroder & Co. Inc.
Profit-Sharing, Savings Incentive, and Pension Plans (the "Schroder & Co.
Plans") (all located at 787 Seventh Avenue, New York, NY 10019), and the Lewco
Securities Corp. Profit Sharing and Thrift Plans (the "Lewco Plans") (located at
Lewco Securities Corp., 34 Exchange Place, Jersey City, NJ 07311). Certain of
the directors and officers of Schroder and Schroder & Co. Inc., and certain of
the officers of the Trust, are participants in one or more of the Schroder & Co.
Plans. Schroder & Co. Inc. owns 80.0% of the outstanding voting securities of
Lewco Securities Corp. [NOTE: TO BE PROVIDED IN A POST-EFFECTIVE AMENDMENT]

% of Fund Shares
Owned by
Schroder & Co. and Lewco Plans
------------------------------
<S> <C>
Schroder Large Capitalization Equity Fund %
Schroder Small Capitalization Value Fund %
Schroder Investment Grade Income Fund %
Schroder Short-Term Investment Fund %
Schroder MidCap Value Fund %
</TABLE>

Due to their ownership of shares of [list Funds above with more than
25% ownership], the Schroder & Co. Plans and the Lewco Plans may be deemed to
control those Funds.

To the knowledge of the Trust, as of February __, 1999, no other person
owned of record or beneficially more than 5% of the outstanding Investor or
Advisor Shares of any Fund, except as set forth below. [NOTE: TO BE PROVIDED IN
A POST-EFFECTIVE AMENDMENT]

-33-
<PAGE> 85

Percentage of
Outstanding
Shares of the
Record or Beneficial Owner Fund Class Class Owned
- -------------------------- ---- ----- -----------
<S> <C> <C> <C>

</TABLE>

PERFORMANCE INFORMATION

Certain Funds may advertise the yield of each class of its shares.
Yield is presented for a specified 30-day period (the "base period"). Yield for
a class of shares of a Fund is based on the amount determined by (i) calculating
the aggregate of dividends and interest earned by the Fund and attributable to
the class during the base period less the Fund's expenses attributable to the
class and accrued for that period, and (ii) dividing that amount by the product
of (A) the average daily number of shares of the class of the Fund outstanding
during the base period and entitled to receive dividends and (B) the net asset
value per share of the class of the Fund on the last day of the base period. The
result is annualized on a compounding basis to determine the yield. For this
calculation, interest earned on debt obligations held by a Fund is generally
calculated using the yield to maturity (or first expected call date) of such
obligations based on their market values (or, in the case of receivables- backed
securities such as Ginnie Maes, based on cost). Dividends on equity securities
are accrued daily at their stated dividend rates. The yield of Investor Shares
of Schroder Investment Grade Income Fund and Schroder Short-Term Investment Fund
for the thirty-day period ended October 31, 1998 was _____% and _____%,
respectively.

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

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

The table below sets forth the total return of Investor Shares of the
Funds for the one-year period ended October 31, 1998 and for the period from the
commencement of a Fund's operations until October 31, 1998. The table also sets
forth total return information for a Fund's Advisor Shares for any periods (or
partial periods) when they were outstanding, and pro forma total return

-34-
<PAGE> 86

information for periods (or partial periods) when there were no Advisor
Shares outstanding. Pro forma total return information for Advisor Shares is
estimated by restating the total return of Investor Shares for the same period
to reflect the actual fees and expenses applicable to Advisor Shares, which are
higher than the fees and expenses applicable to Investor Shares (for instance,
Advisor shares are subject to shareholder servicing fees paid at a rate of up to
0.25% of the average daily net asset value of a Fund attributable to its Advisor
Shares). PLEASE NOTE THAT THE HIGHER EXPENSES APPLICABLE TO A FUND'S ADVISOR
SHARES SHOULD HAVE THE EFFECT OF REDUCING THE TOTAL RETURN OF THE ADVISOR SHARES
BELOW THAT OF THE INVESTOR SHARES BY THE AMOUNT OF SUCH HIGHER EXPENSES,
COMPOUNDED OVER THE RELEVANT PERIOD.

