SCHRODER SERIES TRUST, 485APOS, 2000-12-29

SCHRODER SERIES TRUST
485APOS, 2000-12-29

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<PAGE>

As filed with the Securities and Exchange Commision on December 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. 13 [X]

and/or
REGISTRATION STATEMENT UNDER INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 15 [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):
[_] Immediately upon filing pursuant [_] On (date) pursuant to paragraph
to paragraph (b) (b)
[_] 60 days after filing pursuant [X] On March 1, 2001 pursuant to
to paragraph (a)(1) paragraph (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]

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PROSPECTUS

MARCH 1, 2001

SCHRODER MUTUAL FUNDS
INVESTOR SHARES

This Prospectus describes nine mutual funds offered by Schroder Capital Funds
(Delaware) and Schroder Series Trust (each a "Trust"). Schroder Investment
Management North America Inc. ("Schroder") manages the Funds.

The following Funds are offered by Schroder Capital Funds (Delaware):

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

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

SCHRODER INTERNATIONAL SMALLER COMPANIES FUND seeks long-term capital
appreciation through investment in securities markets outside the United
States. The Fund invests primarily in equity securities of companies with
market capitalizations of $2.2 billion or less.

SCHRODER U.S. LARGE CAP EQUITY FUND seeks growth of capital. The Fund
invests in equity securities of companies in the United States.

SCHRODER U.S. SMALLER COMPANIES FUND seeks capital appreciation. The Fund
invests in equity securities of issuers domiciled in the United States with
market capitalizations of $2.2 billion or less.

SCHRODER MICRO CAP FUND seeks long-term capital appreciation. The Fund
typically invests in equity securities of issuers with market
capitalizations of $500 million or less. (Shares of Schroder Micro Cap Fund
are not currently being offered to the public generally, and may be
purchased only by existing shareholders and by employees of Schroder
Investment Management North America Inc. and its affiliates.)

The following Funds are offered by Schroder Series Trust:

SCHRODER SMALL CAPITALIZATION VALUE FUND seeks capital appreciation. The
Fund invests primarily in equity securities of companies with small market
capitalizations (generally less than $2.2 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 and $10 billion).

SCHRODER TOTAL RETURN FIXED INCOME FUND seeks maximum long-term total return
consistent with preservation of capital.

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

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

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

<TABLE>
<S> <C>
PAGE
--------
SUMMARY INFORMATION............................ 3

Schroder International Fund.................. 3

Schroder Emerging Markets Fund............... 5

Schroder International Smaller Companies
Fund......................................... 7

Schroder U.S. Large Cap Equity Fund.......... 8

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

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

Schroder Small Capitalization Value Fund..... 13

Schroder MidCap Value Fund................... 15

Schroder Total Return Fixed Income Fund...... 17

FEES AND EXPENSES.............................. 19

OTHER INVESTMENT STRATEGIES AND RISKS.......... 21

MANAGEMENT OF THE FUNDS........................ 29

HOW THE FUNDS' SHARES ARE PRICED............... 31

HOW TO BUY SHARES.............................. 31

HOW TO SELL SHARES............................. 34

EXCHANGES...................................... 35

DIVIDENDS AND DISTRIBUTIONS.................... 35

TAXES.......................................... 36

FINANCIAL HIGHLIGHTS........................... 37

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

2
<PAGE>
SUMMARY INFORMATION

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

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

SCHRODER INTERNATIONAL FUND

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

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

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

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

The Fund also may do the following:

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

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

- PRINCIPAL RISKS.

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

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

3
<PAGE>

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

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

SCHRODER INTERNATIONAL FUND -- INVESTOR SHARES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CALENDAR YEAR END ANNUAL RETURN
<S> <C>
1991 4.62%
1992 -4.01%
1993 45.72%
1994 -0.27%
1995 11.57%
1996 9.93%
1997 3.34%
1998 13.52%
1999 30.99%
2000
</TABLE>

During the periods shown above, the highest quarterly return was [ ]% for the
quarter ended [ ], and the lowest was [ ]% for the quarter
ended [ ].

<TABLE>
AVERAGE ANNUAL TOTAL RETURNS ONE FIVE TEN
(FOR PERIODS ENDED DECEMBER 31, 2000) YEAR YEARS YEARS
<S> <C> <C> <C>
Schroder International Fund [ ]% [ ]% [ ]%
Morgan Stanley Capital International EAFE Index* [ ]% [ ]% [ ]%
</TABLE>

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

4
<PAGE>

SCHRODER EMERGING MARKETS FUND

- INVESTMENT OBJECTIVE. To seek long-term capital appreciation.

