SCHRODER SERIES TRUST, 485BPOS, 2000-02-29

SCHRODER SERIES TRUST
485BPOS, 2000-02-29

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<PAGE>

As filed with the Securities and Exchange Commission on February 29, 2000

Investment Company Act File No. 811-7840; Securities Act File No. 33-65632

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Post-Effective Amendment No. 12 [X]

and/or

REGISTRATION STATEMENT UNDER INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 14 [X]

SCHRODER SERIES TRUST
787 Seventh Avenue, New York, New York 10019
(212) 492-6000

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

Copies to:

Julie Tedesco, Esq.
State Street Bank and Trust Company
P.O. Box 1713
Boston, Massachusetts 02105-1713

Timothy W. Diggins, Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624

It is proposed that this filing will become effective (check appropriate box):
[x] Immediately upon filing pursuant |_| On (date) pursuant to paragraph (b)
to paragraph (b)
|_| 60 days after filing pursuant |_| On (date) pursuant to paragraph
to paragraph (a)(1) (a)(1)
|_| 75 days after filing pursuant |_| On (date) pursuant to paragraph
to paragraph (a)(2) (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.

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

<PAGE>
[LOGO]

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

PROSPECTUS

MARCH 1, 2000

SCHRODER SERIES TRUST
ADVISOR SHARES

This Prospectus describes four mutual funds offered by Schroder Series Trust.
Schroder Investment Management North America 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 $1 billion and $10 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.

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

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

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

<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
PAGE
--------
SUMMARY INFORMATION............................ 3
Schroder Large Capitalization Equity Fund.... 3
Schroder Small Capitalization Value Fund..... 4
Schroder MidCap Value Fund................... 5
Schroder Investment Grade Income Fund........ 6
FEES AND EXPENSES.............................. 9
PRINCIPAL RISKS AND OTHER STRATEGIES........... 10
MANAGEMENT OF THE FUNDS........................ 14
HOW THE FUNDS' SHARES ARE PRICED............... 16
HOW TO BUY SHARES.............................. 16
HOW TO SELL SHARES............................. 19
ADDITIONAL INFORMATION ABOUT ADVISOR SHARES.... 20
EXCHANGES...................................... 20
DIVIDENDS AND DISTRIBUTIONS.................... 21
TAXES.......................................... 21
FINANCIAL HIGHLIGHTS........................... 22
</TABLE>

2
<PAGE>
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.

This summary includes bar charts that show how the investment returns of each
Fund have varied from year to year by setting forth returns for each full
calendar year since the Fund commenced operations (except as noted below). The
table following each bar chart shows how the Fund's average annual returns for
the last year, for the last five years, and/or for the life of the Fund (as
applicable) compare to a broad-based securities market index. The bar chart and
table provide some indication of the risks of investing in the Fund by showing
the variability of its returns (where more than one calendar year of performance
is shown) and by comparing the Fund's performance to a broad measure of market
performance. Schroder Small Capitalization Value Fund and Schroder MidCap Value
Fund are the only Funds that have had Advisor Shares outstanding for at least a
full calendar year. For that reason, the bar chart and table for each of these
Funds show performance of its Advisor Shares. (Advisor Shares have not been
outstanding for the full life of those Funds; the bar charts and tables reflect
each such Fund's performance only for the periods when Advisor Shares were
outstanding.) Schroder Large Capitalization Equity Fund does not have a full
calendar year of performance to show for Advisor Shares, and Schroder Investment
Grade Income Fund does not have any Advisor Shares outstanding. Accordingly, the
bar chart and table for each of those Funds show performance of the Fund's
Investor Shares since the inception of the Fund. (Performance of a Fund's
Investor Shares is normally higher than that of its Advisor Shares because the
Investor Shares are subject to lower expenses.) 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 INVESTMENT STRATEGIES. 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.

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.

3
<PAGE>

SCHRODER LARGE CAPITALIZATION EQUITY FUND -- INVESTOR SHARES*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN
<S> <C>
1995 28.29%
1996 19.94%
1997 26.25%
1998 32.31%
1999 12.45%
Calendar Year End
</TABLE>

During the periods shown above, the highest quarterly return was 23.50% for the
quarter ended December 31, 1998, and the lowest was -10.88% for the quarter
ended September 30, 1998.

<TABLE>
AVERAGE ANNUAL TOTAL RETURNS LIFE OF FUND
(FOR PERIODS ENDED DECEMBER 31, 1999) ONE YEAR FIVE YEARS (SINCE 2/16/94)
<S> <C> <C> <C>
Schroder Large Capitalization Equity
Fund* 12.45% 23.65% 18.15%
Standard & Poor's 500 Index** 21.04% 28.55% 23.79%
</TABLE>

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

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

SCHRODER SMALL CAPITALIZATION VALUE FUND

- INVESTMENT OBJECTIVE. To seek capital appreciation.

- PRINCIPAL INVESTMENT STRATEGIES. 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.

The Fund normally invests primarily in equity securities Schroder
believes to be undervalued. In selecting securities for the Fund,
Schroder analyzes, among other things, a company's financial data and
business fundamentals in an attempt to identify companies whose financial
or business assets or whose prospects for earnings growth 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

4
<PAGE>
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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN
<S> <C>
1998 -6.60%
1999 4.24%
Calendar Year End
</TABLE>

During the periods shown above, the highest quarterly return was 23.04% for the
quarter ended June 30, 1999, and the lowest was -19.42% for the quarter ended
September 30, 1998.

<TABLE>
SINCE INCEPTION
OF
AVERAGE ANNUAL TOTAL RETURNS ADVISOR SHARES
(FOR PERIODS ENDED DECEMBER 31, 1999) ONE YEAR (9/26/97)
<S> <C> <C>
Schroder Small Capitalization Value Fund 4.24% -3.13%
Russell 2000 Index* 21.26% 6.57%
</TABLE>

* The Russell 2000 Index is a market 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 INVESTMENT STRATEGIES. The Fund normally invests at least 65%
of its assets in equity securities of mid-cap companies - companies with
market capitalizations of between $1 billion and $10 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,

5
<PAGE>
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 -- ADVISOR SHARES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN
<S> <C>
1999 8.06%
Calendar Year End
</TABLE>

During the period shown above, the highest quarterly return was 11.95% for the
quarter ended June 30, 1999, and the lowest was -9.74% for the quarter ended
September 30, 1999.

<TABLE>
SINCE INCEPTION
OF
AVERAGE ANNUAL TOTAL RETURNS ADVISOR SHARES
(FOR PERIODS ENDED DECEMBER 31, 1999) ONE YEAR (10/23/98)
<S> <C> <C>
Schroder MidCap Value Fund 8.06% 22.06%
Standard & Poor's Midcap 400 Index* 14.72% 33.97%
</TABLE>

* 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 INVESTMENT STRATEGIES. The Fund normally invests at least 65%
of its assets in fixed-income securities that are "investment grade"
quality. To be considered "investment grade," the securities must be
rated (at the time of investment) in one of 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 rated below the third
highest grade by Moody's or Standard and Poor's and will normally not
invest more than 10% of its assets in securities that are not of
"investment grade" quality.

The Fund invests in a variety of fixed-income securities, including U.S.
Government securities, corporate debt securities, and money market
instruments. The Fund may also invest a substantial portion of its assets
in mortgage-backed certificates and other securities representing
ownership interests in mortgage pools, including collateralized mortgage
obligations, and in other types of asset-backed securities. In addition,
the Fund may buy or sell a variety of derivative instruments relating to
fixed-income securities, indices and interest rates for risk management
or investment purposes. These may include options, futures contracts, and
options on futures contracts.

6
<PAGE>

The Fund will normally maintain an average portfolio duration of between
three and seven years. Portfolio duration is a measure of the expected
life of a fixed income security that was developed as a more precise
alternative to the concept of "term to maturity", and is used to
determine the sensitivity of a security's price to changes in interest
rates.

The Fund may trade its portfolio securities actively to take advantage of
perceived inefficiencies in the fixed-income markets based on Schroder's
research and analyses regarding market sectors, individual issuers, and
market conditions. The Fund's active trading strategy may lead to high
levels of portfolio turnover, which may involve higher Fund expenses and
tax liability for shareholders.

- 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 value of
fixed-income securities held by the Fund would typically fall. Securities
having longer durations would tend to experience greater price declines
in response to rising interest rates. If the Fund's portfolio duration is
relatively long at a time when interest rates were to rise, the value of
the Fund's shares would likely fall more than if the Fund had invested in
securities with shorter durations.

The Fund is also subject to the risk that the issuer of a fixed-income
security 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's investment in mortgage-backed securities may involve special
risks relating to unanticipated risks of prepayment on the mortgages
underlying the securities. Falling interest rates may tend to increase
prepayments, which could significantly shorten the effective maturities
of mortgage-backed securities. Similarly, rising interest rates may tend
to reduce prepayments, which could significantly lengthen the effective
maturities. When interest rates decline, significant unscheduled
prepayments on the underlying mortgages would have to be reinvested at
the then-prevailing lower rates. Therefore, the Fund's mortgage-backed
securities may have less potential for capital appreciation during
periods of falling interest rates than other fixed-income securities of
comparable maturities. However, the securities may have a comparable risk
of decline in market value during periods of rising interest rates. The
Fund's investments in other types of asset-backed securities are subject
to risks similar to those associated with mortgage-backed securities.

The Fund's use of derivative instruments involves the risk that the
instrument may not work as intended due to unanticipated developments in
market conditions or other causes. Derivatives often involve the risk
that the other party to the transaction will be unable to meet its
obligations or that the Fund will be unable to close out the position at
any particular time or at an acceptable price. When the Fund uses
derivatives for investment purposes, it could lose more than the original
cost of the investment and its potential loss could be unlimited. Also,
suitable derivative transactions may not be available in all
circumstances, and there can be no assurance that the Fund will engage in
these transactions when that would be beneficial.

The Fund is also subject to the risk that Schroder's active trading
strategy will not be successful, which depends greatly on Schroder's
ability accurately to analyze and identify inefficiencies in fixed-income
markets, sectors and issuers, and to predict market movements generally.

7
<PAGE>

SCHRODER INVESTMENT GRADE INCOME FUND -- INVESTOR SHARES*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN
<S> <C>
1995 18.31%
1996 2.04%
1997 8.23%
1998 7.79%
1999 -1.92%
Calendar Year End
</TABLE>

During the periods shown above, the highest quarterly return was 6.50% for the
quarter ended June 30, 1995, and the lowest was -2.21% for the quarter ended
March 31, 1996.

<TABLE>
AVERAGE ANNUAL TOTAL RETURNS LIFE OF FUND
(FOR PERIODS ENDED DECEMBER 31, 1999) ONE YEAR FIVE YEARS (SINCE 2/22/94)
<S> <C> <C> <C>
Schroder Investment Grade Income Fund* -1.92% 6.67% 4.87%
Lehman Brothers Aggregate Bond Index** -0.82% 7.73% 6.03%
</TABLE>

**The Lehman Brothers Aggregate Bond Index (the "Aggregate Index") is a
composite index which measures the total universe of investment grade fixed
income securities in the U.S., including government, corporate,
mortgage-backed, asset-backed, and international dollar-denominated bonds, all
with maturities greater than one year. The Aggregate Index has replaced the
Lehman Brothers Government/Corporate Index (a composite of approximately 5,000
investment grade government and corporate debt issues with maturities greater
than one year) as the Fund's comparative index in this Prospectus because
Schroder believes the Aggregate Index is more representative of the Fund's
permissible investment universe. For periods ended December 31, 1999, the One
Year, Five Years, and Life of Fund (since 2/22/94) average annual total
returns of the Lehman Brothers Government/Corporate Index were -2.15%, 7.61%,
and 5.84%, respectively.

The yield on the Fund's Investor Shares for the 30-day period ended January 31,
2000 was 7.16%. Please call the Trust at (800) 464-3108 for more recent yield
information for the Fund.

8
<PAGE>
FEES AND EXPENSES

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

SHAREHOLDER FEES (paid directly from your investment):

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

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

<TABLE>
<CAPTION>
SCHRODER
SCHRODER SCHRODER SCHRODER INVESTMENT
LARGE SMALL MIDCAP GRADE
CAPITALIZATION CAPITALIZATION VALUE INCOME
EQUITY FUND VALUE FUND FUND FUND
-------------- -------------- -------- ----------
<S> <C> <C> <C> <C>
Advisory Fees............................................... 0.75% 0.95% 0.90% 0.50%
Distribution (12b-1) Fees(1)................................ None None None None
Other Expenses (includes a 0.25% shareholder servicing
fee)(1).................................................... 0.69 0.80 1.63 0.97
---- ---- ---- ----
Total Annual Fund Operating Expenses........................ 1.44 1.75 2.53 1.47
Fee Waiver and/or Expense Limitation........................ 0.25(2) N/A 0.93(2) 0.50(2)
---- ---- ---- ----
Net Expenses................................................ 1.19(2) 1.75 1.60(2) 0.97(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. 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. Although the Trustees have not currently authorized payments under
the Distribution Plan, payments by a Fund under its Shareholder Servicing
Plan, 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 considered 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
reflect the effect of contractually imposed expense limitations and/or fee
waivers, in effect through October 31, 2000, on the Total Annual Fund
Operating Expenses of the Funds.

EXAMPLE

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

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Schroder Large Capitalization Equity Fund* $148 $459 $ 792 $1,733
Schroder Small Capitalization Value Fund $179 $556 $ 956 $2,076
Schroder MidCap Value Fund* $259 $797 $1,361 $2,893
Schroder Investment Grade Income Fund* $151 $468 $ 808 $1,767
</TABLE>

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

Schroder Large Capitalization Equity Fund -- $122, $380, $658, and $1,450.

Schroder MidCap Value Fund -- $164, $509, $877, and $1,912.

Schroder Investment Grade Income Fund -- $99, $310, $539, and $1,194.

9
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PRINCIPAL RISKS AND OTHER STRATEGIES

PRINCIPAL RISKS OF INVESTING IN THE FUNDS

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

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. The securities in which Schroder
Small Capitalization Value Fund and Schroder MidCap Value Fund invest primarily
tend to be more vulnerable to adverse developments than larger capitalization
companies.

- 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.

- 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

10
<PAGE>
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.

- 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.

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

Depending upon Schroder's current investment outlook and strategy, the
average portfolio duration of Schroder Investment Grade Income Fund may
be relatively long, in which case the Fund would be subject to relatively
high levels of market risk and price volatility.

- 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. The Funds 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.

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

- RISKS OF MORTGAGE-BACKED AND OTHER ASSET-BACKED SECURITIES. Schroder
Investment Grade Income 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, and in other types of asset-backed securities. 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-

11
<PAGE>
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 fixed-income securities of
comparable maturities, although such obligations may have a comparable
risk of decline in market value during periods of rising interest rates.

Other types of asset-backed securities are subject to risks similar to
those of mortgage-backed securities, including interest rate and
prepayment risks.

ADDITIONAL INFORMATION REGARDING PRINCIPAL INVESTMENT STRATEGIES

The following provides additional information regarding the Funds' principal
investment strategies not discussed in the Summary Information section above.

- TEMPORARY DEFENSIVE STRATEGIES. At times, Schroder may judge that
conditions in the securities markets make pursuing a Fund's basic
investment strategy inconsistent with the best interests of its
shareholders. At such times, Schroder may temporarily use alternate
investment strategies primarily designed to reduce fluctuations in the
value of a Fund's assets. In implementing these "defensive" strategies,
the Fund would invest in high-quality fixed-income securities, cash, or
money market instruments to any extent Schroder considers consistent with
such defensive strategies. It is impossible to predict when, or for how
long, a Fund will use these alternate strategies. One risk of taking such
temporary defensive positions is that the Fund may not achieve its
investment objective.

- 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.

- 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 INVESTMENT STRATEGIES AND TECHNIQUES

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

- SECURITIES LOANS AND REPURCHASE AGREEMENTS. Each Fund may lend portfolio
securities amounting to not more than 25% of its total assets to
broker-dealers, and may enter into repurchase agreements on up to 25% of
its total 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.

12
<PAGE>
- 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.

- 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 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.

- 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. A Fund
investing in zero-coupon bonds is required to distribute the income on
these securities as the income accrues, even though the Fund is not
receiving the income in cash on a current basis. Thus, the Fund may have
to sell other investments, including when it may not be advisable to do
so, to make income distributions.

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

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

13
<PAGE>

portfolio turnover rate (300.53%) during the fiscal year ended
October 31, 1999 due to an active portfolio management strategy used for
the Fund. Schroder expects to continue to use an active strategy for the
Fund in future periods.

- 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 (itself and its predecessors) has been an investment manager since
1962, and currently serves as investment adviser to the Funds, other mutual
funds, and a broad range of institutional investors. Schroder's ultimate parent,
Schroders plc, and its affiliates currently engage in the investment banking and
asset management businesses, and as of June 30, 1999, had in the aggregate
assets under management of approximately $208 billion.

A NOTE ON THE PENDING SALE OF THE INVESTMENT BANKING BUSINESS OF SCHRODERS PLC.
In January 2000, Schroders plc agreed to sell its worldwide investment banking
business to Salomon Smith Barney. The transaction, which is expected to be
completed by May 2000, is subject to regulatory approvals and satisfaction of
closing conditions. Schroders plc will retain its asset management businesses. A
substantial percentage of each Fund's assets (and in particular Schroder MidCap
Value Fund and Schroder Investment Grade Income Fund) is owned by participants
in 401(k) and similar retirement accounts sponsored by affiliates of Schroder.
It is anticipated that some or all of these assets may be redeemed from the
Funds following the transaction, and that the Funds may, accordingly, incur
costs and realize taxable capital gains in connection with the sale of their
portfolio securities to satisfy redemptions. If a Fund is reduced substantially
in size, the Fund may not be able to take advantage of investment opportunities
and strategies available to a larger fund, and its gross expense ratio may
increase (although Schroder currently intends to continue to observe expense
limitations and fee waivers for the Funds).

- INVESTMENT ADVISORY FEES PAID BY THE FUNDS. For the fiscal year ended
October 31, 1999, the Funds paid investment advisory fees to Schroder at
the following annual rates (based on the average daily net assets of each
Fund taken separately): SCHRODER LARGE CAPITALIZATION EQUITY FUND -
0.50%; and SCHRODER SMALL CAPITALIZATION VALUE FUND - 0.95%. SCHRODER
MIDCAP VALUE FUND and SCHRODER INVESTMENT GRADE INCOME FUND paid no
investment advisory fees during the period. 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, 2000 to
the extent that each Fund's total operating expenses attributable to its
Advisor Shares exceed the following annual rates (based on the average
daily 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, 2000, to waive a portion of the investment
advisory fees it is entitled to receive from Schroder Large
Capitalization Equity Fund and from Schroder Investment Grade

14
<PAGE>

Income Fund. As a result, during the period of the waiver, Schroder Large
Capitalization Equity Fund will pay investment advisory 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 investment advisory
fees.