TOTAL RETURN FOR PERIODS ENDED OCTOBER 31, 1998

SINCE
INCEPTION INCEPTION INCEPTION
FUND CLASS 1 YEAR OF FUND DATE OF DATE OF YIELD***
(ANNUALIZED) FUND CLASS
---- ----- ------ ------------ --------- -------- --------
<S> <C> <C> <C> <C>
Schroder Large Investor Shares _____% _____% 2/16/94 2/16/94 N/A
Capitalization
Equity Fund Advisor Shares* _____% _____% N/A
Schroder Investor Shares _____% _____% 2/22/94 2/22/94 _____%
Investment Grade
Income Fund Advisor Shares* _____% _____% N/A N/A
Schroder Short- Investor Shares _____% _____% 1/11/94 1/11/94 _____%
Term Investment
Fund
Schroder Small Investor Shares _____% _____% 2/16/94 2/16/94 N/A
Capitalization Value
Fund Advisor _____% _____% 9/26/97
Shares**
Schroder MidCap Investor Shares N/A _____% 8/1/97 8/1/97 N/A
Value Fund
Advisor Shares* N/A _____% N/A
</TABLE>

* Pro forma.

** Total return for Advisor Shares of the Small Capitalization Value Fund
reflects pro forma information (based on Investor Share performance)
through September 25, 1997, and actual total return from September 26,
1997 (the inception date of Advisor Shares of the Fund) through
October 31, 1998. The actual total return of Advisor Shares of the Fund
from September 26, 1997 through October 31, 1998 (not annualized)
was _______%.

*** For the 30-day period ended October 31, 1998.

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

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<PAGE> 87

CUSTODIAN

State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110 is the custodian of the Trust's assets. The custodian's
responsibilities include safeguarding and controlling the Trust's cash and
securities, handling the receipt and delivery of securities, and collecting
interest and dividends on the Trust's investments. The custodian does not
determine the investment policies of the Trust or decide which securities the
Trust will buy or sell.

TRANSFER AGENT AND DIVIDEND-PAYING AGENT

Boston Financial Data Services, Inc., Two Heritage Drive, Quincy,
Massachusetts 02171, serves as registrar, transfer agent and dividend-paying
agent for the Trust.

INDEPENDENT AUDITORS

Arthur Andersen LLP, 1345 Avenue of the Americas, New York, NY 10105,
is the Trust's independent accountants and provides audit services, tax return
preparation services, and assistance and consultation in connection with the
Trust's various Securities and Exchange Commission filings.

SHAREHOLDER LIABILITY

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

FINANCIAL STATEMENTS

The Financial Statements required by Part B and the related Report of
Independent Public Accountants are incorporated herein by reference to the
Trust's Annual Report, dated October 31, 1998, which was filed electronically
with the Securities and Exchange Commission on December ___, 1998 (Accession
Number: ). [NOTE: TO BE PROVIDED IN A POST-EFFECTIVE AMENDMENT FILED UNDER RULE
485(B) prior to the effective date of this Amendment]