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

The Fund invests primarily in equity securities of issuers domiciled or doing
business in "emerging market" countries in regions such as Southeast Asia,
Latin America, and Eastern and Southern Europe. "Emerging market" countries
are countries not included at the time of investment in the Morgan Stanley
International World Index of major world economies. Countries currently in the
Index include: Australia, Austria, Belgium, Canada, Denmark, Finland, France,
Germany, Hong Kong SAR, Ireland, Italy, Japan, the Netherlands, New Zealand,
Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom,
and the United States. Schroder may at times determine based on its own
analysis that an economy included in the Index should nonetheless be
considered an emerging market country, in which case that country would
constitute an emerging market country for purposes of the Fund's investments.
Schroder has determined, based on an analysis of current economic and
political factors pertaining to Hong Kong SAR, that Hong Kong SAR should be
considered as an emerging market country for purposes of the Fund's eligible
investments. There is no limit on the amount of the Fund's assets that may be
invested in securities of issuers domiciled in any one emerging market
country, although the Fund normally will invest in at least three countries
other than the United States.

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

The Fund also may do the following:

- Invest in securities of closed-end investment companies that invest
primarily in foreign securities, including securities of emerging market
issuers.

- Invest up to 35% of its assets in debt securities, including lower
quality, high yielding debt securities (sometimes referred to as "high
yield" or "junk" bonds), which entail certain risks.

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

- PRINCIPAL RISKS.

5
<PAGE>

- GEOGRAPHIC CONCENTRATION. To the extent that the Fund invests a
substantial amount of its assets in one country, it will be more
susceptible to the political and economic developments and market
fluctuations in that country than if it invested in a more
geographically diversified portfolio.

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

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

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

SCHRODER EMERGING MARKETS FUND -- INVESTOR SHARES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CALENDAR YEAR END ANNUAL RETURN
<S> <C>
1998 -16.53%
1999 79.87%
2000
</TABLE>

During the periods shown above, the highest quarterly return was [ ]% for the
quarter ended [ ], and the lowest was [ ]% for the quarter ended
[ ].

<TABLE>
LIFE OF FUND
AVERAGE ANNUAL TOTAL RETURNS ONE (SINCE
(FOR PERIODS ENDED DECEMBER 31, 2000) YEAR 10/30/97)
<S> <C> <C>
Schroder Emerging Markets Fund [ ]% [ ]%
Morgan Stanley Capital International Emerging Markets Free
Index* [ ]% [ ]%
</TABLE>

* The Morgan Stanley Capital International Emerging Markets Free Index is an
unmanaged, market capitalization index of companies representative of the
market structure of 25 emerging countries in Europe, Latin America, and the
Pacific Basin. The Index reflects actual buyable opportunities for the
non-domestic investor by taking into account local market restrictions on
share ownership by foreigners. For periods prior to November 30, 1998, returns
represent the MSCI EMF Index (ex-Malaysia).

6
<PAGE>

SCHRODER INTERNATIONAL SMALLER COMPANIES FUND

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

- PRINCIPAL INVESTMENT STRATEGIES. The Fund normally invests at least 65% of its
total assets in equity securities of smaller companies (with market
capitalizations of $2.2 billion or less at the time of investment) domiciled
outside the United States. The Fund invests in a variety of equity securities,
including common and preferred stocks, securities convertible into common and
preferred stocks, and warrants to purchase common and preferred stocks.

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

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

The Fund also may do the following:

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

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

- PRINCIPAL RISKS.

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

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

7
<PAGE>

SCHRODER INTERNATIONAL SMALLER COMPANIES FUND -- INVESTOR SHARES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CALENDAR YEAR END ANNUAL RETURN
<S> <C>
1997 -14.13%
1998 25.98%
1999 90.29%
2000
</TABLE>

During the periods shown above, the highest quarterly return was [ ]% for the
quarter ended [ ], and the lowest was [ ]% for the quarter ended
[ ].

<TABLE>
LIFE OF FUND
AVERAGE ANNUAL TOTAL RETURNS ONE (SINCE
(FOR PERIODS ENDED DECEMBER 31, 2000) YEAR 11/4/96)
<S> <C> <C>
Schroder International Smaller Companies Fund [ ]% [ ]%
Salomon Smith Barney Extended Market Index (EPAC)* [ ]% [ ]%
</TABLE>

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

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

- INVESTMENT OBJECTIVE. To seek growth of capital.

- PRINCIPAL INVESTMENT STRATEGIES. The Fund normally invests substantially all
of its assets in equity securities of companies in the United States. The Fund
invests in a variety of equity securities including common and preferred
stocks and warrants to purchase common and preferred stocks. The Fund normally
invests in securities of companies with market capitalizations of more than $5
billion (at the time of investment).

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

- PRINCIPAL RISKS.