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

<TABLE>
<CAPTION>
SCHRODER FUND PORTFOLIO MANAGER SINCE RECENT PROFESSIONAL EXPERIENCE
- ------------- ------------------------ ------------------------ ------------------------------
<S> <C> <C> <C>
Large Capitalization Paul Morris 1997 Employed as an investment
Equity Fund professional at Schroder since
1997. Mr. Morris is a Director
and Managing Director of
Schroder. Prior to joining
Schroder, Mr. Morris was a
Principal and Senior Portfolio
Manager at Weiss Peck & Greer,
L.L.C., and a Managing
Director, Equity Division, of
UBS Asset Management.

Small Capitalization Nancy B. Tooke Inception (1994) Employed as an investment
Value Fund professional at Schroder and
its predecessors since 1989.
Ms. Tooke is a Director and an
Executive Vice President of
Schroder.

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

Investment Grade Income Robert C. Michele 1998 Employed as an investment
Fund professional at Schroder since
1998. Mr. Michele is a
Director and Managing Director
of Schroder. 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. Mr. Gotterer is a Vice
President of Schroder.
</TABLE>

15
<PAGE>
HOW THE FUNDS' SHARES ARE PRICED

Each Fund calculates the net asset value of its Advisor Shares by dividing the
total value of its assets attributable to its Advisor Shares, less its
liabilities attributable to those shares, by the number of Advisor Shares
outstanding. Shares are valued as of the close of regular trading on the New
York Stock Exchange (normally 4:00 p.m., Eastern Time) each day the Exchange is
open. The Trust expects that days, other than weekend days, that the Exchange
will not be open are New Years Day, Martin Luther King, Jr. Day, Presidents Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day. The Funds value their portfolio securities for which market
quotations are readily available at market value. Short-term investments that
will mature in 60 days or less are stated at amortized cost, which approximates
market value. The Funds value securities and assets for which market values are
not ascertainable at their fair values as determined in accordance with
procedures adopted by the Board of Trustees. The net asset value of a Fund's
Advisor Shares will generally differ from that of its Investor Shares due to the
variance in dividends paid on each class of shares and differences in the
expenses of Advisor Shares and Investor Shares.

HOW TO BUY SHARES

You may purchase Advisor Shares of each Fund directly from the Trust (through
Schroder Fund Advisors Inc., the distributor of the Trust's shares), or through
a service organization such as a bank, trust company, broker-dealer, or other
financial organization (a "Service Organization") having an arrangement with
Schroder Fund Advisors Inc. 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 you separately for its services.

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

If the Advisor Shares you purchase will be held in your own name (rather than in
the name of your Service Organization), your payment for the shares must be
accompanied by a completed Account Application in proper form. Account
Applications may be obtained from the Trust's transfer agent, Boston Financial
Data Services, Inc. (the "Transfer Agent"), at the addresses listed below under
"Purchases by Check", by calling the Trust at (800) 464-3108, or from your
Service Organization. The Trust or the Transfer Agent may request and delay
acceptance of your order pending receipt of additional documentation, such as
copies of corporate resolutions and instruments of authority, from corporations,
administrators, executors, personal representatives, directors, or custodians.

INVESTMENT MINIMUMS

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

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

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

16
<PAGE>

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

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

PURCHASES BY CHECK

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

For initial purchases, your check must be accompanied by a completed Account
Application in proper form. You should direct your check and your completed
Account Application as follows:

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

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

PURCHASES BY BANK WIRE/TELEPHONE

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

Once you have an account number, you may purchase Advisor Shares through your
Service Organization, or directly from the Trust by telephoning the Transfer
Agent at (800) 464-3108, to give notice that you will be sending funds by wire,
and then arranging with your bank to wire funds to the Trust. In order to
purchase shares by telephone, you must complete the appropriate section of the
Account Application. Your purchase will not be processed until the Trust has
received the wired funds.

17
<PAGE>

Federal Reserve Bank wire instructions are as follows:

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
ABA No.: 011000028
Attn: Schroder Mutual Funds
DDA No.: 9904-650-0
FBO: Account Registration
A/C: Mutual Fund Account Number
Name of Fund

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

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

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

AUTOMATIC PURCHASES

If you purchase shares directly from the Trust and the shares are held in your
own name, you can make regular investments of $100 or more per month or quarter
in Advisor Shares of a Fund through automatic deductions from your bank account.
Please complete the appropriate section of the Account Aplication if you would
like to utilize this option. For more information, please call the Trust at
(800) 464-3108. If you purchase shares through a Service Organization, your firm
may also provide automatic purchase options. Please contact your Service
Organization for details.

OTHER PURCHASE INFORMATION

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

Schroder reserves the right to reject any investment. A pattern of purchases and
redemptions of Fund shares characteristic of "market timing" strategies may be
deemed by Schroder to be detrimental to the Trust or a particular Fund.
Currently, the Trust limits the number of "round trip" purchases an investor may
make. An investor makes a "round trip" purchase when the investor purchases
shares of a particular Fund, subsequently redeems those shares (including in
connection with exchanges for other Schroder funds), and then again purchases
shares of the original Fund. If an investor completes four round trip purchases
in any twelve-month period, the Trust may refuse any subsequent purchase or
exchange order by that investor.

18
<PAGE>

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

HOW TO SELL SHARES

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

The price you will receive is the net asset value next determined after receipt
of your redemption request in good order. A redemption request is in good order
if it includes the exact name in which the shares are registered, the investor's
account number, and the number of shares or the dollar amount of shares to be
redeemed, and, for written requests, if it is signed exactly in accordance with
the registration form. Signatures must be guaranteed by a bank, broker-dealer,
or certain other financial institutions. You may redeem your Advisor Shares by
telephone only if you elected the telephone redemption privilege option on your
Account Application or otherwise in writing. Unless otherwise agreed to by the
Trust, the telephone redemption privilege may only be exercised to redeem shares
worth $1,000 or more and not more than $25,000. The Trust may require additional
documentation from shareholders that are corporations, partnerships, agents,
fiduciaries, or surviving joint owners, or those acting through powers of
attorney or similar delegation.

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

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

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.

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

19
<PAGE>

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

ADDITIONAL INFORMATION ABOUT
ADVISOR SHARES

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

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

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

EXCHANGES

You can exchange your Advisor Shares of any Fund for Advisor Shares most other
funds in the Schroder family of funds at any time at their respective net asset
values. The exchange would be treated as a sale of your Advisor Shares and any
gain on the exchange may be subject to tax. For a listing of the Schroder funds
available for exchange and to exchange shares, please contact your Service
Organization or call the Trust

20
<PAGE>

directly at (800) 464-3108. In order to exchange shares by telephone, you must
complete the appropriate section of the Account Application. The Trust reserves
the right to change or suspend the exchange privilege at any time. Shareholders
would be notified of any such change or suspension.

DIVIDENDS AND DISTRIBUTIONS

The following sets forth the main dividend and distribution policies of the
Funds.

- 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.

Distributions from net capital gain are made after applying any available
capital loss carryovers.

YOU CAN CHOOSE FROM FOUR DISTRIBUTION OPTIONS:

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

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

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

- Receive all distributions in cash.

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

TAXES

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

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

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

21
<PAGE>
FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the financial
performance of Schroder Large Capitalization Equity Fund, Schroder Small
Capitalization Value Fund, and Schroder MidCap Value Fund since the initial
offering date of Advisor Shares of those Funds. (No Advisor Shares of Schroder
Investment Grade Income Fund were outstanding through October 31, 1999.) Certain
information reflects financial results for a single Fund share. The total
returns represent the total return for an investment in Advisor Shares of a
Fund, assuming reinvestment of all dividends and distributions.

The financial highlights presented below have been audited by Arthur Andersen
LLP, independent accountants to the Funds. The audited financial statements for
the Funds and the related independent accountants' report are contained in the
Trust's Annual Report and are incorporated by reference into the Statement of
Additional Information. Copies of the Annual Report may be obtained without
charge by writing the Trust at P.O. Box 8507, Boston, Massachusetts 02366
(regular mail) or at 66 Brooks Drive, Braintree, Massachusetts 02184 (overnight
or express mail), or by calling (800) 464-3108.

SCHRODER LARGE CAPITALIZATION EQUITY FUND

(For an Advisor Share outstanding throughout the period.)

<TABLE>
<CAPTION>
PERIOD ENDED
OCTOBER 31,
1999(1)
-------------
<S> <C>
Net Asset Value at Beginning of Period $ 13.35
Income from Investment Operations:
Net Investment Loss (0.01)(2)
Net Realized and Unrealized Gain (Loss) on Investments 1.21
-------
Total from Investment Operations 1.20
-------
Less Distributions:
From Net Investment Income 0.00
From Net Realized Capital Gains 0.00
-------
Total Distributions 0.00
-------
Net Asset Value at End of Period $ 14.55
=======
Total Return 8.99%(3)
Ratios & Supplemental Data
Net Assets at End of Period (000's) $ 52
Ratio of Operating Expenses to Average Net Assets 1.19%(2)(4)
Ratio of Net Investment Income to Average Net Assets (0.13)%(4)
Portfolio Turnover Rate 99.56%(5)
</TABLE>

(1) For the period January 19, 1999 (initial offering date of Advisor Shares of
the Fund) through October 31, 1999.

(2) Net Investment Loss is after reimbursement of certain expenses and/or a
management fee waiver by Schroder. (See Note 3 to the Trust's financial
statements.) Had Schroder not undertaken to pay, reimburse or waive expenses
related to the Fund, the Net Investment Loss per share and Ratio of
Operating Expenses to Average Net Assets would have been as follows: 1999 -
$(6.98) and 76.86%, respectively.

(3) Not annualized.

(4) Annualized.

(5) Represents the Fund's portfolio turnover rate for the entire fiscal year
ended October 31, 1999.

22
<PAGE>
SCHRODER SMALL CAPITALIZATION VALUE FUND
(For an Advisor Share outstanding throughout the period.)

<TABLE>
<CAPTION>
YEAR ENDED
OCTOBER 31, PERIOD ENDED
--------------------- OCTOBER 31,
1999 1998 1997(1)
--------- --------- ------------
<S> <C> <C> <C>
Net Asset Value at Beginning of Period $12.86 $17.67 $18.29
------ ------ ------
Income from Investment Operations:
Net Investment Loss (0.11)(2) (0.02)(2) (0.01)
Net Realized and Unrealized Gain (Loss) on Investments 0.48 (2.10) (0.61)
------ ------ ------
Total from Investment Operations 0.37 (2.12) (0.62)
------ ------ ------
Less Distributions:
From Net Realized Capital Gains (0.24) (2.69) 0.00
------ ------ ------
Total Distributions (0.24) (2.69) 0.00
------ ------ ------
Net Asset Value at End of Period $12.99 $12.86 $17.67
====== ====== ======
Total Return 2.94% (13.63)% (3.39)%(3)
Ratios & Supplemental Data
Net Assets at End of Period (000's) $ 129 $ 49 $ 56
Ratio of Operating Expenses to Average Net Assets 1.75%(2) 1.54%(2) 1.46%(4)
Ratio of Net Investment Income to Average Net Assets (0.84)% (0.42)% 0.63%(4)
Portfolio Turnover Rate 101.72% 87.51% 77.48%(5)
</TABLE>

(1) For the period September 26, 1997 (initial offering date of Advisor Shares
of the Fund) through October 31, 1997.

(2) Net Investment Loss is after reimbursement of certain expenses by Schroder.
(See Note 3 to the Trust's financial statements.) Had Schroder not
undertaken to pay or reimburse expenses related to the Fund, the Net
Investment Loss per share and Ratio of Operating Expenses to Average Net
Assets would have been as follows: 1999 - $(2.71) and 23.27%, 1998 - $(3.68)
and 77.44%, respectively.

(3) Not annualized.

(4) Annualized.

(5) Represents the Fund's portfolio turnover rate for the entire fiscal year
ended October 31, 1997.

23
<PAGE>
SCHRODER MIDCAP VALUE FUND
(For an Advisor Share outstanding throughout the period.)

<TABLE>
<CAPTION>
FOR THE
YEAR ENDED PERIOD ENDED
OCTOBER 31, OCTOBER 31,
1999 1998(1)
------------- --------------
<S> <C> <C>
Net Asset Value at Beginning of Period $ 9.72 $ 9.30
------- -------
Income from Investment Operations:
Net Investment Loss(2) (0.03) (0.00)
Net Realized and Unrealized Gain on Investments 1.17 0.42
------- -------
Total from Investment Operations 1.14 0.42
------- -------
Less Distributions:
From Net Realized Capital Gains 0.00 0.00
------- -------
Total Distributions 0.00 0.00
------- -------
Net Asset Value at End of Period $ 10.86 $ 9.72
======= =======
Total Return 11.73% 4.52%(3)
Ratios & Supplemental Data
Net Assets at End of Period (000's) $ 4 $ 3
Ratio of Operating Expenses to Average Net Assets(2) 1.60% 1.60%(4)
Ratio of Net Investment Income to Average Net Assets (0.28)% (1.06)%(4)
Portfolio Turnover Rate 174.98% 165.62%(5)
</TABLE>

(1) For the period October 23, 1998 (initial offering date of Advisor Shares of
the Fund) through October 31, 1998.

(2) Net Investment Loss is after reimbursement of certain expenses by Schroder.
(See Note 3 to the Trust's financial statements.) Had Schroder not
undertaken to pay or reimburse expenses related to the Fund, the Net
Investment Loss per share and Ratio of Operating Expenses to Average Net
Assets would have been as follows: 1999 - $(55.97) and 517.02%, 1998 -
$(1.38) and 671.68%, respectively.

(3) Not annualized.

(4) Annualized.

(5) Represents the Fund's portfolio turnover rate for the entire fiscal year
ended October 31, 1998.

24
<PAGE>

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

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 SMALLER COMPANIES FUND SCHRODER MIDCAP VALUE FUND
SCHRODER GREATER CHINA FUND SCHRODER INVESTMENT GRADE INCOME FUND
SCHRODER U.S. DIVERSIFIED GROWTH FUND SCHRODER SHORT-TERM INVESTMENT FUND
SCHRODER U.S. SMALLER COMPANIES FUND
SCHRODER MICRO CAP FUND

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

25
<PAGE>
INVESTMENT ADVISER
Schroder Investment Management North America Inc.
787 Seventh Avenue, 34th Floor
New York, New York 10019

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

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

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

COUNSEL
Ropes & Gray
One International Place
Boston, Massachusetts 02110

INDEPENDENT ACCOUNTANTS
Arthur Andersen LLP
1345 Avenue of the Americas
New York, New York 10105

<PAGE>
- --------------------------------------------------------------------------------

SCHRODER SERIES TRUST

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
P.O. Box 8507
Boston, MA 02266
800-464-3108

WS300AP

File No. 811-7840
<PAGE>
[LOGO]

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

PROSPECTUS

MARCH 1, 2000

SCHRODER SERIES TRUST
INVESTOR SHARES

This Prospectus describes five mutual funds offered by Schroder Series Trust.
Schroder Investment Management North America 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).

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

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

<TABLE>
<S> <C>
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.......... 8
FEES AND EXPENSES.............................. 10
PRINCIPAL RISKS AND OTHER 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...................................... 20
DIVIDENDS AND DISTRIBUTIONS.................... 21
TAXES.......................................... 21
FINANCIAL HIGHLIGHTS........................... 22
ACCOUNT APPLICATION............................ A-1
</TABLE>

2
<PAGE>
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.

This summary includes bar charts that show how the investment returns of each
Fund's Investor Shares have varied from year to year by setting forth returns
for each full calendar year since the Fund commenced operations. The table
following each bar chart shows how that Fund's average annual returns for the
last year, for the last five years, and/or for the life of the Fund (as
applicable) compare to a broad-based securities market index. The bar chart and
table provide some indication of the risks of investing in the Fund by showing
the variability of its returns and by comparing the Fund's performance to a
broad measure of market performance. PAST PERFORMANCE IS NOT NECESSARILY AN
INDICATION OF FUTURE PERFORMANCE. It is possible to lose money on investments in
the Funds.

SCHRODER LARGE CAPITALIZATION EQUITY FUND

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

SCHRODER LARGE CAPITALIZATION EQUITY FUND - INVESTOR SHARES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CALENDAR YEAR END ANNUAL RETURN
<S> <C>
1995 28.29%
1996 19.94%
1997 26.25%
1998 32.31%
1999 12.45%
</TABLE>

During the periods shown above, the highest quarterly return was 23.50% for the
quarter ended December 31, 1998, and the lowest was -10.88% for the quarter
ended September 30, 1998.

3
<PAGE>

<TABLE>
LIFE OF
FUND
AVERAGE ANNUAL TOTAL RETURNS (SINCE
(FOR PERIODS ENDED DECEMBER 31, 1999) ONE YEAR FIVE YEARS 2/16/94)
<S> <C> <C> <C>
Schroder Large Capitalization Equity Fund 12.45% 23.65% 18.15%
Standard & Poor's 500 Index* 21.04% 28.55% 23.79%
</TABLE>

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

SCHRODER 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 - INVESTOR SHARES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CALENDAR YEAR END ANNUAL RETURN
<S> <C>
1995 23.39%
1996 23.91%
1997 32.13%
1998 -6.19%
1999 4.81%
</TABLE>

During the periods shown above, the highest quarterly return was 22.24% for the
quarter ended June 30, 1999, and the lowest was -19.42% for the quarter ended
September 30, 1998.

<TABLE>
LIFE OF
FUND
AVERAGE ANNUAL TOTAL RETURNS (SINCE
(FOR PERIODS ENDED DECEMBER 31, 1999) ONE YEAR FIVE YEARS 2/16/94)
<S> <C> <C> <C>
Schroder Small Capitalization Value Fund 4.81% 14.71% 11.40%
Russell 2000 Index* 21.26% 16.69% 13.14%
</TABLE>

* The Russell 2000 Index is a market capitalization weighted broad based index
of 2,000 small capitalization U.S. companies.