-36-
<PAGE> 88
PART C

OTHER INFORMATION

ITEM 23. EXHIBITS

(a) - Agreement and Declaration of Trust*
(b) - Bylaws*
(c) (i) - Forms of certificate representing shares of
beneficial interest*
(ii) - Portions of Agreement and Declaration of Trust
Relating to Shareholders' Rights*
(iii)- Portions of Bylaws Relating to Shareholders'
Rights*
(d) (i) - Form of Management Contract*
(ii) - Form of Management Contract for MidCap Value
Fund*
(e) - Form of Distributor's Contract*
(f) - Inapplicable
(g) - Form of Custodian Agreement*
(h) (i) - Form of Transfer Agent and Servicing Agreement*
(ii) - Form of Administration Agreement*
(iii)- Form of Shareholder Service Agreement for Advisor
Shares*
(iv) - Form of Shareholder Servicing Plan for
Advisor Shares*
(i) - Opinion and Consent of Ropes & Gray*
(j) - Consent of Independent Public Accountants to be
filed by post-effective amendment
(k) - Inapplicable
(l) - Form of Initial Capital Agreement*
(m) - Form of Distribution Plan and Agreement for
Advisor Shares*
(n) - Financial Data Schedules for fiscal 1998 to be
filed by post-effective amendment
(o) - Multiclass (Rule 18f-3) Plan*
(p) (i) - Powers of Attorney for Messrs. Dinkins, Howell,
Knight, and Williams*
(ii) - Powers of Attorney for Messrs. Smith and Cassidy,
and Ms. Haugh*
(iii)- Powers of Attorney for Messrs. Guernsey and Means
are filed herewith

- ----------------------------------
* Previously filed.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUNDS

The Schroder & Co. Inc. Profit-Sharing, Savings Incentive, and Pension
Plans and the Lewco Securities Corp. Profit Sharing and Thrift Plans may be
deemed to "control" certain of the Funds. See "Principal Holders of Securities"
in the Statement of Additional Information.

<PAGE> 89

ITEM 25. INDEMNIFICATION

Article VIII of the Registrant's Agreement and Declaration of Trust
provides as follows:

SECTION 1. The Trust shall indemnify each of its Trustees and officers
(including persons who serve at the Trust's request as directors, officers or
trustees of another organization in which the Trust has any interest as a
shareholder, creditor or otherwise) (hereinafter referred to as a "Covered
Person") against all liabilities and expenses, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such Covered Person may be or may have
been threatened, while in office or thereafter, by reason of being or having
been such a Covered Person except with respect to any matter as to which such
Covered Person shall have been finally adjudicated in any such action, suit or
other proceeding (a) not to have acted in good faith in the reasonable belief
that such Covered Person's action was in the best interests of the Trust or (b)
to be liable to the Trust or its Shareholders by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office. Expenses, including counsel fees so
incurred by any such Covered Person (but excluding amounts paid in satisfaction
of judgments, in compromise or as fines or penalties), shall be paid from time
to time by the Trust in advance of the final disposition of any such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
Covered Person to repay amounts so paid to the Trust if it is ultimately
determined that indemnification of such expenses is not authorized under this
Article, provided, however, that either (a) such Covered Person shall have
provided appropriate security for such undertaking, (b) the Trust shall be
insured against losses arising from any such advance payments or (c) either a
majority of the disinterested Trustees acting on the matter (provided that a
majority of the disinterested Trustees then in office act on the matter), or
independent legal counsel in a written opinion, shall have determined, based
upon a review of readily available facts (as opposed to a full trial type
inquiry), that there is reason to believe that such Covered Person will be found
entitled to indemnification under this Article.

SECTION 2. As to any matter disposed of (whether by a compromise
payment, pursuant to a consent decree or otherwise) without an adjudication by a
court, or by any other body before which the proceeding was brought, that such
Covered Person either (a) did not act in good faith in the reasonable belief
that his or her action was in the best interests of the Trust or (b) is liable
to the Trust or its Shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his or her office, indemnification shall be provided if (a) approved as in the
best interests of the Trust, after notice that it involves such indemnification,
by at least a majority of the disinterested Trustees acting on the matter
(provided that a majority of the disinterested Trustees then in office act on
the matter) upon a determination, based upon a review of readily available facts
(as opposed to a full trial type inquiry) that such Covered Person acted in good
faith in the reasonable belief that his or her action was in the best interests
of the Trust and is not liable to the Trust or its Shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office, or (b) there has been
obtained an opinion in writing of independent legal counsel, based upon a review
of readily available facts (as opposed to a full trial type inquiry), to the
effect that such Covered Person appears to have acted in good faith in the
reasonable belief that his or her action was in the best interests of the Trust
and that such indemnification would not protect such Covered Person against any
liability to the Trust to which he or she would otherwise be subject by reason
of willful misfeasance, bad faith, gross

-2-

<PAGE> 90

negligence or reckless disregard of the duties involved in the conduct of his or
her office. Any approval pursuant to this Section shall not prevent the recovery
from any Covered Person of any amount paid to such Covered Person in accordance
with this Section as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have acted in good faith
in the reasonable belief that such Covered Person's action was in the best
interests of the Trust or to have been liable to the Trust or its Shareholders
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office.