4
<PAGE>
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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CALENDAR YEAR END ANNUAL RETURN
<S> <C>
1998 2.19%
1999 8.26%
</TABLE>

During the periods shown above, the highest quarterly return was 24.26% for the
quarter ended December 31, 1998, and the lowest was -22.19% for the quarter
ended September 30, 1998.

<TABLE>
LIFE OF
FUND
AVERAGE ANNUAL TOTAL RETURNS (SINCE
(FOR PERIODS ENDED DECEMBER 31, 1999) ONE YEAR 8/1/97)
<S> <C> <C>
Schroder MidCap Value Fund 8.26% 7.23%
Standard & Poor's Midcap 400 Index* 14.72% 16.82%
</TABLE>

* 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.

5
<PAGE>
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 INVESTMENT STRATEGIES. The Fund normally invests at least 65%
of its assets in fixed-income securities that are of "investment grade"
quality. To be considered of "investment grade," the securities must be
rated (at the time of investment) in one of 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 rated below the third
highest grade by Moody's or Standard and Poor's and will normally not
invest more than 10% of its assets in securities that are not of
"investment grade" quality.

The Fund's investment in mortgage-backed securities may involve special
risks relating to unanticipated rates of prepayment on the mortgages
underlying the securities. Falling interest rates may tend to increase
prepayments, which could significantly shorten the effective maturities
of mortgage-backed securities. Similarly, rising interest rates may tend
to reduce prepayments, which could significantly lengthen the effective
maturities. When interest rates decline, significant unscheduled
prepayments on the underlying mortgages would have to be reinvested at
the then-prevailing lower rates. Therefore, the Fund's mortgage-backed
securities may have less potential for capital appreciation during
periods of falling interest rates than other fixed-income securities

6
<PAGE>
of comparable maturities. However, the securities may have a comparable
risk of decline in market value during periods of rising interest rates.
The Fund's investments in other types of asset-backed securities are
subject to risks similar to those associated with mortgage-backed
securities.

SCHRODER INVESTMENT GRADE INCOME FUND - INVESTOR SHARES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CALENDAR YEAR END ANNUAL RETURN
<S> <C>
1995 18.31%
1996 2.04%
1997 8.23%
1998 7.79%
1999 -1.92%
</TABLE>

During the periods shown above, the highest quarterly return was 6.50% for the
quarter ended June 30, 1995, and the lowest was -2.21% for the quarter ended
March 31, 1996.

<TABLE>
LIFE OF
FUND
AVERAGE ANNUAL TOTAL RETURNS (SINCE
(FOR PERIODS ENDED DECEMBER 31, 1999) ONE YEAR FIVE YEARS 2/22/94)
<S> <C> <C> <C>
Schroder Investment Grade Income Fund -1.92% 6.67% 4.87%
Lehman Brothers Aggregate Bond Index* -0.82% 7.73% 6.03%
</TABLE>

* The Lehman Brothers Aggregate Bond Index (the "Aggregate Index") is a
composite index which measures the total universe of investment grade fixed
income securities in the U.S., including government, corporate,
mortgage-backed, asset-backed, and international dollar-denominated bonds, all
with maturities greater than one year. The Aggregate Index has replaced the
Lehman Brothers Government/Corporate Index (a composite of approximately 5,000
investment grade government and corporate debt issues with maturities greater
than one year) as the Fund's comparative index in this Prospectus because
Schroder believes the Aggregate Index is more representative of the Fund's
permissible investment universe. For periods ended December 31, 1999, the One
Year, Five Years, and Life of Fund (since 2/22/94) average annual total
returns of the Lehman Brothers Government/Corporate Index were -2.15%, 7.61%,
and 5.84%, respectively.

The yield on the Fund's Investor Shares for the 30-day period ended January 31,
2000 was 7.16%. Please call the Trust at (800) 464-3108 for more recent yield
information for the Fund.

7
<PAGE>
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 INVESTMENT STRATEGIES. 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 fixed-income 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.

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
generally 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 substantial portion of the securities held by the Fund may consist of
asset-backed securities, including 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 Fund may also buy or sell a variety of derivative instruments
relating to fixed-income securities, indices and interest rates for risk
management or investment purposes. These may include options, futures
contracts, and options on futures contracts.

- 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. The Fund
is also subject to the risk that the issuer of a fixed-income security
will have its credit rating downgraded or will be unable to pay its
obligation when due. This could cause the Fund's portfolio securities to
decline in value, especially where an issuer defaults on its obligations.

The Fund attempts to minimize both interest rate risk and credit risk 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.

8
<PAGE>
prevailing lower rates. Therefore, the Fund's mortgage-backed securities
may have less potential for capital appreciation during periods of
falling interest rates than other fixed-income securities of comparable
maturities. However, the securities may have a comparable risk of decline
in market value during periods of rising interest rates. The Fund's
investments in other types of asset-backed securities are subject to
risks similar to those associated with mortgage-backed securities.

SCHRODER SHORT-TERM INVESTMENT FUND - INVESTOR SHARES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CALENDAR YEAR END ANNUAL RETURN
<S> <C>
1995 5.23%
1996 4.55%
1997 4.87%
1998 4.89%
1999 3.58%
</TABLE>

During the periods shown above, the highest quarterly return was 1.55% for the
quarter ended September 30, 1998, and the lowest was 0.48% for the quarter ended
June 30, 1999.

<TABLE>
LIFE OF
FUND
AVERAGE ANNUAL TOTAL RETURNS (SINCE
(FOR PERIODS ENDED DECEMBER 31, 1999) ONE YEAR FIVE YEARS 1/11/94)
<S> <C> <C> <C>
Schroder Short-Term Investment Fund 3.58% 4.62% 4.28%
90 Day U.S. Treasury Bill* 4.88% 5.26% 5.14%
</TABLE>

* 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,
2000 was 6.13%. Please call the Trust at (800) 464-3108 for more recent yield
information for the Fund.

9
<PAGE>
FEES AND EXPENSES

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

SHAREHOLDER FEES (paid directly from your investment):

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

<TABLE>
<CAPTION>
SCHRODER
SCHRODER SCHRODER SCHRODER INVESTMENT SCHRODER
LARGE SMALL MIDCAP GRADE SHORT-TERM
CAPITALIZATION CAPITALIZATION VALUE INCOME INVESTMENT
EQUITY FUND VALUE FUND FUND FUND FUND
-------------- -------------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Advisory Fees........................................ 0.75% 0.95% 0.90% 0.50% 0.40%
Distribution (12b-1) Fees............................ None None None None None
Other Expenses....................................... 0.44 0.55 1.38 0.72 0.79
----- ------ ----- ----- -----
Total Annual Fund Operating Expenses................. 1.19 1.50 2.28 1.22 1.19
Fee Waiver and/or Expense Limitation................. 0.25(1) N/A 0.93(1) 0.50(1) 0.16(1)
----- ------ ----- ----- -----
Net Expenses......................................... 0.94(1) 1.50 1.35(1) 0.72(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 reflect the effect of contractually
imposed expense limitations and/or fee waivers, in effect through
October 31, 2000, on the Total Annual Fund Operating Expenses of the Funds.

EXAMPLE

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

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Schroder Large Capitalization Equity Fund* $122 $380 $ 658 $1,450
Schroder Small Capitalization Value Fund $154 $477 $ 824 $1,801
Schroder MidCap Value Fund* $234 $720 $1,232 $2,638
Schroder Investment Grade Income Fund* $125 $389 $ 674 $1,484
Schroder Short-Term Investment Fund* $122 $380 $ 658 $1,450
</TABLE>

Schroder Large Capitalization Equity Fund -- $96, $301, $522, and $1,159.

Schroder MidCap Value Fund -- $138, $430, $744, and $1,632.

Schroder Investment Grade Income Fund -- $74, $231, $402, and $897.

Schroder Short-Term Investment Fund -- $106, $329, $571, and $1,264.

10
<PAGE>
PRINCIPAL RISKS AND OTHER STRATEGIES

PRINCIPAL RISKS OF INVESTING IN THE FUNDS

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

11
<PAGE>
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 AND SCHRODER SHORT-TERM INVESTMENT FUNDS

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.

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

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 relatively small levels of market risk and price
volatility. Depending upon Schroder's current investment outlook and
strategy, the average duration of Schroder Investment Grade Income Fund
may be relatively long at times, in which case the Fund would be subject
to relatively high levels of market risk and price volatility.

Schroder Investment Grade Income Fund and Schroder Short-Term Investment
Fund each invests 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.

- RISKS OF MORTGAGE-BACKED AND OTHER ASSET-BACKED SECURITIES. Schroder
Investment Grade Income Fund and Schroder Short-Term Investment Fund may
invest a substantial portion of their assets in mortgage-backed
certificates and other securities representing ownership interests in
mortgage pools, including collateralized mortgage obligations, and in
other types of asset-backed securities. 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

12
<PAGE>
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.

Other types of asset-backed securities are subject to risks similar to
those of mortgage-backed securities, including interest rate and
prepayment risks.

ADDITIONAL INFORMATION REGARDING PRINCIPAL INVESTMENT STRATEGIES

The following provides additional information regarding the Funds' principal
investment strategies not discussed in the Summary Information section above.

OTHER INVESTMENT STRATEGIES AND TECHNIQUES

13
<PAGE>
- 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.

- 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.

14
<PAGE>
- 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

A NOTE ON THE PENDING SALE OF THE INVESTMENT BANKING BUSINESS OF SCHRODERS PLC.
In January 2000, Schroders plc agreed to sell its worldwide investment banking
business to Salomon Smith Barney. The transaction, which is expected to be
completed by May 2000, is subject to regulatory approvals and satisfaction of
closing conditions. Schroders plc will retain its asset management businesses. A
substantial percentage of each Fund's assets (and in particular Schroder MidCap
Value Fund, Schroder Investment Grade Income Fund, and Schroder Short-Term
Investment Fund) is owned by participants in 401(k) and similar retirement
accounts sponsored by affiliates of Schroder. It is anticipated that some or all
of these assets may be redeemed from the Funds following the transaction, and
that the Funds may, accordingly, incur costs and realize taxable capital gains
in connection with the sale of their portfolio securities to satisfy
redemptions. If a Fund is reduced substantially in size, the Fund may not be
able to take advantage of investment opportunities and strategies available to a
larger fund, and its gross expense ratio may increase (although Schroder
currently intends to continue to observe expense limitations and fee waivers for
the Funds).

- INVESTMENT ADVISORY FEES PAID BY THE FUNDS. For the fiscal year ended
October 31, 1999, the Funds paid investment advisory fees to Schroder at
the following annual rates (based on the average daily net assets of each
Fund taken separately): SCHRODER LARGE CAPITALIZATION EQUITY FUND -
0.50%; SCHRODER SMALL CAPITALIZATION VALUE FUND - 0.95%; SCHRODER
SHORT-TERM INVESTMENT FUND - 0.31%; and SCHRODER MIDCAP VALUE FUND and
SCHRODER INVESTMENT GRADE INCOME FUND paid no investment advisory fees
during the period. 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, 2000 to
the extent that each Fund's total operating expenses attributable to its
Investor Shares exceed the following annual rates (based on the average
daily net assets of each Fund taken separately): SCHRODER 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, 2000, to waive a portion of the investment advisory 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,

15
<PAGE>
Schroder Large Capitalization Equity Fund will pay investment advisory
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
investment advisory fees.

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

Richard Gotterer 1998 Employed as an investment
professional at Schroder since
1993. Mr. Gotterer is a Vice
President of Schroder.

Short-Term Investment Robert C. Michele 1998 See above.
Fund

Richard Gotterer 1998 See above.
</TABLE>

16
<PAGE>
HOW THE FUNDS' SHARES ARE PRICED

Each Fund calculates the net asset value of its Investor Shares by dividing the
total value of its assets attributable to its Investor Shares, less its
liabilities attributable to those shares, by the number of Investor Shares
outstanding. Shares are valued as of the close of regular trading on the New
York Stock Exchange (normally 4:00 p.m., Eastern Time) each day the Exchange is
open. The Trust expects that days, other than weekend days, that the Exchange
will not be open are New Years Day, Martin Luther King, Jr. Day, Presidents Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day. The Funds value their portfolio securities for which market
quotations are readily available at market value. Short-term investments that
will mature in 60 days or less are stated at amortized cost, which approximates
market value. The Funds value securities and assets for which market values are
not ascertainable at their fair values as determined in accordance with
procedures adopted by the Board of Trustees. The net asset value of a Fund's
Investor Shares will generally differ from that of its Advisor Shares due to the
variance in dividends paid on each class of shares and differences in the
expenses of Investor Shares and Advisor Shares.

HOW TO BUY SHARES

Through Schroder Fund Advisors Inc., the distributor of the Trust's shares, the
Trust sells Investor Shares of the Funds at their net asset value without any
sales charges or loads, so that the full amount of your purchase payment is
invested in the Fund you select.

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

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

INVESTMENT MINIMUMS

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

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

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

17
<PAGE>
Intention form by contacting the Transfer Agent. The Trust reserves the right to
redeem your shares in a Fund if you do not invest at least the minimum initial
investment amount applicable to your account by the end of the Statement of
Intention period (taking into account amounts you redeem during the period).

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

PURCHASES BY CHECK

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

For initial purchases, your check must be accompanied by a completed Account
Application in proper form. You should direct your check and your completed
Account Application as follows:

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

PURCHASES BY BANK WIRE/TELEPHONE

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

Federal Reserve Bank wire instructions are as follows:

18
<PAGE>
The wire order must specify the name of the Fund, the share class (I.E.,
Investor Shares), the account name and number, address, confirmation number,
amount to be wired, name of the wiring bank, and name and telephone number of
the person to be contacted in connection with the order.

AUTOMATIC PURCHASES

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

OTHER PURCHASE INFORMATION

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

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

HOW TO SELL SHARES

You may sell your Investor Shares back to a Fund on any day the New York Stock
Exchange is open by sending a letter of instruction or stock power form to the
Trust, or by calling the Transfer Agent at (800) 464-3108. The price you will
receive is the net asset value next determined after receipt of your redemption
request in good order. A redemption request is in good order if it includes the
exact name in which the shares are registered, the investor's account number,
and the number of shares or the dollar amount of shares to be redeemed, and, for
written requests, if it is signed exactly in accordance with the registration
form. Signatures must be guaranteed by a bank, broker-dealer, or certain other
financial institutions. You may redeem your Investor Shares by telephone only if
you elected the telephone redemption privilege option on your Account
Application or otherwise in writing. Unless otherwise agreed to by the

19
<PAGE>
Trust, the telephone redemption privilege may only be exercised to redeem shares
worth $1,000 or more and not more than $25,000. The Trust may require additional
documentation from shareholders that are corporations, partnerships, agents,
fiduciaries, or surviving joint owners, or those acting through powers of
attorney or similar delegation.

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

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

EXCHANGES

You can exchange your Investor Shares of any Fund for Investor Shares of most
other funds in the Schroder family of funds at any time at their respective net
asset values. The exchange would be treated as a sale of your Investor Shares
and any gain on the exchange may be subject to tax. For a listing of the
Schroder funds available for exchange and to exchange shares, please call the
Trust at (800) 464-3108. In order to exchange shares by telephone, you must
complete the appropriate section of the Account Application. The Trust reserves
the right to change or suspend the exchange privilege at any time. Shareholders
would be notified of any such change or suspension.

20
<PAGE>
DIVIDENDS AND DISTRIBUTIONS

The following sets forth the main dividend and distribution policies of the
Funds.

- 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.

Distributions from net capital gain are made after applying any available
capital loss carryovers.

YOU CAN CHOOSE FROM FOUR DISTRIBUTION OPTIONS:

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

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

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

- Receive all distributions in cash.

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

TAXES

21
<PAGE>
FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the financial
performance of each of the Funds for the past 5 years or since the Fund
commenced operations, whichever is shorter. Certain information reflects
financial results for a single Fund share. The total returns represent the total
return for an investment in Investor Shares of a Fund, assuming reinvestment of
all dividends and distributions.

The financial highlights presented below have been audited by Arthur Andersen
LLP, independent accountants to the Funds. The audited financial statements for
the Funds and the related independent accountants' report are contained in the
Trust's Annual Report and are incorporated by reference into the Statement of
Additional Information. Copies of the Annual Report may be obtained without
charge by writing the Trust at P.O. Box 8507, Boston, Massachusetts 02266
(regular mail) or at 66 Brooks Drive, Braintree, Massachusetts 02184 (overnight
or express mail), or by calling (800) 464-3108.

SCHRODER LARGE CAPITALIZATION EQUITY FUND

(For an Investor Share outstanding throughout the period.)

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
----------------------------------------------------------------
1999 1998 1997 1996 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value at Beginning of
Period $ 14.75 $ 14.48 $ 12.18 $ 11.12 $ 9.45
Income from Investment Operations:
Net Investment Income 0.03(1) 0.05(1) 0.10 0.11 0.11(1)
Net Realized and Unrealized Gain
(Loss) on Investments 3.01 2.95 3.04 1.92 1.63
-------- -------- -------- -------- --------
Total from Investment Operations 3.04 3.00 3.14 2.03 1.74
-------- -------- -------- -------- --------
Less Distributions:
From Net Investment Income (0.04) (0.09) (0.11) (0.13) (0.07)
From Net Realized Capital Gains (3.17) (2.64) (0.73) (0.84) 0.00
-------- -------- -------- -------- --------
Total Distributions (3.21) (2.73) (0.84) (0.97) (0.07)
-------- -------- -------- -------- --------
Net Asset Value at End of Period $ 14.58 $ 14.75 $ 14.48 $ 12.18 $ 11.12
======== ======== ======== ======== ========
Total Return 23.35% 23.91% 26.18% 19.30% 18.63%
Ratios & Supplemental Data
Net Assets at End of Period
(000's) $70,169 $60,694 $45,552 $42,905 $38,088
Ratio of Operating Expenses to
Average Net Assets 0.94%(1) 1.04%(1) 1.23% 1.26% 1.40%(1)
Ratio of Net Investment Income to
Average Net Assets 0.23% 0.36% 0.63% 0.94% 1.27%
Portfolio Turnover Rate 99.56% 161.11% 64.91% 56.83% 83.15%
</TABLE>

(1) Net Investment Income is after reimbursement of certain expenses and/or a
management fee waiver by Schroder. (See Note 3 to the Trust's financial
statements.) Had Schroder not undertaken to pay, reimburse or waive expenses
related to the Fund, the Net Investment Income per share and Ratio of
Operating Expenses to Average Net Assets would have been as follows: 1999 -
$0.00 and 1.19%, 1998 - $0.03 and 1.20%, 1995 - $0.11 and 1.45%,
respectively.

22
<PAGE>
SCHRODER SMALL CAPITALIZATION VALUE FUND

(For an Investor Share outstanding throughout the period.)

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
-----------------------------------------------------------
1999 1998 1997 1996 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value at Beginning of
Period $ 12.91 $ 17.67 $ 13.05 $ 10.77 $ 9.77
Income from Investment Operations:
Net Investment Income (Loss) (0.08) (0.02) (0.05) (0.05) (0.03)(1)
Net Realized and Unrealized Gain
(Loss) on Investments 0.51 (2.05) 5.65 2.34 1.03
-------- -------- -------- -------- --------
Total from Investment Operations 0.43 (2.07) 5.60 2.29 1.00
-------- -------- -------- -------- --------
Less Distributions:
From Net Realized Capital Gains (0.24) (2.69) (0.98) (0.01) 0.00
-------- -------- -------- -------- --------
Total Distributions (0.24) (2.69) (0.98) (0.01) 0.00
-------- -------- -------- -------- --------
Net Asset Value at End of Period $ 13.10 $ 12.91 $ 17.67 $ 13.05 $ 10.77
======== ======== ======== ======== ========
Total Return 3.40% (13.29)% 48.46% 21.17% 10.27%
Ratios & Supplemental Data
Net Assets at End of Period
(000's) $60,206 $67,814 $96,709 $48,614 $47,929
Ratio of Operating Expenses to
Average Net Assets 1.50% 1.29% 1.32% 1.43% 1.56%(1)
Ratio of Net Investment Income to
Average Net Assets (0.54)% (0.14)% (0.36)% (0.34)% (0.29)%
Portfolio Turnover Rate 101.72% 87.51% 77.48% 81.63% 45.74%
</TABLE>

(1) Net Investment Income (Loss) is after reimbursement of certain expenses by
Schroder. (See Note 3 to the Trust's financial statements.) Had Schroder not
undertaken to pay or reimburse expenses related to the Fund, the Net
Investment Income (Loss) per share and Ratio of Operating Expenses to
Average Net Assets would have been as follows: 1995 - $(0.03) and 1.62%,
respectively.

23
<PAGE>
SCHRODER MIDCAP VALUE FUND

(For an Investor Share outstanding throughout the period.)

<TABLE>
<CAPTION>
YEAR ENDED
OCTOBER 31, PERIOD ENDED
---------------------- OCTOBER 31,
1999 1998 1997(1)
--------- --------- ------------
<S> <C> <C> <C>
Net Asset Value at Beginning of
Period $ 9.72 $ 10.36 $ 10.00
Income from Investment Operations:
Net Investment Income (Loss)(2) 0.00 (0.01) 0.00
Net Realized and Unrealized Gain
(Loss) on Investments 1.16 (0.63) 0.36
-------- -------- --------
Total from Investment Operations 1.16 (0.64) 0.36
-------- -------- --------
Less Distributions:
From Net Realized Capital Gains 0.00 0.00 0.00
-------- -------- --------
Total Distributions 0.00 0.00 0.00
-------- -------- --------
Net Asset Value at End of Period $ 10.88 $ 9.72 $ 10.36
======== ======== ========
Total Return 11.98% (6.18)% 3.60%(3)
Ratios & Supplemental Data
Net Assets at End of Period
(000's) $11,179 $10,484 $10,066
Ratio of Operating Expenses to
Average Net Assets(2) 1.35% 1.35% 1.35%(4)
Ratio of Net Investment Income to
Average Net Assets (0.03)% (0.06)% (0.13)%(4)
Portfolio Turnover Rate 174.98% 165.62% 11.96%(3)
</TABLE>

(1) For the period August 1, 1997 (commencement of investment operations)
through October 31, 1997.

(2) Net Investment Income (Loss) is after reimbursement of certain expenses by
Schroder. (See Note 3 to the Trust's financial statements.) Had Schroder not
undertaken to pay or reimburse expenses related to the Fund, the Net
Investment Income (Loss) per share and Ratio of Operating Expenses to
Average Net Assets would have been as follows: 1999 - $(0.11) and 2.28%,
1998 - $(0.12) and 2.47%, 1997 - $(0.06) and 4.33%, respectively.

(3) Not annualized.

(4) Annualized.

24
<PAGE>
SCHRODER INVESTMENT GRADE INCOME FUND

(For an Investor Share outstanding throughout the period.)

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
-----------------------------------------------------------
1999 1998 1997 1996 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value at Beginning of
Period $ 10.00 $ 9.77 $ 9.70 $ 9.93 $ 9.14
Income from Investment Operations:
Net Investment Income(1) 0.55 0.54 0.49 0.53 0.59
Net Realized and Unrealized Gain
(Loss) on Investments (0.62) 0.23 0.16 (0.11) 0.79
-------- -------- -------- -------- --------
Total from Investment Operations (0.07) 0.77 0.65 0.42 1.38
-------- -------- -------- -------- --------
Less Distributions:
From Net Investment Income (0.56) (0.54) (0.49) (0.53) (0.59)
From Net Realized Capital Gains (0.31) 0.00 (0.09) (0.12) 0.00
-------- -------- -------- -------- --------
Total Distributions (0.87) (0.54) (0.58) (0.65) (0.59)
-------- -------- -------- -------- --------
Net Asset Value at End of Period $ 9.06 $ 10.00 $ 9.77 $ 9.70 $ 9.93
======== ======== ======== ======== ========
Total Return (0.78)% 8.10% 7.68% 4.38% 15.62%
Ratios & Supplemental Data
Net Assets at End of Period
(000's) $24,957 $28,134 $26,683 $23,708 $23,704
Ratio of Operating Expenses to
Average Net Assets(1) 0.72% 0.89% 1.12% 1.12% 1.06%
Ratio of Net Investment Income to
Average Net Assets 5.81% 5.47% 5.58% 5.46% 6.35%
Portfolio Turnover Rate 300.53% 112.69% 43.65% 68.76% 113.50%
</TABLE>

(1) Net Investment Income is after reimbursement of certain expenses and/or a
management fee waiver by Schroder. (See Note 3 to the Trust's financial
statements.) Had Schroder not undertaken to pay, reimburse or waive expenses
related to the Fund, the Net Investment Income per share and Ratio of
Operating Expenses to Average Net Assets would have been as follows: 1999 -
$0.50 and 1.22%, 1998 - $0.51 and 1.25%, 1997 - $0.47 and 1.33%, 1996 -
$0.52 and 1.24%, 1995 - $0.56 and 1.50%, respectively.

25
<PAGE>
SCHRODER SHORT-TERM INVESTMENT FUND

(For an Investor Share outstanding throughout the period.)

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
------------------------------------------------------------------------
1999 1998 1997 1996 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value at Beginning of
Period $ 9.90 $ 9.87 $ 9.87 $ 9.88 $ 9.88
Income from Investment Operations:
Net Investment Income 0.51(1) 0.46(1) 0.46(1) 0.45 0.49(1)
Net Realized and Unrealized Gain
(Loss) on Investments (0.16) 0.03 (0.00) 0.00 0.00
-------- -------- -------- -------- --------
Total from Investment Operations 0.35 0.49 0.46 0.45 0.49
-------- -------- -------- -------- --------
Less Distributions:
From Net Investment Income (0.51) (0.46) (0.46) (0.45) (0.49)
In Excess of Net Investment
Income 0.00 0.00 0.00 (0.01) 0.00
-------- -------- -------- -------- --------
Total Distributions (0.51) (0.46) (0.46) (0.46) (0.49)
-------- -------- -------- -------- --------
Net Asset Value at End of Period $ 9.74 $ 9.90 $ 9.87 $ 9.87 $ 9.88
======== ======== ======== ======== ========
Total Return 3.62% 5.09% 4.74% 4.63% 5.02%
Ratios & Supplemental Data
Net Assets at End of Period
(000's) $27,102 $30,054 $27,346 $30,527 $33,936
Ratio of Operating Expenses to
Average Net Assets 1.03%(1) 1.03%(1) 1.03%(1) 1.00% 0.95%(1)
Ratio of Net Investment Income to
Average Net Assets 5.21% 4.65% 4.64% 4.50% 4.91%
Portfolio Turnover Rate 92.23% 92.95% 65.57% 154.66% 27.86%
</TABLE>

(1) Net Investment Income is after reimbursement of certain expenses by
Schroder. (See Note 3 to the Trust's financial statements.) Had Schroder not
undertaken to pay or reimburse expenses related to the Fund, the Net
Investment Income per share and Ratio of Operating Expenses to Average Net
Assets would have been as follows: 1999 - $0.49 and 1.19%, 1998 - $0.45 and
1.12%, 1997 - $0.46 and 1.05%, 1995 - $0.47 and 1.08%, respectively.

26
<PAGE>

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

<CAPTION>
PLEASE READ THE PROSPECTUS CAREFULLY BEFORE YOU INVEST.
SCHRODER CAPITAL FUNDS (DELAWARE) SCHRODER SERIES TRUST
<S> <C>
SCHRODER INTERNATIONAL FUND SCHRODER LARGE CAPITALIZATION EQUITY FUND
SCHRODER EMERGING MARKETS FUND SCHRODER SMALL CAPITALIZATION VALUE FUND
SCHRODER INTERNATIONAL SMALLER COMPANIES FUND SCHRODER MIDCAP VALUE FUND
SCHRODER GREATER CHINA FUND SCHRODER INVESTMENT GRADE INCOME FUND
SCHRODER U.S. DIVERSIFIED GROWTH FUND SCHRODER SHORT-TERM INVESTMENT FUND
SCHRODER U.S. SMALLER COMPANIES FUND
SCHRODER MICRO CAP FUND

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

27
<PAGE>
[Schroders Logo]
ACCOUNT APPLICATION
SCHRODER SERIES TRUST INVESTOR SHARES

1. INITIAL INVESTMENT ________________________________________________________

The minimum initial CHECK ONE CHECK ONE
investment in each / /Schroder Large Capitalization / / Check enclosed for
Fund is $10,000. Equity Fund $___________
/ /Schroder Small Capitalization
Value Fund
/ /Schroder MidCap Value Fund / / Wire transfer
(see instructions
/ /Schroder Investment Grade on Page A-3)
Income Fund Initial wire
/ /Schroder Short-Term amount $__________
Investment Fund / / Statement of
Intention*
Investment amount
$___________

*Subject to Prospectus disclosure
regarding Statement of Intention

2. ACCOUNT REGISTRATION_______________________________________________________

For individual: 1.
Use item 1 ___________________ ____ __________________________________
First Name M.I. Last Name

__ __ __-__ __-__ __ __ __ ________________________________
Social Security Number Date of Birth

_____________________________________________________________
Employer Name

_____________________________________________________________
Employer Address

_____________________________________________________________
Occupation

For joint account: 2.
Use items 1 & 2 ___________________ ____ __________________________________
First Name M.I. Last Name

__ __ __-__ __-__ __ __ __ ________________________________
Social Security Number In the case of two or more
co-owners, the account will be
registered "Joint Tenants with
Rights of Survivorship" unless
otherwise specified above.

For a minor: 3.
Use item 3 _______________________ ____ ____________________________
First Name of Custodian M.I. Last Name of Custodian

Custodian for
________________________ ____ ____________________________
Minor's First Name M.I. Last Name

__ __ __-__ __-__ __ __ __ Under the_____________Uniform
Minor's Social Security Name of State
Number Gifts/Transfers for Minors Act.

For a Trust: 4.
(including __________________________ ________________________________
Pension Plans): Name of Trustee Trust Agreement Date (mandatory)
Use item 4
__________________________ ________________________________
Trust Beneficiary Taxpayer's I.D. Number

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

A-1

<PAGE>

3. ACCOUNT DESCRIPTION ________________________________________________________

/ /Individual-Taxable / /Defined Benefit / /Foundation/Endowment / /Trust
/ /Individual Plan / /401(k) Plan / /Other
Custodian/IRA* / /Defined
/ /Pension Plan Contribution Plan
(*Additional application required)

4. MAILING ADDRESS ____________________________________________________________

____________________________________________ ______________
Street1 Apt. No.

____________________________________________________________
Street2

__________________________________ __________ ____________
City State Zip

_________________________________ __________________________
Daytime Phone Number Evening Phone Number

5. DUPLICATE STATEMENT ADDRESS (OPTIONAL)______________________________________

____________________________________________________________
Name of Individual / Company

____________________________________________________________
Street

__________________________________ __________ ____________
City State Zip

_____________________________________________________________
Daytime Phone Number

6. DEALER INFORMATION (FOR BROKER/DEALER USE ONLY)_____________________________

_______________________________ ____________________________
Name of Dealer Dealer Number

_____________________________________________________________
Branch Address

__________________________________ __________ ____________
City State Zip

____________________________ _______________________________
Phone Number Registered Rep Name and Number

7. DISTRIBUTIONS_______________________________________________________________

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

A-2
<PAGE>

8. Bank Account Designation ___________________________________________________
ACCOUNT NAME MUST MATCH THE NAME IN SECTION 2.
This section must be PLEASE ATTACH A BLANK/VOIDED CHECK FOR
completed to permit ACCOUNT AND BANK INFORMATION.
certain options
chosen in Sections 7
and 9.
________________________ ________________________
Name of Bank Branch
________________ ________________ ______ ______
Bank Address City State Zip
_________________________________ ________________
Type of Account (Checking/Savings) Account Number

9. SYSTEMATIC INVESTMENT___________________________________________________

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

10. TELEPHONE EXCHANGE_________________________________________________________

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

11. TELEPHONE REDEMPTION ______________________________________________________

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

12. MAILING INSTRUCTIONS ______________________________________________________

Please send this
application with your
check to:

REGULAR MAIL OVERNIGHT OR EXPRESS MAIL
Schroder Mutual Funds Boston Financial Data Services, Inc.
P.O. Box 8507 66 Brooks Drive
Boston, Mass 02266 Braintree, MA 02184
Attn: Schroder Mutual Funds

13. WIRING INSTRUCTIONS _______________________________________________________

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

Complete the account application and mail
it to the address listed in Section 12 above.

A-3
<PAGE>

14. ACKNOWLEDGMENT, CERTIFICATION & SIGNATURES _______________________________

This section must be TAXPAYER IDENTIFICATION NUMBER CERTIFICATION
signed in order to 1. Under the penalties of perjury, the undersigned
open a Schroder certifies: (Check Appropriate Box, If Applicable)
Series Trust Account. / / That the number shown on this form is my correct
taxpayer identification number ant that I am not
subject to backup withholding because (a) I am exempt
from backup withholding, (b) I have not been notified
by the Internal Revenue Service that I am subject to
backup withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has notified
me that I am no longer subject to backup withholding.

-or-

/ / That I have not provided a taxpayer identification
number because I have not been issued a number, but I
have applied for one or will do so in the near future.
I understand that if I do not provide my number to the
Fund within 60 days, the Fund will be required to begin
backup withholding.
2. Under the penalties of perjury,the undersigned
certifies:
That he/she is a citizen of / / the United States or
/ / __________ (provide name of country).
3. By signing this Application, the undersigned (1)
certifies that he/she has received, reviewed and
accepts this Application (including the services
described herein) and the current prospectus of
Schroder Series Trust; and (2) agrees that all
statements in this Application apply to shares of any
Fund of Schroder Series Trust into which his/her shares
are transferred.
4. The undersigned certifies that he/she (1) was not
offered any advice or recommendations on investing
in any Fund by any representative of Schroder Series
Trust and (2) understands that the undersigned must
make his/her own investment decisions and assumes all
risk of loss - including possible loss of principal -
resulting from decisions to purchase, exchange or
sell shares of any Fund(s).

______________________________________________________
Signature of Investor/Trustee Date
______________________________________________________
Signature of Joint Investor/Co-Trustee Date
(if any)
______________________________________________________
Signature of Individual, Custodian, Date
Trustee or Officer
______________________________________________________
Signature of Corporate Officer Date

A-4

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

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

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

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

COUNSEL
Ropes & Gray
One International Place
Boston, Massachusetts 02110

INDEPENDENT ACCOUNTANTS
Arthur Andersen LLP
1345 Avenue of the Americas
New York, New York 10105
<PAGE>
- --------------------------------------------------------------------------------

SCHRODER SERIES TRUST

SCHRODER SERIES TRUST
P.O. Box 8507
Boston, MA 02266
800-464-3108

WS300IP

File No. 811-7840
<PAGE>

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, 2000

This Statement of Additional Information (SAI) is not a prospectus and is only
authorized for distribution when accompanied or preceded by a Prospectus for the
Funds, as amended or supplemented from time to time. This SAI relates to the
Funds' Investor Shares and Advisor Shares. Investor Shares and Advisor Shares
are offered through separate Prospectuses, each dated March 1, 2000. This SAI
contains information which may be useful to investors but which is not included
in the Prospectuses. Investors may obtain free copies of the Prospectuses by
calling the Trust at 800-464-3108.

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

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
TRUST HISTORY -1-

FUND CLASSIFICATION -1-

CAPITALIZATION AND SHARE CLASSES -1-

MISCELLANEOUS INVESTMENTS, INVESTMENT PRACTICES AND RISKS -2-

INVESTMENT RESTRICTIONS -17-

TRUSTEES AND OFFICERS -20-

SCHRODER AND ITS AFFILIATES -23-

MANAGEMENT CONTRACTS -23-

ADMINISTRATIVE SERVICES -25-

DISTRIBUTOR -25-

BROKERAGE ALLOCATION AND OTHER PRACTICES -27-

DETERMINATION OF NET ASSET VALUE -30-

REDEMPTIONS IN KIND -31-

TAXES -31-

PRINCIPAL HOLDERS OF SECURITIES -34-

PERFORMANCE INFORMATION -38-

CUSTODIAN -40-

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT -40-

INDEPENDENT ACCOUNTANTS -40-

LEGAL COUNSEL -40-

SHAREHOLDER LIABILITY -40-

FINANCIAL STATEMENTS -40-

APPENDIX A - RATINGS OF CORPORATE DEBT INSTRUMENTS A-1
</TABLE>

<PAGE>

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. Prior
to March 1997, the name of the Trust was "WSIS Series Trust." Schroder
Investment Management North America Inc. ("Schroder") and its corporate
predecessors have served as investment adviser to the Trust since its inception.

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 "Investment Company Act"). Each Fund is also a
"diversified" investment company under the Investment Company 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 Schroder Short-Term
Investment Fund) are presently divided into two classes, Investor Shares and
Advisor Shares. Schroder Short-Term Investment Fund offers Investor Shares only.
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 will normally be more favorable than
that of the Fund's Advisor Shares over the same time period. A Fund may suspend
the sale of shares at any time.