SECTION 3. The right of indemnification hereby provided shall not be
exclusive of or affect any other rights to which such Covered Person may be
entitled. As used in this Article VIII, the term "Covered Person" shall include
such person's heirs, executors and administrators, and a "disinterested Trustee"
is a Trustee who is not an "interested person" of the Trust as defined in
Section 2(a)(19) of the 1940 Act (or who has been exempted from being an
"interested person" by any rule, regulation or order of the Securities and
Exchange Commission) and against whom none of such actions, suits or other
proceedings or another action, suit or other proceeding on the same or similar
grounds is then or has been pending. Nothing contained in this Article shall
affect any rights to indemnification to which personnel of the Trust, other than
Trustees or officers, and other persons may be entitled by contract or otherwise
under law, nor the power of the Trust to purchase and maintain liability
insurance on behalf of any such person.

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

Reference is made to the Distributor's Contract, previously filed,
which contains provisions for the indemnification by Schroder Fund Advisors Inc.
of the Registrant and Trustees and officers of the Registrant under certain
circumstances. Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to Trustees and officers of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Trustee or officer of the Registrant in the successful defense of
any action, suit, or proceeding) is asserted by such Trustee or officer in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

The directors and officers of the Registrant's investment adviser have
been engaged during the past two fiscal years in no business, vocation, or
employment of a substantial nature other than as directors, officers, or
employees of the investment adviser or certain of its corporate affiliates,
except the following, whose principal occupations during that period, other than
as directors or officers of the investment adviser or certain of its corporate
affiliates, are as follows: Ashbel C. Williams, Jr., President and Director, who
was Executive Director, Florida State Board of Administration; Paul M. Morris,
Director, who was Principal and Senior Portfolio Manager at Weiss Peck & Greer,
L.L.C.; and Susan S. Hager, Vice President, who was an Analyst at Pioneering
Management. The address of the investment adviser and its corporate affiliates
is 787 Seventh Avenue, New York, New York 10019.

-3-

<PAGE> 91

ITEM 27. PRINCIPAL UNDERWRITERS

(a) Schroder Fund Advisors Inc. currently acts as the principal
underwriter for each Fund of Registrant and each series of Schroder Capital
Funds (Delaware), Schroder Capital Funds, Schroder Capital Funds II, and
Schroder Series Trust II.

(b) The directors and officers of the Registrant's principal
underwriter are as follows:

Positions and Offices with Positions and Offices with
Name Registrant Underwriter
- ---- -------------------------- --------------------------
<S> <C> <C>
Kathleen Adams None Vice President

Nigel Burnham None Assistant Vice President

Fergal Cassidy Treasurer Treasurer; Chief Financial
Officer

Victoria Drake None Assistant Secretary

Barbara Gottlieb Assistant Clerk Vice President

James L. Gray None Senior Vice President

Lynne D. Gravelle None Vice President

Sharon L. Haugh Trustee Director; Chairman

Sean P. Keegan None Vice President

Jane E. Lucas Vice President Director

Catherine A. Mazza Vice President President

Alexandra Poe Clerk General Counsel; Senior Vice
President; Secretary

Mark J. Smith Trustee and Chairman Director; Senior Vice President

M. Randall Strickland None Vice President

</TABLE>

The principal business address of each person listed above is 787
Seventh Avenue, New York, New York 10019.