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

<PAGE>

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

MISCELLANEOUS INVESTMENTS, INVESTMENT PRACTICES AND RISKS

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

CERTAIN DERIVATIVE INSTRUMENTS

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

OPTIONS

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

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

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

In return for the premium received when it writes a covered call
option, the Fund gives up some or all of the opportunity to profit from an
increase in the market price of the securities covering the call option during
the life of the option. The Fund retains the risk of loss should the price of
such securities decline. If the option expires unexercised, the Fund realizes a
gain

<PAGE>

equal to the premium, which may be offset by a decline in price of the
underlying security. If the option is exercised, the Fund realizes a gain or
loss equal to the difference between the Fund's cost for the underlying security
and the proceeds of the sale (exercise price minus commissions) plus the amount
of the premium.

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

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

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

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

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

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

<PAGE>

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 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

<PAGE>

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 United States Internal Revenue
Code of 1986, may also restrict the Trust's use of options.

FUTURES CONTRACTS

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

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

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

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

<PAGE>

the Fund) in order to hedge against an anticipated rise in interest rates that
would adversely affect the value of the Fund's portfolio securities. When
hedging of this character is successful, any depreciation in the value of
portfolio securities may substantially be offset by appreciation in the value of
the futures position.

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

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

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

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

<PAGE>

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.

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

<PAGE>

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.

SPECIAL RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS

LIQUIDITY RISKS. Positions in futures contracts may be closed out only
on an exchange or board of trade which provides a secondary market for such
futures. Although each Fund intends to purchase or sell futures only on
exchanges or boards of trade where there appears to be an active secondary
market, there is no assurance that a liquid secondary market on an exchange or
board of trade will exist for any particular contract or at any particular time.
If there is not a liquid secondary market at a particular time, it may not be
possible to close a futures

<PAGE>

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 futures markets. Second, the margin requirements in the
futures markets are less onerous than margin requirements in the securities
markets in general, and as a result the futures markets may attract more
speculators than the securities markets do. Increased participation by
speculators in the futures markets may also cause temporary price distortions.
Due to the possibility of price distortion, even a correct forecast of general
market trends by Schroder may still not result in a successful hedging
transaction over a very short time period.

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

<PAGE>

engage in hedging transactions may also be limited by certain regulatory and tax
considerations.

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

FORWARD COMMITMENTS

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

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

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 remaining 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 speculative characteristics, and are subject to greater
credit and market risks than higher-rated securities. A description of the
various ratings assigned to fixed-income securities by Moody's and Standard &
Poor's is included in Appendix A to this SAI. These Funds may also hold a
portion of their assets in cash or money market instruments.

REPURCHASE AGREEMENTS

<PAGE>

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

WHEN-ISSUED SECURITIES

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

LOANS OF FUND PORTFOLIO SECURITIES

Each Fund may lend its portfolio securities, provided: (1) the loan is
secured continuously by collateral consisting of U.S. Government securities,
cash, or cash equivalents adjusted daily to have market value at least equal to
the current market value of the securities loaned; (2) the Fund may at any time
call the loan and regain the securities loaned; (3) the Fund will receive any
interest or dividends paid on the loaned securities; and (4) the aggregate
market value of the Fund's portfolio securities loaned will not at any time
exceed 25% of the total assets of the Fund. In addition, it is anticipated that
the Fund may share with the borrower

<PAGE>

some of the income received on the collateral for the loan or that it will be
paid a premium for the loan. Before a Fund enters into a loan, Schroder
considers all relevant facts and circumstances, including the creditworthiness
of the borrower. The risks in lending portfolio securities, as with other
extensions of credit, consist of possible delay in recovery of the securities or
possible loss of rights in the collateral should the borrower fail financially.
Although voting rights or rights to consent with respect to the loaned
securities pass to the borrower, a Fund retains the right to call the loans at
any time on reasonable notice, and it will do so in order that the securities
may be voted by the Fund if the holders of such securities are asked to vote
upon or consent to matters materially affecting the investment. A Fund will not
lend portfolio securities to borrowers affiliated with that Fund.

FOREIGN SECURITIES

Each Fund may invest 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.

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.

<PAGE>

Tax conventions between certain countries and the United States may reduce or
eliminate such taxes. It is impossible to determine the effective rate of
foreign tax in advance since the amount of a Fund's assets to be invested in
various countries is not known, and tax laws and their interpretations may
change from time to time and may change without advance notice. Any such taxes
paid by a Fund will reduce its net income available for distribution to
shareholders.

FOREIGN CURRENCY TRANSACTIONS

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

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

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

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

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

<PAGE>

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.

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

<PAGE>

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

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

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

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

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

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

<PAGE>

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.

WARRANTS TO PURCHASE SECURITIES

The Funds may purchase warrants to purchase securities. Bonds issued
with warrants attached to purchase equity securities have many characteristics
of convertible bonds and their prices may, to some degree, reflect the
performance of the underlying stock. Bonds may also be issued with warrants
attached to purchase additional fixed income securities at the same coupon rate.
A decline in interest rates would permit the Fund to buy additional bonds at the
favorable rate or to sell the warrants at a profit. If interest rates were to
rise, the warrants would generally expire with no value.

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

<PAGE>

securities.

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

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. One risk of taking such temporary defensive
positions is that the Fund may not achieve its investment objective.

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 fundamental 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
Investment Company 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

<PAGE>

extraordinary or emergency purposes. Such borrowings will be
repaid before any additional investments are purchased.

(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.

<PAGE>

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.

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

<PAGE>

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).

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

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 SAI 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.

(*) Nancy A. Curtin, Trustee and Chairman of the Trust. 42. Trustee and
Chairman, Schroder Capital Funds, Schroder Capital Funds (Delaware), and
Schroder Series Trust II. Director and Managing Director, Schroder. Vice
Chairman and Director, Schroder Fund Advisors Inc. Formerly, Director,
Barings Asset Management.

David N. Dinkins, Trustee. 72. Trustee, Schroder Capital Funds 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. 83. Trustee, Schroder Capital Funds, 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. 49. Trustee, Schroder Capital Funds and
Schroder Capital Funds (Delaware). Partner, Wunder, Knight, Levine, Thelen &
Forscey. Director, Comsat Corp., Medicis Pharmaceutical Corp., and Whitman
Education Group, Inc. Formerly, Campaign Manager, Clinton/Gore '96.

<PAGE>

Peter E. Guernsey, Trustee. 78. Trustee, Schroder Capital Funds,
Schroder Capital Funds (Delaware), and Schroder Series Trust II. Formerly,
Senior Vice President, Marsh & McLennan, Inc.

(*) Sharon L. Haugh, Trustee. 54. Trustee, Schroder Capital Funds and
Schroder Capital Funds (Delaware). Director and Chairman, Schroder. Director and
Chairman, Schroder Fund Advisors Inc.

William L. Means, Trustee. 64. Trustee, Schroder Capital Funds,
Schroder Capital Funds (Delaware), and Schroder Series Trust II. Formerly, Chief
Investment Officer, Alaska Permanent Fund Corporation.

Clarence F. Michalis, Trustee. 78. Trustee, Schroder Capital Funds
and Schroder Capital Funds (Delaware). Chairman of the Board of Directors,
Josiah Macy, Jr. Foundation.

Hermann C. Schwab, Trustee. 80. Trustee, Schroder Capital Funds and
Schroder Capital Funds (Delaware). Trustee, St. Luke's/Roosevelt Hospital
Center. Formerly, consultant to Schroder Capital Management International Inc.

Alexandra Poe, President of the Trust. 39. First Vice President,
Schroder. Senior Vice President, Secretary, and General Counsel, Schroder Fund
Advisors Inc. President, Schroder Capital Funds and Schroder Capital Funds
(Delaware). Assistant Secretary, Schroder Series Trust II. Formerly, Attorney,
Gordon, Altman, Butowsky, Weitzen, Shalov & Wein and Vice President and Counsel,
Citibank, N.A.

Catherine A. Mazza, Vice President of the Trust. 40. Director and
Senior Vice President, Schroder. Executive Vice President and Director, Schroder
Fund Advisors Inc. Vice President, Schroder Capital Funds, Schroder Capital
Funds (Delaware), and Schroder Series Trust II. Formerly, Vice President,
Alliance Capital Management L.P.

Jane P. Lucas, Vice President of the Trust. 39. Senior Vice President,
Schroder.

Robert C. Michele, Vice President of the Trust. 40. Director and
Managing Director. Schroder. Formerly, Managing Director and Portfolio Manager,
Black Rock Financial Management and Director, CS First Boston Investment
Management.

Paul Morris, Vice President of the Trust. 38. Director and Managing
Director, Schroder. Formerly, Principal and Senior Portfolio Manager, Weiss,
Peck & Greer, L.L.C. and Managing Director, Equity Division, UBS Asset
Management.

Alan Mandel, Clerk, Treasurer, and Chief Financial Officer of the
Trust. 42. Secretary, Treasurer, and Chief Financial Officer of Schroder Capital
Funds, Schroder Capital Funds (Delaware), and Schroder Series Trust II. First
Vice President, Schroder. Formerly, Director of Mutual Fund Administration for
Salomon Brothers Asset Management, and prior thereto, Chief Financial Officer
and Vice President of Hyperion Capital Management.

Fergal Cassidy, Assistant Treasurer of the Trust. 30. Assistant
Treasurer, Schroder Capital Funds, Schroder Capital Funds (Delaware), and
Schroder Series Trust II. Vice

<PAGE>

President and Controller - NY, Schroder. Treasurer and Chief Financial Officer,
Schroder Fund Advisors Inc. Formerly, Senior Accountant, Concurrency Management
Corp.

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

Barbara Gottlieb, Assistant Clerk of the Trust. 46. Assistant
Secretary, Schroder Capital Funds and Schroder Capital Funds (Delaware). Vice
President, Schroder.

Nicholas Rossi, Assistant Clerk of the Trust. 36. Assistant Clerk,
Schroder Capital Funds and Schroder Capital Funds (Delaware). Associate,
Schroder. Assistant Vice President, Schroder Fund Advisors Inc. Formerly, Mutual
Fund Specialist, Willkie Farr & Gallagher and Fund Administrator, Furman Selz
LLC.

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

(*) Trustee who is an "interested person" (as defined in the Investment
Company 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 Investment
Company Act) of the Trust, Schroder, or Schroder Fund Advisors Inc.
("Disinterested Trustees") receive an annual retainer of $11,000 for their
services as Trustees of all open-end investment companies distributed by
Schroder Fund Advisors Inc. with the exception of Schroder Series Trust II, 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 such investment companies based on their relative net assets.
Payments of meeting fees are allocated only among those investment companies to
which the meeting relates.

The table below sets forth information regarding compensation paid for
the fiscal year ended October 31, 1999 to the Disinterested Trustees by the
Trust and other funds in the Schroder "Fund Complex" (as defined below).

COMPENSATION TABLE

<TABLE>
<CAPTION>
------------------------------------------------------------------
(3)
(1) (2) TOTAL COMPENSATION
AGGREGATE FROM TRUST AND
NAME OF COMPENSATION FUND COMPLEX PAID TO
TRUSTEE FROM TRUST TRUSTEES*
------------------------------------------------------------------
<S> <C> <C>
David N. Dinkins $3,691 $16,250
Peter E. Guernsey $3,847 $26,500
John I. Howell $4,557 $29,000
Peter S. Knight $3,847 $17,000
William L. Means** $3,847 $26,500
Clarence F. Michalis $3,847 $17,000
Hermann C. Schwab $3,847 $17,000
------------------------------------------------------------------
</TABLE>

<PAGE>

* The Total Compensation listed in column (3) for each Trustee includes
compensation for services as a Trustee of the Trust, Schroder Capital
Funds ("SCF"), Schroder Capital Funds II ("SCF II"), Schroder Capital
Funds (Delaware) ("SCFD"), and Schroder Series Trust II ("SST II"). The
Trust, SCF, SCF II, SCFD, and SST II are considered part of the same
"Fund Complex" for these purposes. SCF II ceased operations and was
substantially liquidated in July 1999.

** Mr. Means was elected Trustee of the Trust on December 15, 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 (together with its predecessors) has served as the investment
adviser for each of the Funds since its inception. Schroder is a wholly owned
subsidiary of Schroder U.S. Holdings Inc., which engages through its subsidiary
firms in the investment banking, asset management, and securities businesses.
Affiliates of Schroder U.S. Holdings Inc. (or their predecessors) have been
investment managers since 1927. Schroder U.S. Holdings Inc. is an indirect,
wholly owned U.S. subsidiary of Schroders plc, a publicly owned holding company
organized under the laws of England. Schroders plc and its affiliates
currently engage in the investment banking and asset management businesses,
and as of June 30, 1999, had under management assets of approximately $208
billion. Schroder's address is 787 Seventh Avenue, New York, New York 10019.

In January 2000, Schroders plc agreed to sell its worldwide investment
banking business to Salomon Smith Barney. The transaction, which is expected to
be completed by May 2000, is subject to regulatory approvals and satisfaction of
closing conditions. Schroders plc will retain its asset management businesses.

Schroder Fund Advisors Inc., the Trust's principal underwriter, is a
wholly owned subsidiary of Schroder.

MANAGEMENT CONTRACTS

<PAGE>

Under Amended and Restated 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.

Under the Management Contracts, Schroder is required to regularly
provide the Funds with investment research, advice, and supervision, and
continuously furnishes 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 Investment Company Act, and to a Fund's investment
objectives, policies, and restrictions, and subject further to such policies and
instructions as the Trustees may from time to time establish.

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

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

<PAGE>

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
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 Investment Company Act.

RECENT INVESTMENT ADVISORY FEES. For its fiscal years ended October 31,
1999, 1998, and 1997, 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 - $320,688, $336,444, and
$386,774; Schroder Small Capitalization Value Fund - $602,520, $849,196, and
$738,419; Schroder Investment Grade Income Fund - $0, $56,085, and $68,842;
Schroder Short-Term Investment Fund - $66,578, $88,011, and $115,947; and
Schroder MidCap Value Fund $0, $0, and $0.

Schroder waived its fees in the following amounts during the fiscal
years ended October 31, 1999, 1998, and 1997, respectively, pursuant to expense
limitations and/or waivers in effect during such periods: Schroder Large
Capitalization Equity Fund - $197,751, $92,467, and $0; Schroder Small
Capitalization Value Fund - $25,571, $13,941, and $0; Schroder Investment Grade
Income Fund - $135,703, $98,978, and $51,045; Schroder Short-Term Investment
Fund - $45,235, $26,333, and $8,528; and Schroder MidCap Value Fund $125,949,
$104,762, and $14,908. Schroder paid an additional $21,954 in fiscal 1999,
$25,506 in fiscal 1998, and $34,610 in fiscal 1997 in other Fund expenses with
respect to Schroder MidCap Value Fund in order to effect the expense limitation
for that Fund.

ADMINISTRATIVE SERVICES

On behalf of each Fund, the Trust has entered into an administration
agreement with State Street Bank and Trust Company ("State Street") pursuant to
which State Street provides administrative services necessary for the operation
of the Funds, including recordkeeping, preparation of shareholder
communications, assistance with regulatory compliance (such as reports to and
filings with the Securities and Exchange Commission and state securities
commissions), preparation and filing of tax returns, preparation of the Trust's
periodic financial reports, and certain other fund accounting services.

Under the administration agreement, the Trust and other funds managed
by Schroder pay complex-wide fees according to the following annual rates based
on the combined average daily net assets of such funds: 0.06% of the first $1.7
billion of such assets, 0.04% of the next $1.7 billion of such assets, and 0.02%
of such assets in excess of $3.4 billion, subject to certain minimum
requirements. Prior to June 1, 1999, the Trust paid compensation to State Street
under the agreement at the following annual rates based on the average daily net
assets of each Fund taken separately: 0.08% of the first $125 million of such
assets, 0.06% of the next $125 million of such assets, and 0.04% of such assets
in excess of $250 million, subject to certain minimum requirements.

<PAGE>

For the fiscal years ended October 31, 1999, 1998, and 1997,
respectively, each Fund paid the following fees to State Street under the
administration agreement: Schroder Large Capitalization Equity Fund - $81,894,
$76,431, and $72,691; Schroder Small Capitalization Value Fund - $78,559,
$115,327, and $105,979; Schroder Investment Grade Income Fund - $34,405,
$39,562, and $37,328; Schroder Short-Term Investment Fund - $36,320, $41,377,
and $46,312; and Schroder MidCap Value Fund $16,530, $17,015, and $6,938.

DISTRIBUTOR

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

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

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

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

<PAGE>

SHAREHOLDER SERVICING PLAN FOR ADVISOR SHARES. Each Fund has also
adopted a Shareholder Servicing Plan (the "Service Plan") for the Advisor Shares
of the Fund (except for Schroder Short-Term Investment Fund which does not
offer 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 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 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.

The Service Plan was initially adopted for each Fund (except Schroder
Short-Term Investment Fund) in September 1997. In the fiscal years ended October
31, 1999, 1998 and 1997, respectively, the Funds paid the following amounts to
the Distributor under the Service Plan, all of which was, in turn, paid by the
Distributor to Service Organizations: Schroder Large Capitalization Equity Fund
- - $82, $0, and $0; Schroder Small Capitalization Value Fund - $298, $56, and
$10; Schroder Investment Grade Income Fund - $0, $0, and $0; and Schroder MidCap
Value Fund $35, $0, and $0.

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

<PAGE>

equitable to each. In some cases, this procedure could have an adverse effect on
the price or amount of the securities purchased or sold by the Trust. Purchase
and sale orders for the Trust may be combined with those of other clients of
Schroder in the interest of achieving the most favorable net results for the
Trust.

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

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

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

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

To the extent permitted by law, the Funds may engage in brokerage
transactions with Schroder & Co. Inc. ("Schroder & Co."), which is

<PAGE>

an affiliate of Schroder, or with unaffiliated brokers who trade or clear
through Schroder & Co. or Lewco Securities Corp. ("Lewco"), another affiliate
of Schroder, to effect securities transactions on U.S. exchanges, or Schroder
Securities Limited and its affiliates (collectively, "Schroder Securities"),
affiliates of Schroder, to effect securities transactions on various foreign
securities exchanges on which Schroder Securities has trading privileges.
Consistent with regulations under the Investment Company Act, the Funds have
adopted procedures which are reasonably designed to provide that any
commissions or other remuneration the Funds pay to any affiliated broker 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,
governing floor trading. This rule permits the Funds to effect, but not
execute, exchange listed securities transactions with any affiliated broker
who pays a portion of the brokerage commissions it receives from a Fund to
the brokers executing the transactions. Also, due to securities law
limitations, the Funds may be required to limit purchases of securities in a
public offering if Schroder & Co., Lewco, Schroder Securities, or one of
their affiliates is a member of the syndicate for that offering.