-4-

<PAGE> 92

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

Persons maintaining physical possession of accounts, books, and other
documents required to be maintained by Section 31(a) of the Investment Company
Act of 1940 and the Rules promulgated thereunder are Registrant's Clerk,
Alexandra Poe; Registrant's investment adviser, Schroder Capital Management
Inc.; Registrant's custodian, State Street Bank & Trust Company; and
Registrant's transfer agent and registrar, Boston Financial Data Services, Inc.
The address of the Clerk and investment adviser is 787 Seventh Avenue, New York,
New York 10019. The address of the custodian is 225 Franklin Street, Boston,
Massachusetts 02110. The address of the transfer agent and registrar is Two
Heritage Drive, Quincy, Massachusetts, 02171.

ITEM 29. MANAGEMENT SERVICES

None.

Item 30. Undertakings

(a) The Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders upon request and without charge.

(b) The Registrant undertakes, if requested to do so by the
holders of at least 10% of the Registrant's outstanding shares
of beneficial interest, to call a meeting of shareholders for
the purpose of voting upon the question of removal of a
Trustee or Trustees and to assist in communications with other
shareholders as required by Section 16(c) of the Investment
Company Act of 1940.

NOTICE

A copy of the Agreement and Declaration of Trust of Schroder Series
Trust is on file with the Secretary of State of The Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed on
behalf of the Registrant by an officer of the Registrant as an officer and not
individually and that the obligations of or arising out of this instrument are
not binding upon any of the Trustees, officers, or shareholders individually but
are binding only upon the assets and property of the Registrant.

-5-

<PAGE> 93
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of New York and the State of New York, on this 30th day
of December, 1998.

SCHRODER SERIES TRUST

By: /s/ Fergal Cassidy
--------------------------------
Name: Fergal Cassidy
Title: Treasurer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 30th day of December, 1998.

SIGNATURE TITLE
--------- -----
<S> <C>

* President of the Trust
- -------------------------------
Ashbel C. Williams, Jr.

/s/ Fergal Cassidy
- ------------------------------- Treasurer and
Fergal Cassidy Principal Financial and
Accounting Officer of the
Trust

* Trustee
- -------------------------------
David N. Dinkins

* Trustee
- -------------------------------
John I. Howell

* Trustee
- -------------------------------
Peter S. Knight

* Trustee
- -------------------------------
Peter E. Guernsey

* Trustee
- -------------------------------
Sharon L. Haugh
</TABLE>

SIGNATURE TITLE
--------- -----
<S> <C>

Trustee
- -------------------------------
Clarence F. Michalis

* Trustee
- -------------------------------
William L. Means

Trustee
- -------------------------------
Hermann C. Schwab

* Trustee and
- ------------------------------- Chairman of the
Mark J. Smith Trust

* By: /s/ Alexandra Poe
--------------------------
Alexandra Poe
Attorney-In-Fact
</TABLE>

<PAGE> 95
EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit No. Title Page
- ----------- ----- ----
<S> <C> <C>

(p)(iii) Powers of Attorney for Messrs.
Guernsey and Means
</TABLE>

<PAGE> 1
EXHIBIT p(iii)
POWER OF ATTORNEY

We, the undersigned Trustees of Schroder Series Trust, hereby severally
constitute and appoint Catherine A. Mazza, Alexandra Poe, and Timothy W. Diggins
as his true and lawful attorneys, with full power to each of them individually,
to sign for us, and in our name and in the capacities indicated below, any and
all amendments (including post-effective amendments) to the Registration
Statement of Schroder Series Trust on Form N-1A and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in the premises, as fully to all intents and purposes as
said attorney might or could do in person, hereby ratifying and confirming all
that said attorney lawfully could do or cause to be done by virtue hereof. This
power of attorney revokes, as of its date, any power of attorney previously
granted by any of the signatories in respect his or her service as a Trustee of
Schroder Series Trust.

Name Capacity Date
- ---- -------- ----
<S> <C> <C>
/s/ Peter E. Guernsey Trustee December 15, 1998
- -------------------------------
Peter E. Guernsey

/s/ William L. Means Trustee December 15, 1998
- -------------------------------
William L. Means
</TABLE>