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

The following table shows the aggregate brokerage commissions paid by
each Fund during the three most recent fiscal years.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
BROKERAGE BROKERAGE BROKERAGE
COMMISSIONS PAID COMMISSIONS PAID COMMISSIONS PAID
DURING FISCAL DURING FISCAL DURING FISCAL
YEAR ENDED YEAR ENDED YEAR ENDED
FUND 10/31/99 10/31/98 10/31/97
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Schroder Large Capitalization Equity Fund $115,789 $94,703 $70,042

Schroder Small Capitalization Value Fund $296,970 $316,011 $206,472

Schroder MidCap Value Fund $68,666 $71,042 $17,043

Schroder Investment Grade Income Fund $0 $0 $0

Schroder Short-Term Investment Fund $0 $0 $0
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

The following table shows information regarding Fund transactions placed
with brokers and dealers during the fiscal year ended October 31, 1999
identified as having been executed on the basis of research and other services
provided by the broker or dealer.

<PAGE>

<TABLE>
<CAPTION>
Total Dollar Value of Commissions Paid with
Fund Such Transactions Respect to Such Transactions
---- --------------------- ----------------------------
<S> <C> <C>
Schroder Large $26,391,264 $29,920 (which amount represents approximately
Capitalization Equity 23.45% of the total brokerage commissions
Fund paid by the Fund)

Schroder Small $6,052,837 $16,929 (which amount represents approximately
Capitalization Value 3.84% of the total brokerage commissions paid
Fund by the Fund)

Schroder MidCap $714,249 $1,086 (which amount represents approximately 1.26%
Value Fund of the total brokerage commissions paid by the
Fund)
</TABLE>

Funds that are not listed in the table did not pay any commissions
related to brokerage or research services for the stated periods, although,
during the fiscal year ended October 31, 1999, Schroder Investment Grade
Income Fund received related credits in the amount of $1,169 derived from
selling concessions on purchases of new corporate debt issues in transactions
totaling $3,271,495. The Funds paid no brokerage commissions to Schroder &
Co., Lewco, or Schroder Securities in the three most recent fiscal years.

DETERMINATION OF NET ASSET VALUE

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

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

Equities listed or traded on a domestic or foreign stock exchange
(including the National Association of Securities Dealers' Automated Quotation
System ("NASDAQ")) for which last sales information is regularly reported are
valued at their last reported sales prices on such exchange on that day or, in
the absence of sales that day, such securities are valued at the mean of the
closing bid and ask prices ("mid-market price") or, if none, the last sales
price on the preceding trading day. (Where the securities are traded on more
than one exchange, they are valued on the exchange on which the security is
primarily traded.) Securities purchased in an initial public offering and which
have not commenced trading in a secondary market are valued at cost. Unlisted
securities for which over-the-counter market quotations are readily available
generally are valued at the most recently reported mid-market prices. Fixed
income securities with remaining maturities of more than 60 days are valued on
the basis of valuations provided by pricing services that determine valuations
for normal institutional size trading units of fixed income securities, or
through obtaining independent quotes from market makers. Short-term fixed income
securities with remaining maturities of 60 days or less are valued at amortized
cost, which approximates market value, unless Schroder believes another
valuation is more appropriate. Securities for which current market quotations
are not readily available are valued at fair value pursuant to procedures
established by the Trustees.

All assets and liabilities of a Fund denominated in foreign currencies
are translated into U.S. dollars based on the mid-market price of such
currencies against the U.S. dollar at the time when last

<PAGE>

quoted.

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

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

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

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

REDEMPTIONS IN KIND

The Trust had agreed to redeem shares of each Fund solely in cash up to
the lesser of $250,000

<PAGE>

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.

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 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

<PAGE>

paid to the shareholder by each of the Funds for the preceding year. Dividends
and distributions on a Fund's shares are generally subject to federal income tax
as described herein to the extent they do not exceed the Fund's realized income
and gains, even though such dividends and distributions may economically
represent a return of a particular shareholder's investment. Such distributions
are likely to occur in respect of shares purchased at a time when a Fund's net
asset value reflects gains that are either unrealized, or realized but not
distributed. Such realized gains may be required to be distributed even when a
Fund's net asset value also reflects unrealized losses.

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

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

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

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

A Fund may be required to withhold 31% of certain of your dividends if
you have not provided

<PAGE>

the Fund with your correct taxpayer identification number (normally your Social
Security number), or if you are otherwise subject to back-up withholding.

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 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 SAI. The
foregoing is primarily a summary of certain federal tax consequences of
investing in a Fund. You should consult your tax advisor for more information
about your own tax situation, including possible state and local taxes.

PRINCIPAL HOLDERS OF SECURITIES

As of February 18, 2000, 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 18, 2000 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.

<TABLE>
<CAPTION>
% of Fund Shares
Owned by
Schroder & Co. and Lewco Plans
------------------------------
<S> <C>
Schroder Large Capitalization Equity Fund 59.23%
Schroder Small Capitalization Value Fund 26.01%
Schroder Investment Grade Income Fund 85.71%
Schroder Short-Term Investment Fund 96.20%
Schroder MidCap Value Fund 55.13%
</TABLE>

<PAGE>

Due to their ownership of shares of each Fund, the Schroder & Co. Plans
and the Lewco Plans may be deemed to control each Fund.

To the knowledge of the Trust, as of February 18, 2000, 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.

<TABLE>
<CAPTION>
Percentage of
Outstanding
Shares of the
Record or Beneficial Owner Fund Class Class Owned
- -------------------------- ---- ----- -------------
<S> <C> <C> <C>
New York Life Trust Company Large Capitalization Investor 30.26%
William V. Zaleski, President and CEO Equity Fund
51 Madison Avenue, # 117A
New York, NY 10010-1603
Fidelity Investments Institutional Large Capitalization Investor 25.32%
Operations Co. Equity Fund
FBO Certain Employee Benefit Plans
Robert Hunter, Vice President
100 Magellan Way #KWIC
Covington, KY 4105-1987
Jupiter & Company Large Capitalization Investor 18.31%
C/O Investors Bank & Trust Equity Fund
P.O. Box 9130
PPG 90
Boston, MA 02117-9130
State Street Bank & Trust Company Large Capitalization Investor 5.25%
Trustee of the Lewco Equity Fund
Securities Pension Plans
T26501 Attn: Paul Chwaliszewski
PO Box 351
Boston, MA 02102-0351
Bank of New York for Various Plans Large Capitalization Investor 5.14%
Lewco Securities Corp. DTD 10/1/98 Equity Fund
The Centre at Purchase
3 Manhattanville Road
Purchase, NY 10577-2166
National Investor Services Corp. Large Capitalization Advisor 79.38%
FBO Our Customers Equity Fund
55 Water Street
New York, NY 10041-3299
Lewco Securities Corp. Large Capitalization Advisor 20.62%
FBO A/C # W44-402703-1-01 Equity Fund
34 Exchange Place, 4th Floor
Jersey City, NJ 07302-3885
The Henry L. Hillman Foundation, Inc. Small Capitalization Investor 5.39%
Ronald W. Wertz, Secretary Value Fund
2000 Grant Buidling
Pittsburgh, PA 15219

<PAGE>

Automobile Club of Michigan Small Capitalization Investor 7.16%
Paula F. Downey, Vice President Value Fund
Attn: Investment Dept.
1 Auto Club Drive
Dearborn, MI 48126-4213
Jupiter & Company Small Capitalization Investor 5.79%
C/O Investors Bank & Trust Value Fund
P.O. Box 9130
PPG 90
Boston, MA 02117-9130
FP VII Kinship Corporation Small Capitalization Investor 5.95%
Eric Schreiner, Vice President Value Fund
400 Skokie Blvd. South 300
Northbrook, IL 60062-7903
New York Life Trust Company Small Capitalization Investor 13.77%
William V. Zaleski, President and CEO Value Fund
51 Madison Avenue, # 117A
New York, NY 10010-1603
Fidelity Investments Institutional Small Capitalization Advisor 100%
Operations Co. Value Fund
FBO Certain Employee Benefit Plans
Robert Hunter, Vice President
100 Magellan Way #KWIC
Covington, KY 4105-1987
New York Life Trust Company MidCap Value Fund Investor 10.84%
William V. Zaleski, President and CEO
51 Madison Avenue, # 117A
New York, NY 10010-1603
Jupiter & Company MidCap Value Fund Investor 34.44%
C/O Investors Bank & Trust
P.O. Box 9130
PPG 90
Boston, MA 02117-9130
State Street Bank & Trust Company MidCap Value Fund Investor 10.05%
Trustee of the Lewco
Securities Pension Plans
T26501 Attn: Paul Chwaliszewski
PO Box 351
Boston, MA 02102-0351
Lewco Securities Corp. MidCap Value Fund Investor 5.48%
FBO A/C # W10-178249-8-01
34 Exchange Place, 4th Floor
Jersey City, NJ
07302-3885
Lewco Securities Corp. MidCap Value Fund Investor 8.15%
FBO A/C # W10-513091-8-01
34 Exchange Place, 4th Floor
Jersey City, NJ
07302-3885
Schroder Investment Management MidCap Value Fund Investor 5.14%
North America Inc.
Attn: Fergal Cassidy
787 Seventh Avenue, 34th Floor
New York, NY 10019-6081

<PAGE>

FTC & Co. MidCap Value Fund Advisor 100%
Attn: Data Lynx #225
P.O. Box 173736
Denver, CO 80217-3736
New York Life Trust Company Investment Grade Investor 19.41%
William V. Zaleski, President and CEO Income Fund
51 Madison Avenue, # 117A
New York, NY 10010-1603
Jupiter & Company Investment Grade Investor 50.47%
C/O Investors Bank & Trust Income Fund
P.O. Box 9130
PPG 90
Boston, MA 02117-9130
State Street Bank & Trust Company Investment Grade Investor 12.16%
Trustee of the Lewco Income Fund
Securities Pension Plans
T26501 Attn: Paul Chwaliszewski
PO Box 351
Boston, MA 02102-0351
Lewco Securities Corp. Investment Grade Investor 5.08%
FBO A/C # W10-494358-4-04 Income Fund
34 Exchange Place, 4th Floor
Jersey City, NJ 07302-3885
New York Life Trust Company Short-Term Investment Investor 85.15%
William V. Zaleski, President and CEO Fund
51 Madison Avenue, # 117A
New York, NY 10010-1603
Bank of New York for Various Plans Short-Term Investment Investor 7.33%
Lewco Securities Corp. DTD 10/1/98 Fund
The Centre at Purchase
3 Manhattanville Road
Purchase, NY 10577-2166
</TABLE>

<PAGE>

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, 1999 was 6.91% and 5.76%, 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 shares of the Fund have been offered) is determined by calculating
the actual dollar amount of investment return on a $1,000 investment in that
class of shares at the beginning of the period, and then calculating the
annual compounded rate of return which would produce that amount. Total return
for a period of one year or less is equal to the actual return during that
period. Total return calculations assume reinvestment of all Fund
distributions at net asset value on their respective reinvestment dates. Total
return may be presented for other periods.

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

The table below sets forth the average annual total return of Investor
Shares of the Funds for the one-year and five-year (if applicable) periods
ended October 31, 1999, and for the period from the commencement of a Fund's
operations until October 31, 1999. The table also sets forth average annual
total return information for a Fund's Advisor Shares, which includes estimated
pro forma information based on the performance of the Fund's Investor Shares
for periods prior to the inception date of Advisor Shares. Such prior
performance has been recalculated to reflect the actual fees and expenses
attributable to Advisor Shares. BECAUSE THE EXPENSES ATTRIBUTABLE TO A FUND'S
ADVISOR SHARES ARE HIGHER THAN THOSE ATTRIBUTABLE TO ITS INVESTOR SHARES, THE
PERFORMANCE OF THE FUND'S ADVISOR SHARES WILL NORMALLY BE LESS THAN THE
PERFORMANCE OF ITS INVESTOR SHARES OVER THE SAME PERIOD.

<PAGE>

AVERAGE ANNUAL TOTAL RETURN FOR PERIODS ENDED OCTOBER 31, 1999

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
SINCE
INCEPTION INCEPTION INCEPTION
FUND CLASS 1 YEAR 5 YEARS OF FUND DATE OF DATE OF YIELD (5)
(ANNUALIZED) FUND CLASS
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Schroder Large Investor Shares 23.35% 22.25% 18.07% 2/16/94 2/16/94 N/A
Capitalization
Equity Fund Advisor Shares (1) 23.03% 21.94% 17.77% 1/19/99
- ----------------------------------------------------------------------------------------------------------------------------------
Schroder Investor Shares -0.78% 6.87% 5.08% 2/22/94 2/22/94 6.91%
Investment
Grade Income Advisor Shares (2) -1.03% 6.34% 4.59% N/A
Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Schroder Investor Shares 3.62% 4.64% 4.31% 1/11/94 1/11/94 5.76%
Short-Term
Investment
Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Schroder Small Investor Shares 3.40% 12.21% 10.17% 2/16/94 2/16/94 N/A
Capitalization
Value Fund Advisor Shares (3) 2.94% 11.85% 9.83% 9/26/97
- ----------------------------------------------------------------------------------------------------------------------------------
Schroder Investor Shares 11.98% N/A 3.84% 8/1/97 8/1/97 N/A
MidCap Value
Fund Advisor Shares (4) 11.73% N/A 3.59% 10/23/98
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Total return for Advisor Shares of Schroder Large Capitalization Equity
Fund reflects pro forma information (based on Investor Share performance)
through January 18, 1999, and actual total return from January 19, 1999 (the
inception date of Advisor Shares of the Fund) through October 31, 1999. The
actual total return of Advisor Shares of the Fund from January 19, 1999
through October 31, 1999 was 8.99%.

(2) Total return for Advisor Shares of Schroder Investment Grade Income Fund
reflects pro forma information (based on Investor Share performance) for all
periods shown.

(3) Total return for Advisor Shares of Schroder 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, 1999.
The actual total return of Advisor Shares of the Fund from September 26, 1997
through October 31, 1999 was -6.99%.

(4) Total return for Advisor Shares of Schroder MidCap Value Fund reflects
pro forma information (based on Investor Share performance) through October
22, 1998, and actual total return from October 23, 1998 (the inception date of
Advisor Shares of the Fund) through October 31, 1999. The actual total return
of Advisor Shares of the Fund from October 23, 1998 through October 31, 1999
was 16.29%.

(5) For the 30-day period ended October 31, 1999.

From time to time, Schroder and its affiliates may reduce their
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.

CUSTODIAN

<PAGE>

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

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Boston Financial Data Services, Inc., 66 Brooks Drive, Braintree,
Massachusetts 02184, is the Trust's registrar, transfer agent, and dividend
disbursing agent.

INDEPENDENT ACCOUNTANTS

Arthur Andersen LLP, the Trust's independent accountants, provide audit
services and tax return preparation services. Their address is 1345 Avenue of
the Americas, New York, New York 10105.

LEGAL COUNSEL

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

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 a Fund would be
unable to meet its obligations.

FINANCIAL STATEMENTS

The Report of Independent Accountants, financial highlights, and
financial statements in respect of each Fund are included in the Trust's
Annual Report for the fiscal year ended October 31, 1999 on Form N-30D under
the Investment Company Act, filed electronically with the Securities and
Exchange Commission on December 30, 1999 (File No. 811-7840; Accession No.
0000912057-99-011019). That information is incorporated by reference into this
Statement of Additional Information.

<PAGE>

APPENDIX A

RATINGS OF CORPORATE DEBT INSTRUMENTS

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

FIXED-INCOME SECURITY RATINGS

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

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

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

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

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

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

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

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

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

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

Rating Refinements: Moody's may apply numerical modifiers, "1", "2", and
"3" in each generic rating classification from "Aa" through "B" in its
municipal fixed-income security rating system. The modifier "1"

<PAGE>

indicates that the security ranks in the higher end of its generic rating
category; the modifier "2" indicates a mid-range ranking; and a modifier "3"
indicates that the issue ranks in the lower end of its generic rating category.

COMMERCIAL PAPER RATINGS

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

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

STANDARD & POOR'S RATINGS SERVICES ("STANDARD & POOR'S")

FIXED-INCOME SECURITY RATINGS

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

"NR" Indicates that no rating has been requested, that there is insufficient
information on which to base a rating or that Standard & Poor's does not rate
a particular type of obligation as a matter of policy.

Fixed-income securities rated "BB", "B", "CCC", "CC" and "C" are regarded as
having predominantly speculative characteristics with respect to capacity to
pay interest and repay principal. "BB" indicates the least degree of
speculation and "C" the highest degree of speculation. While such fixed-income
securities will likely have some quality and protective characteristics, these
are out-weighed by large uncertainties or major risk exposures to adverse
conditions.

Plus (+) or minus (-): The rating from "AA" TO "CCC" may be modified by the
addition of a plus or minus sign to show relative standing with the major
ratings categories.

COMMERCIAL PAPER RATINGS

Standard & Poor's commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more
than 365 days. The commercial paper rating is not a recommendation to purchase
or sell a security. The ratings are based upon current information furnished
by the issuer or obtained by Standard & Poor's from other sources it considers
reliable. The ratings may be changed, suspended, or withdrawn as a result of
changes in or unavailability of such information. Ratings are graded into
group categories, ranging from "A" for the highest quality obligations to "D"
for the lowest. Ratings are applicable to both taxable and tax-exempt
commercial paper.

Issues assigned "A" ratings are regarded as having the greatest capacity for
timely payment. Issues in this category are further refined with the
designation "1", "2", and "3" to indicate the relative degree of safety.

"A-1" Indicates that the degree of safety regarding timely payment is very
strong.

"A-2" Indicates capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as overwhelming as for
issues designated "A-1".

"A-3" Indicates a satisfactory capacity for timely payment. Obligations
carrying this designation are, however,

<PAGE>

somewhat more vulnerable to the adverse effects of changes in circumstances than
obligations carrying the higher designations.

<PAGE>

PART C
OTHER INFORMATION

ITEM 23. EXHIBITS

(a) Agreement and Declaration of Trust (see Note 1).

(b) Bylaws of the Registrant (see Note 1).

(c)(i) Portions of Agreement and Declaration of Trust Relating to Shareholders'
Rights (see Note 1).

(ii) Portions of Bylaws Relating to Shareholders' Rights (see Note 1).

(d)(i) Amended and Restated Management Contract is filed herewith.

(ii) Amended and Restated Management Contract for Schroder MidCap Value Fund
is filed herewith.

(e) Distribution Agreement is filed herewith.

(f) Not applicable.

(g) Custodian Agreement (see Note 1).

(h)(i) Transfer Agent and Service Agreement (see Note 1).

(ii) Administration Agreement (see Note 1).

(iii) Form of Shareholder Service Agreement for Advisor Shares (see Note 2).

(iv) Form of Shareholder Servicing Plan for Advisor Shares (see Note 2).

(i) Opinion of Ropes & Gray is filed herewith.

(j) Consent of Independent Public Accountants is filed herewith.

(k) Not applicable.

(l) Initial Capital Agreement (see Note 1).

(m) Form of Distribution Plan and Agreement for Advisor Shares (see Note 2).

(n) Multiclass (Rule 18f-3) Plan (see Note 2).

<PAGE>

(o) Power of Attorney for Nancy A. Curtin, David N. Dinkins, Peter E. Guernsey,
Sharon L. Haugh, John I. Howell, Peter S. Knight, Alan M. Mandel, William
L. Means, Clarence F. Michalis, and Hermann C. Schwab is filed herewith.

Notes:

1. Exhibit incorporated by reference as filed on Post-Effective Amendment No. 11
via EDGAR on February 25, 1999, accession number 0000950135-97-000990.

2. Exhibit incorporated by reference as filed on Post-Effective Amendment No. 5
via EDGAR on April 14, 1997, accession number 0000950135-97-012780.

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.

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

<PAGE>

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 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,

<PAGE>

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 Distribution Agreement, filed herewith, 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, Schroder
Investment Management North America Inc. ("SIM N.A."), 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: Stefan Bottcher, Director of SIM N.A., who was
Director, Robert Fleming; Robert R. Coby, Director of SIM N.A., who was
President and Chief Operating Officer at Lynch & Mayer; Nancy A. Curtin,
Managing Director and Senior Vice President of SIM N.A., who was Director,
Barings Asset Management; Barbara Brooke Manning, First Vice President and
Chief Compliance Officer of SIM N.A., who was Senior Manager, Ernst & Young LLP;

<PAGE>

and Robert C. Michele, Director and Managing Director of SIM N.A., who was
Managing Director, BlackRock Financial Management. The address of SIM N.A.
and Schroder Fund Advisors is 787 Seventh Avenue, 34th Floor, New York, NY
10019.

Schroder Ltd. and Schroders plc. are located at 31 Gresham St., London EC2V 7QA,
United Kingdom. Each of Schroder Investment Management Limited, Schroder
Investment Management (UK) Limited, Schroder Investment Management (Europe),
Korea Schroder Fund Management Limited and Schroder Personal Investment
Management, are located at 33 Gutter Lane, London EC2V 8AS United Kingdom.
Schroder Investment Management (Singapore) Limited is located at #47-01 OCBC
Centre, Singapore. Schroder Investment Management (Hong Kong) Limited is located
at 8 Connaight Place, Hong Kong. Schroder Investment Management (Australasia)
Limited is located at 225 George Place, Sydney Australia. PT Schroder Investment
Management Indonesia is located at Lippo Plaza Bldg., 25 Jakarta, 12820.
Schroders (C.I.) Limited is located at St. Peter Port, Guernsey, Channel
Islands, GY1 3UF. Schroder Properties Limited is located at Senator House, 85
Queen Victoria Street, London EC4V 4EJ, United Kingdom. Schroder Fund Advisors
Inc. and SIM N.A. are located at 787 Seventh Avenue, 34th Floor, New York, NY
10019.

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) and
Schroder Series Trust II.

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

- -----------------------------------------------------------------------------------------------
NAME POSITION WITH UNDERWRITER POSITION WITH REGISTRANT
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
Nancy A. Curtin Vice Chairman and Director Chairman and Trustee
- -----------------------------------------------------------------------------------------------
Catherine A. Mazza Executive Vice President and Director Vice President
- -----------------------------------------------------------------------------------------------
Sharon L. Haugh Chairman and Director Trustee
- -----------------------------------------------------------------------------------------------
Fergal Cassidy Treasurer and Chief Financial Officer None
- -----------------------------------------------------------------------------------------------
Alexandra Poe General Counsel, Senior Vice President
President, Secretary and Director
- -----------------------------------------------------------------------------------------------
Alan M. Mandel Senior Vice President and Director Treasurer and Clerk
- -----------------------------------------------------------------------------------------------
Frances Selby Senior Vice President and Director None
- -----------------------------------------------------------------------------------------------
David Robertson Senior Vice President and Director None
- -----------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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

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, Alan M. Mandel;
Registrant's investment adviser, Schroder Investment Management North America
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, 34th
Floor, 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.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it has met all of the
requirements for effectiveness of this Amendment to its Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and 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 28th day of February, 2000.

SCHRODER SERIES TRUST

By: /s/ Alexandra Poe

Name: Alexandra Poe
Title: President

<PAGE>

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities indicated on February 28, 2000.

Principal Executive Officer

By: /s/ Alexandra Poe
Name: Alexandra Poe
Title: President

Principal Financial Officer

By: /s/ Alan M. Mandel
Name: Alan M. Mandel
Title: Treasurer

* Nancy A. Curtin, Trustee
* David N. Dinkins, Trustee
* Peter E. Guernsey, Trustee
* Sharon L. Haugh, Trustee
* John I. Howell, Trustee
* Peter S. Knight, Trustee
* William L. Means, Trustee
* Clarence F. Michalis, Trustee
* Hermann C. Schwab, Trustee

By: /s/ Alexandra Poe
Alexandra Poe Attorney-in-Fact*

* Pursuant to powers of attorney filed as Other Exhibits to this registration
statement.

<PAGE>

EXHIBIT INDEX

(d)(i) Amended and Restated Management Contract

(d)(ii) Amended and Restated Management Contract for Schroder Midcap Value Fund

(e) Distribution Agreement

(i) Opinion of Ropes & Gray

(j) Consent of Arthur Andersen LLP

<PAGE>

SCHRODER SERIES TRUST

AMENDED AND RESTATED
MANAGEMENT CONTRACT

This Management Contract dated as of August 9, 1994, as amended and
restated as of June 4, 1997, and further amended and restated as of September
15, 1999, between SCHRODER SERIES TRUST, a Massachusetts business trust (the
"Trust"), and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., a Delaware
corporation (the "Manager").

WITNESSETH:

That in consideration of the mutual covenants herein contained, it is
agreed as follows:

1. SERVICES TO BE RENDERED BY THE MANAGER TO THE TRUST.

(a) The Manager, at its expense, will furnish continuously an investment
program for each of the series of shares of beneficial interest of the Trust
listed in Appendix A to this Agreement (each, a "Fund"), will determine what
investments shall be purchased, held, sold, or exchanged by each of the Funds
and what portion, if any, of the assets of a Fund shall be held uninvested and
shall, on behalf of each Fund, make changes in the Fund's investments. In the
performance of its duties, the Manager will comply with the provisions of the
Agreement and Declaration of Trust and Bylaws of the Trust and each Fund's
stated investment objectives, policies, and restrictions, and will use its best
efforts to safeguard and promote the welfare of the Trust and to comply with
other policies which the Trustees may from time to time determine and shall
exercise the same care and diligence expected of the Trustees.

(b) The Manager, at its expense, except as such expense is paid by the
Trust as provided in Section 1(d), will furnish all necessary investment and
related management facilities, including salaries of personnel, required for it
to execute its duties faithfully. The Manager will pay the compensation, if any,
of certain officers of the Trust carrying out the investment management and
related duties provided for by this Contract.

(c) The Manager, at its expense, shall place all orders for the purchase
and sale of portfolio investments for each Fund's account with brokers or
dealers selected by the Manager. In the selection of such brokers or dealers and
the placing of such orders, the Manager shall use its best efforts to obtain for
each Fund the most favorable price and execution available, except to the extent
it may be permitted to pay higher brokerage commissions for brokerage and
research services as described below. In using its best efforts to obtain for a
Fund the most favorable price and execution available, the Manager,

<PAGE>

bearing in mind the Trust's best interests at all times, shall consider 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 or
dealer involved, and the quality of service rendered by the broker or dealer in
other transactions. Subject to such policies as the Trustees of the Trust may
determine, the Manager shall not be deemed to have acted unlawfully or to have
breached any duty created by this Contract or otherwise solely by reason of its
having caused a Fund to pay a broker or dealer that provides brokerage and
research services to the Manager an amount of commission for effecting a
portfolio investment transaction in excess of the amount of commission that
another broker or dealer would have charged for effecting that transaction, if
the Manager determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either that particular
transaction or the Manager's overall responsibilities with respect to the Fund
and to other clients of the Manager as to which the Manager exercises investment
discretion. The Trust hereby agrees with the Manager that any entity or person
associated with the Manager which is a member of a national securities exchange
is authorized to effect any transaction on such exchange for the account of the
Trust and any Fund thereof which is permitted by Section 11(a) of the Securities
Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder, and the Trust
hereby consents to the retention of compensation for such transactions in
accordance with Rule 11a2-2(T)(a)(2)(iv).

(d) The Manager shall not be obligated to pay any expenses of or for the
Trust not expressly assumed by the Manager pursuant to this Section 1 other than
as provided in Section 3.

2. OTHER AGREEMENTS, ETC.

It is understood that any of the shareholders, Trustees, officers, and
employees of the Trust may be a shareholder, director, officer, or employee of,
or be otherwise interested in, the Manager, and in any person controlled by or
under common control with the Manager, and that the Manager and any person
controlled by or under common control with the Manager may have an interest in
the Trust. It is also understood that the Manager and any person controlled by
or under common control with the Manager have and may have advisory, management,
service, or other contracts with other organizations and persons, and may have
other interests and business.

-2-

<PAGE>

3. COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER.

The Trust will pay to the Manager as compensation for the Manager's
services rendered, for the facilities furnished and for the expenses borne by
the Manager pursuant to Section 1, fees in respect of each of the Funds,
computed and paid quarterly at the following annual rates (based on the assets
of each Fund taken separately):

Schroder Large Capitalization Equity Fund -- 0.75% of average net asset value
Schroder Small Capitalization Value Fund -- 0.95% of average net asset value
Schroder Investment Grade Income Fund -- 0.50% of average net asset value
Schroder Short-Term Investment Fund -- 0.40% of average net asset value

Such average net asset value shall be determined by taking an average of
all of the determinations of such net asset value during such quarter at the
close of business on each business day during such quarter in which this
Contract is in effect. Such fees shall be payable for each fiscal quarter within
30 days after the close of such quarter and shall commence accruing as of the
date of the initial issuance of shares of the Trust to the public.

In the event that expenses of any Fund for any fiscal year should exceed
the expense limitation on investment company expenses imposed by any statute or
regulatory authority of any jurisdiction in which shares of that Fund are
qualified for offer or sale, the compensation due the Manager for such fiscal
year shall be reduced by the amount of such excess by a reduction or refund
thereof. In the event that the expenses of any Fund exceed any expense
limitation which the Manager may, by written notice to the Trust, voluntarily
declare to be effective subject to such terms and conditions as the Manager may
prescribe in such notice, the compensation due the Manager shall be reduced,
and, if necessary, the Manager shall assume expenses of that Fund, to the extent
required by such expense limitation.

If the Manager shall serve for less than the whole of a quarter, the
foregoing compensation shall be prorated.

4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.

This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment; and this Contract shall not be amended
unless such amendment be approved at a meeting by the affirmative vote of a
majority of the outstanding shares of the affected Fund, and by the vote, cast
in person at a meeting called for the purpose of voting on such approval, of a
majority of the Trustees of the Trust who are not interested persons of the
Trust or of the Manager.

5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.

-3-

<PAGE>

This Contract shall become effective upon its execution and shall remain in
full force and effect continuously thereafter (unless terminated automatically
as set forth in Section 4) until terminated as follows:

(a) Either party hereto may at any time terminate this Contract as to one
or more Funds or as to the Trust as a whole by not more than sixty days nor less
than thirty days written notice delivered or mailed by registered mail, postage
prepaid, to the other party, or

(b) If (i) the Trustees of the Trust or the shareholders by the affirmative
vote of a majority of the outstanding shares of any Fund, and (ii) a majority of
the Trustees of the Trust who are not interested persons of the Trust or of the
Manager, by vote cast in person at a meeting called for the purpose of voting on
such approval, do not specifically approve at least annually the continuance of
this Contract, then this Contract shall automatically terminate (as to the Trust
as a whole or as to the affected Fund, as the case may be) at the expiration of
one year from the effective date of the last such continuance.

Action by the Trust under (a) above may be taken either (i) by vote of a
majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the affected Fund.

Termination of this Contract pursuant to this Section 5 will be without the
payment of any penalty.

6. CERTAIN DEFINITIONS.

For the purposes of this Contract, the "affirmative vote of a majority of
the outstanding shares" of a Fund means the affirmative vote, at a duly called
and held meeting of such shareholders, (a) of the holders of 67% or more of the
shares of the Fund present (in person or by proxy) and entitled to vote at such
meeting, if the holders of more than 50% of the outstanding shares of the Fund
entitled to vote at such meeting are present in person or by proxy, or (b) of
the holders of more than 50% of the outstanding shares of the Fund entitled to
vote at such meeting, whichever is less.

For the purposes of this Contract, the terms "affiliated person",
"control", "interested person", and "assignment" shall have their respective
meanings defined in the Investment Company Act of 1940, as amended, and the
Rules and Regulations thereunder, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under said Act; the term
"specifically approve at least annually" shall be construed in a manner
consistent with the Investment Company Act of 1940, as amended, and the Rules
and Regulations thereunder; and the term "brokerage and research services" shall
have the meaning given in the Securities Exchange Act of 1934, as amended, and
the Rules and Regulations thereunder.

-4-

<PAGE>

7. NON-LIABILITY OF MANAGER.

In the absence of willful misfeasance, bad faith, or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Trust or to
any shareholder of the Trust for any act or omission in the course of, or
connected with, rendering services hereunder.

8. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.

A copy of the Agreement and Declaration of Trust of the 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 Trustees of the
Trust as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees, officers, or shareholders
of the Trust but are binding only upon the assets and property of the Trust.

IN WITNESS WHEREOF, SCHRODER SERIES TRUST and SCHRODER INVESTMENT
MANAGEMENT NORTH AMERICA INC. have each caused this instrument to be signed in
duplicate in its behalf by its President or Vice President thereunto duly
authorized.

SCHRODER SERIES TRUST
on behalf of the Funds listed in Appendix A hereto

By: /s/ Alexandra Poe
----------------------------
Title: President

SCHRODER INVESTMENT MANAGEMENT
NORTH AMERICA INC.

By: /s/ Paul M. Morris
----------------------------
Title: Director

-5-

<PAGE>

APPENDIX A
----------

Funds of the Trust subject to this Contract
-------------------------------------------

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

-6-

<PAGE>

SCHRODER SERIES TRUST
Schroder MidCap Value Fund

AMENDED AND RESTATED
MANAGEMENT CONTRACT

This Management Contract dated as of August 1, 1997, as amended and
restated as of September 15, 1999, between SCHRODER SERIES TRUST, a
Massachusetts business trust (the "Trust"), on behalf of its MidCap Value Fund
(the "Fund"), and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., a Delaware
corporation (the "Manager").

WITNESSETH:

That in consideration of the mutual covenants herein contained, it is
agreed as follows:

1. SERVICES TO BE RENDERED BY THE MANAGER TO THE FUND.

(1) The Manager, at its expense will furnish continuously an investment
program for the Fund, will determine what investments shall be purchased, held,
sold, or exchange by the Fund and what portion, if any, of the assets of the
Fund shall be held uninvested and shall, on behalf of the Fund, make changes in
the Fund's investments. In the performance of its duties, the Manager will
comply with the provisions of the Agreement and Declaration of Trust and Bylaws
of the Trust and the Fund's stated investment objectives, policies, and
restrictions, and will use its best efforts to safeguard and promote the welfare
of the Fund and to comply with other policies which the Trustees may from time
to time determine and shall exercise the same care and diligence expected of the
Trustees.

(2) The Manager, at its expense, except as such expense is paid by the Fund
as provided in Section 1(d), will furnish all necessary investment and related
management facilities, including salaries of personnel, required for it to
execute its duties faithfully. The Manager will pay the compensation, if any, of
certain officers of the Trust carrying out the investment management and related
duties provided for by this Contract.

(3) The Manager, at its expense, shall place all orders for the purchase
and sale of portfolio investments for the Fund's account with brokers or dealers
selected by the Manager. In the selection of such brokers or dealers and the
placing of such orders, the Manager shall use its best efforts to obtain for the
Fund the most favorable price and execution available, except to the extent it
may be permitted to pay higher brokerage commissions for brokerage and research
services as described below. In using its best efforts to obtain for the Fund
the most favorable price and execution available, the Manager, bearing in mind
the Fund's best interests at all times, shall consider 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

<PAGE>

the transaction taking into account market prices and trends, the reputation,
experience, and financial stability of the broker or dealer involved, and the
quality of service rendered by the broker or dealer in other transactions.
Subject to such policies as the Trustees of the Trust may determine, the Manager
shall not be deemed to have acted unlawfully or to have breached any duty
created by this Contract or otherwise solely by reason of its having caused the
Fund to pay a broker or dealer that provides brokerage and research services to
the Manager an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission that another broker or dealer
would have charged for effecting that transaction, if the Manager determines in
good faith that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the Manager's overall
responsibilities with respect to the Fund and to other clients of the Manager as
to which the Manager exercises investment discretion. The Trust hereby agrees
with the Manager that any entity or person associated with the Manger which is a
member of a national securities exchange is authorized to effect any transaction
on such exchange for the account of the Trust and the Fund which is permitted by
Section 11(a) of the Securities Exchange Act of 1934.

(1) The Manager shall not be obligated to pay any expenses of or for the
Fund or the Trust not expressly assumed by the Manager pursuant to this Section
1 other than as provided in Section 3.

2. OTHER AGREEMENTS, ETC.

It is understood that any of the shareholders, Trustees, officers, and
employees of the Trust may be a shareholder, director, officer, or employee of,
or be otherwise interested in, the Manager, and in any person controlled by or
under common control with the Manager, and that the Manager and any person
controlled by or under common contract with the Manager may have an interest in
the Trust. It is also understood that the Manager and any person controlled by
or under common control with the Manager have and may have advisory, management,
service, or other contracts with other organizations and persons, and may have
other interests and business.

3. COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER.

The Fund will pay to the Manager as compensation for the Manager's services
rendered, for the facilities furnished and for the expenses borne by the Manager
pursuant to Section 1, fees in respect of the Fund, computed and paid quarterly
at the annual rate of 0.90% of the average net asset value of the Fund.

-2-

<PAGE>

each fiscal quarter within 30 days after the close of such quarter and shall
commence accruing as of the date of the initial issuance of shares of the Fund
to the public.

In the event that expenses of the Fund for any fiscal year should exceed
the expense limitation on investment company expenses imposed by any statute or
regulatory authority of any jurisdiction in which shares of the Fund are
qualified for offer or sale, the compensation due the Manager for such fiscal
year shall be reduced by the amount of such excess by a reduction or refund
thereof. In the event that the expenses of the Fund exceed any expense
limitation which the Manager may, by written notice to the Trust, voluntarily
declare to be effective subject to such terms and conditions as the Manager may
prescribe in such notice, the compensation due the Manager shall be reduced,
and, if necessary, the Manager shall assume expenses of the Fund, to the extent
required by such expense limitation.

If the Manager shall serve for less than the whole of a quarter, the
foregoing compensation shall be prorated.

4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.

This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment; and this Contract shall not be amended
unless such amendment be approved at a meeting by the affirmative vote of a
majority of the outstanding shares of the Fund, and by the vote, cast in person
at a meeting called for the purpose of voting on such approval, of a majority of
the Trustees of the Trust who are not interested persons of the Trust or of the
Manager.

5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.

(1) Either party hereto may at any time terminate this Contract by not more
than sixty days nor less than thirty days written notice delivered or mailed by
registered mail, postage prepaid, to the other party, or

(2) If (i) the Trustees of the Trust or the shareholders by the affirmative
vote of a majority of the outstanding shares of the Fund and (ii) a majority of
the Trustees of the Trust who are not interested persons of the Trust or of the
Manager, by vote cast in person at a meeting called for the purpose of voting on
such approval, do not specifically approve at least annually the continuance of
this Contract, then this Contract shall automatically terminate at the
expiration of one year from the effective date of the last such continuance.

-3-

<PAGE>

Action by the Trust under (a) above may be taken either (i) by vote of a
majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the Fund.

Termination of this Contract pursuant to this Section 5 will be without the
payment of any penalty.

6. CERTAIN DEFINITIONS.

For the purposes of this Contract, the "affirmative vote of a majority of
the outstanding shares" of the Fund means the affirmative vote, at a duly called
and held meeting of such shareholders, (a) of the holders of 67% or more of the
shares of the Fund present (in person or by proxy) and entitled to vote at such
meeting, if the holders of more than 50% of the outstanding shares of the Fund
entitled to vote at such meeting are present in person or by proxy, or (b) of
the holders of more than 50% of the outstanding shares of the Fund entitled to
vote at such meeting, whichever is less.

7. NON-LIABILITY OF MANAGER.

In the absence of willful misfeasance, bad faith, or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund or the
Trust or to any shareholder of the Fund or the Trust for any act or omission in
the course of, or connected with, rendering services hereunder.

8. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.

-4-

<PAGE>

SCHRODER SERIES TRUST
on behalf of Schroder MidCap Value Fund

By: /s/ Alexandra Poe
Title: President

SCHRODER INVESTMENT MANAGEMENT
NORTH AMERICA INC.

By: /s/ Paul M. Morris
Title: Director

-5-

<PAGE>

SCHRODER SERIES TRUST

DISTRIBUTION AGREEMENT

This Agreement is made as of the 15th day of September, 1999, by and
between Schroder Series Trust, a Massachusetts business trust (the "Trust"), and
Schroder Fund Advisors Inc., a New York corporation (the "Distributor").

1. The Trust hereby appoints the Distributor as a distributor of shares of
beneficial interest ("Shares") of each of the current series of the Trust (each,
a "Fund"), and the Distributor hereby accepts such appointment. Upon the
approval of the Trust, this Agreement shall apply to any additional series of
the Trust as may be established from time to time, each of which shall become a
Fund hereunder.

2. The Distributor will have the right, as principal, to sell Shares of
each Fund to investment dealers against orders therefor at the public offering
price less any discount determined by the Distributor, which discount will not
exceed the amount of the sales charge, if any, referred to below. The
Distributor will have the right, as principal, to purchase Shares from the Trust
at their net asset value and to sell such Shares to the public against orders
therefor at the public offering price. Upon receipt of an order to purchase
Shares of a Fund from a bank or dealer with whom the Distributor has a sales
contract, the Distributor will promptly purchase Shares of such Fund from the
Trust to fill such order. Upon receipt of registration instructions in proper
form and payment for such Shares, the Distributor will transmit such
instructions to the Trust or its agent for registration of the Shares purchased.
The Distributor will also have the right, as agent for the Trust, to sell Shares
at the public offering price to such persons and upon such conditions as the
Trustees of the Trust may from time to time determine.

The public offering price shall be the net asset value of the Shares in
question then in effect, plus the applicable sales charge, if any, determined in
the manner set forth in the then current prospectus and statement of additional
information of the Trust or as permitted by the Investment Company Act of 1940,
as amended, and the rules and regulations promulgated thereunder (the "1940
Act"). The net asset value of Shares shall be determined in the manner provided
in the then current prospectus and statement of additional information of the
Trust and when determined shall be applicable to transactions as provided for in
such prospectus and statement of additional information.

On every sale of Shares, the Trust, on behalf of the Fund in question,
shall receive the applicable net asset value of the Shares.

3. The Trust reserves the right to issue Shares at any time directly to its
shareholders as a stock dividend or stock split and to sell Shares to its
shareholders or to other persons approved by the Distributor at not less than
net asset value.

<PAGE>

4. The Distributor will use its best efforts to place Shares sold by it
on an investment basis. The Distributor does not agree to sell any specific
number of Shares. Shares will be sold by the Distributor only against orders
therefor. The Distributor will not purchase Shares from anyone other than the
Trust and will not take "long" or "short" positions in Shares contrary to the
instructions of the Trust or any applicable law, rule, or regulation.

5. The Distributor will be an independent contractor and neither the
Distributor nor any of its officers or employees, as such, is or shall be an
employee of the Trust. The Distributor is responsible for its own conduct and
the employment, control, and conduct of its agents and employees and for injury
to such agents or employees or to others through its agents or employees. The
Distributor assumes full responsibility for its agents and employees under
applicable statutes and agrees to pay all employer taxes thereunder. The
Distributor will maintain at its own expense insurance against public liability
in such an amount as the Trustees of the Trust may from time to time reasonably
request.

6. The Trust reserves the right to reject any order for the purchase of
Shares, provided, however, that the Trust agrees that it will not arbitrarily or
without reasonable cause refuse acceptance or confirmation of such orders.

7. The Trust covenants and agrees that it will, at its own expense:

(a) use its best efforts to keep authorized, but unissued, sufficient
Shares to meet the reasonable requirements of the Distributor;

(b) supply the Distributor with the net asset value per Share of each Fund
computed as at the times and in the manner prescribed by the then current
prospectus and statement of additional information of the Trust and in
compliance with all pertinent requirements of the Agreement and Declaration
of Trust of the Trust and applicable law;

(c) prepare, file, and keep effective registration statements, prospectuses
and licenses covering as many Shares as may be necessary for distribution
and sale of Shares in such jurisdictions where Shares may lawfully be sold
and as reasonably requested by the Distributor; and

(d) maintain qualified personnel and adequate facilities for the acceptance
and confirmation of orders for the sale of Shares.

8. The Distributor will pay all expenses incident to the sale and
distribution of Shares issued or sold hereunder, including (i) expenses of
printing and distributing or disseminating any sales literature (including
prospectuses and annual reports), advertising, and selling aids in connection
with such offering of Shares for sale (except that such expenses shall not
include expenses incurred by the Trust in connection with the preparation,
printing, and

-2-

<PAGE>

distribution of any prospectus, report or other communication to holders of
Shares in their capacity as such) and (ii) expenses of advertising in connection
with such offering.

9. The Distributor covenants and agrees that it will comply, at its own
expense, with the applicable Federal and state laws and regulations regulating
the affairs of broker-dealers, and will conduct its affairs with the Trust and
with dealers, brokers, and investors in accordance with the Conduct Rules of The
National Association of Securities Dealers, Inc., as applicable.

10. (a) Except as provided in subsection (b) below, in the absence of (i)
any breach of its obligations under this Agreement (ii) willful misfeasance, bad
faith, or gross negligence on the part of the Distributor, or (iii) reckless
disregard by the Distributor of its obligations and duties hereunder, the
Distributor shall not be subject to any liability whatsoever to the Trust, or to
any shareholder of the Trust, for any error of judgment, mistake of law, or any
other act or omission in the course of, or connected with, rendering services
hereunder. The Trust agrees to indemnify and hold harmless the Distributor and
each person who controls the Distributor within the meaning of the Securities
Act of 1933, as amended (the "1933 Act"), against any and all losses, claims,
damages, or liabilities, joint or several, to which they or any of them may
become subject under the 1933 and 1940 Acts, the Securities Exchange Act of
1934, as amended, or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Trust's registration statement for the registration of Shares as originally
filed or in any amendment thereof, or in the Trust's current prospectus filed as
a part thereof, or in any amendment thereof or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and agrees to reimburse each such indemnified party for
any legal loss, claim, damage, liability, or action; provided, however, that the
Trust will not be liable in any such case to the extent that any such loss,
claim, damage, or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon information furnished to the Trust in writing by or on
behalf of the Distributor specifically for use in connection with the
preparation thereof.

(b) The Distributor agrees to indemnify and hold harmless the Trust and
each person who has been, is, or may hereafter be a Trustee of the Trust against
expenses incurred by any of them in connection with any claim or in connection
with any action, suit, or proceeding to which any of them may be a party, which
arises out of or is alleged to arise out of any alleged misrepresentation or
omission to state a material fact, or out of any alleged misrepresentation or
omission to state a material fact, on the part of the Distributor or any agent
or employee of the Distributor or any other person for whose acts the
Distributor is responsible or is alleged to be responsible unless such
misrepresentation or omissions was made in reliance upon written information
furnished by the Trust. The term "expenses" includes amounts paid in
satisfaction of judgments or in settlements which are made with the
Distributor's consent.

-3-

<PAGE>

In addition, the Distributor agrees to indemnify and hold harmless the
Trust and each person who has been, is, or may hereafter be a Trustee of the
Trust and each person who controls the Trust or any Fund within the meaning of
the 1933 Act, against any and all losses, claims, damages, or liabilities, joint
or several, to which they or any of them may become subject under the 1933 and
1940 Acts, the Securities Exchange Act of 1934, as amended, or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Trust's registration statement for the
registration of Shares as originally filed or in any amendment thereof, or in
the Trust's current prospectus filed as a part thereof, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and agrees to
reimburse each such indemnified party for any legal loss, claim, damage,
liability, or action, BUT ONLY to the extent that any such loss, claim, damage,
or liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
information furnished to the Trust in writing by or on behalf of the Distributor
specifically for use in connection with the preparation thereof.

(c) The foregoing rights of indemnification shall be in addition to any
other rights to which a person or entity may otherwise be entitled.

11. This Agreement shall become effective with respect to the Trust on
September 15, 1999, and shall continue in effect for one year, and thereafter
only so long as its continuance is specifically approved at least annually by
(i) the Trust's Board of Trustees or by vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Trust and (ii) by vote of
a majority of the Trust's Trustees who are not parties to this Agreement or
interested persons (as defined in the 1940 Act) of any such party and have no
direct or indirect financial interest in the operation of this Agreement or any
plan to which this Agreement relates, cast in person at a meeting called for the
purpose of voting on such approval.

12. This Agreement shall terminate automatically in the event of its
assignment. This Agreement may be terminated at any time, without the payment of
any penalty, (i) by the Board of Trustees of the Trust, by vote of a majority of
the Trust's Trustees who are not parties to this Agreement or interested persons
(as defined in the 1940 Act) of any such party and have no direct or indirect
financial interest in the operation of this Agreement or any plan to which this
Agreement relates, or by vote of a majority of the outstanding voting securities
(as defined in the 1940 Act) of the Trust by thirty days' written notice
addressed to the Distributor at its principal place of business; and (ii) by the
Distributor by thirty days' written notice addressed to the Trust at its
principal place of business.

13. This Agreement shall be construed and its provisions interpreted in
accordance with the laws of the state of New York.

-4-

<PAGE>

14. A copy of the Agreement and Declaration of Trust of the 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
Trustees of the Trust as Trustees and not individually, and that the obligations
of or arising out of this instrument are not binding upon any of the Trustees,
officers, or shareholders individually but are binding only upon the assets and
property of the Trust.

It is intended that this Agreement shall constitute a separate and discrete
contractual arrangement between the Distributor and the Trust on behalf of each
Fund separately and shall be construed in all respect so as to give effect to
this intention to the same extent as if the agreement between the Distributor
and the Trust on behalf of each such Fund were set out in a separate writing.
Without limiting the generality of the foregoing, no Fund shall be liable or
responsible for the acts, omissions, or liabilities of any other Fund, or of the
Trust on behalf or in respect of any other Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the 15th day of September, 1999.

SCHRODER SERIES TRUST

By: /s/ Alexandra Poe
-----------------
Title: President

SCHRODER FUND ADVISORS INC.

By: /s/ Catherine A. Mazza
----------------------
Title: Executive Vice President

-5-

<PAGE>

ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
FAX: (617) 951-7050

February 28, 2000

Schroder Series Trust
787 Seventh Avenue
New York, New York 10019

Gentlemen:

We are furnishing this opinion in connection with Post-Affective Amendment
No. 12 to Registration Statement No. 33-65632 on Form N-1A filed under the
Securities Act of 1933, as amended, by Schroder Series Trust (the "Trust").
Pursuant to the Registration Statement, the Trust has registered an indefinite
number of shares of beneficial interest (the "Shares") which may be issued in
several series of shares. The Shares are sold pursuant to a Distribution
Agreement (the "Distribution Agreement") between the Trust and Schroder Fund
Advisors Inc. The Distribution Agreement is filed as an exhibit to the
Registration Statement

We have acted as counsel for the Trust since its organization. We are
familiar with the actions taken by its Trustees to authorize the issuance of the
Shares. We have examined the Trust's records of Trustee and shareholder action,
its Bylaws, and its Agreement and Declaration of Trust on file at the Office of
the Secretary of State of The Commonwealth of Massachusetts. We have examined
executed copies of such Registration Statement, and amendments thereto, in the
form filed or to be filed with the Securities and Exchange Commission, and such
other documents as we deem necessary for the purpose of this opinion.

We assume that upon a sale of the Shares the Trust will receive the net
asset value thereof.

Based upon the foregoing, we are of the opinion that the Trust is
authorized to issue an unlimited number of Shares, and that when the Shares are
issued and sold pursuant to the Distribution Agreement, they will be validly
issued, fully paid, and nonassessable by the Trust.

The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held 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

<PAGE>

Agreement and Declaration of Trust provides for indemnification, out of the
property of the series of Shares, of any shareholder of that series held
personally liable solely by reason of his being or having been a shareholder.
Thus, the risk of a shareholder's incurring financial loss on account of
shareholder liability is limited to circumstances in which that series of shares
itself would be unable to meet its obligations.

We consent to the filing of this opinion as an exhibit to such Registration
Statement.

Very truly yours,

Ropes & Gray

-2-

<PAGE>

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------

As independent public accountants, we hereby consent to the use of our report
dated December 14, 1999 on the financial statements of Schroder Series Trust for
the year ended October 31, 1999 and to all references to our Firm included in or
made part of the registration statement of Schroder Series Trust filed on Form
N-1A (Post-Effective Amendment No. 12), Investment Company Act File No.
811-7840, with the Securities and Exchange Commission.

ARTHUR ANDERSEN LLP

New York, New York
February 28, 2000

<PAGE>

POWER OF ATTORNEY

We, the undersigned Trustees and officers of Schroder Capital Funds
(Delaware), Schroder Capital Funds, and Schroder Series Trust (the "Trusts"),
hereby constitute and appoint Catherine A. Mazza, Alexandra Poe, Carin F.
Muhlbaum, Nancy A. Curtin, and Timothy W. Diggins as our true and lawful
attorneys, with full power to each of them individually and with full power of
substitution, to sign for us, and in each of our names and in the capacities
indicated below, any and all amendments to the Registration Statements of the
Trusts on Form N-1A, including all post-effective amendments thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
said attorneys full power and authority to do and perform each and every act and
thing requisite or necessary to be done in the premises, as fully to all intents
and purposes as said attorney might or could do in person, hereby ratifying and
confirming all that said attorney lawfully could do or cause to be done by
virtue hereof. In executing this Power of Attorney, each of us hereby revokes
and rescinds all powers of attorney granted prior to the date hereof in each of
our capacities as a Trustee of officer of the Trusts.

Name Capacity Date
- ---- -------- -----

/s/ Nancy A. Curtin Trustee and Chairman June 2, 1999
- ---------------------------- -------------------
Nancy A. Curtin

/s/ David N. Dinkins Trustee June 2, 1999
- ---------------------------- -------------------
David N. Dinkins

/s/ John I. Howel Trustee June 2, 1999
- ---------------------------- -------------------
John I. Howel

/s/ Peter S. Knight Trustee June 2, 1999
- ---------------------------- -------------------
Peter S. Knight

/s/ Peter E. Guernsey Trustee June 2, 1999
- ---------------------------- -------------------
Peter E. Guernsey

/s/ Sharon L. Haugh Trustee June 2, 1999
- ---------------------------- -------------------
Sharon L. Haugh

/s/ William L. Means Trustee June 2, 1999
- ---------------------------- -------------------
William L. Means

/s/ Clarence F. Michalis Trustee June 2, 1999
- ---------------------------- -------------------
Clarence F. Michalis
<PAGE>

Name Capacity Date
- ---- -------- -----

/s/ Hermann C. Schwab Trustee June 2, 1999
- ---------------------------- -------------------
Herman C. Schwab

/s/ Alan Mandel Treasurer and Principal June 2, 1999
- ---------------------------- Financial and Accounting -------------------
Alan Mandel Officer