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

8
<PAGE>

SCHRODER U.S. LARGE CAP EQUITY FUND -- INVESTOR SHARES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CALENDAR YEAR END ANNUAL RETURN
<S> <C>
1991 38.28%
1992 15.23%
1993 12.50%
1994 -5.21%
1995 28.03%
1996 21.48%
1997 23.33%
1998 21.94%
1999 30.91%
2000
</TABLE>

During the periods shown above, the highest quarterly return was [ ]% for the
quarter ended [ ], and the lowest was [ ]% for the quarter ended
[ ].

<TABLE>
AVERAGE ANNUAL TOTAL RETURNS ONE FIVE TEN
(FOR PERIODS ENDED DECEMBER 31, 2000) YEAR YEARS YEARS
<S> <C> <C> <C>
Schroder U.S. Large Cap Equity Fund [ ]% [ ]% [ ]%
Standard & Poor's 500 Index* [ ]% [ ]% [ ]%
</TABLE>

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

SCHRODER U.S. SMALLER COMPANIES FUND

- INVESTMENT OBJECTIVE. Capital appreciation.

- PRINCIPAL INVESTMENT STRATEGIES. The Fund normally invests at least 65% of its
total assets in equity securities of companies in the United States that have
(at the time of investment) market capitalizations of $2.2 billion or less.
The Fund also may invest in equity securities of larger companies and in debt
securities, if Schroder believes such investments are consistent with the
Fund's investment objective. The Fund invests in a variety of equity
securities including common and preferred stocks, securities convertible into
common and preferred stocks, and warrants to purchase common and preferred
stocks.

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

- PRINCIPAL RISKS.

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

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

9
<PAGE>

SCHRODER U.S. SMALLER COMPANIES FUND -- INVESTOR SHARES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CALENDAR YEAR END ANNUAL RETURN
<S> <C>
1994 4.45%
1995 49.08%
1996 22.29%
1997 26.86%
1998 -9.23%
1999 13.10%
2000
</TABLE>

During the periods shown above, the highest quarterly return was [ ]% for the
quarter ended [ ], and the lowest was [ ]% for the quarter
ended [ ].

<TABLE>
LIFE OF
FUND
AVERAGE ANNUAL TOTAL RETURNS ONE FIVE (SINCE
(FOR PERIODS ENDED DECEMBER 31, 2000) YEAR YEARS 8/6/93)
<S> <C> <C> <C>
Schroder U.S. Smaller Companies Fund [ ]% [ ]% [ ]%
Russell 2000 Index* [ ]% [ ]% [ ]%
</TABLE>

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

SCHRODER MICRO CAP FUND

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

- INVESTMENT OBJECTIVE. Long-term capital appreciation.

- PRINCIPAL INVESTMENT STRATEGIES. The Fund normally invests at least 65% of its
total assets in equity securities of micro cap companies. A micro cap company
is a company with, at the time of initial investment, a market capitalization
of $500 million or less. The Fund invests in a variety of equity securities
including common and preferred stocks, securities convertible into common and
preferred stocks, and warrants to purchase common and preferred stocks.

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

The Fund also may do the following:

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

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

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

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

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

10
<PAGE>

- PRINCIPAL RISKS.

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

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

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

- DERIVATIVES/SHORT SALES. The Fund is subject to the risks associated
with investments in derivative instruments and short sales, including
the risk that a derivative instrument or short sale may not work as
intended due to unanticipated developments in market conditions or other
causes, or 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 a particular time or at an acceptable price.

SCHRODER MICRO CAP FUND -- INVESTOR SHARES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CALENDAR YEAR END ANNUAL RETURN
<S> <C>
1998 63.04%
1999 94.92%
2000
</TABLE>

During the periods shown above, the highest quarterly return was [ ]% for the
quarter ended [ ], and the lowest was [ ]% for the quarter
ended [ ].

11
<PAGE>

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

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

NOTE: It is expected that during the first quarter of 2001, the Fund's name will
be changed to "Schroder Ultra Fund." In addition, it is expected that the
description of the Fund's investment policies will be changed as follows. The
first paragraph under Principal Investment Strategies above will be revised to
read in its entirety as follows: "The Fund invests in a diversified portfolio of
securities Schroder believes have the potential for long-term capital
appreciation, including aggressive investments in smaller companies. Under
current market conditions Schroder expects that the Fund will invest a
substantial portion of its assets in securities of companies with market
capitalizations of $500 million or less (sometimes referred to as "micro cap"
companies). The Fund may invest in a variety of equity securities including
common and preferred stocks, securities convertible into common and preferred
stocks, and warrants to purchase common and preferred stocks." In addition, the
last sentence of the second paragraph under Principal Investment Strategies will
be deleted, and the first sentence of the "Small Companies" paragraph under
Principal Risks will change as follows: "The Fund invests a substantial portion
of its assets in micro cap companies, and is therefore particularly sensitive to
the risks associated with small companies."

12
<PAGE>

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 $2.2 billion). The Fund invests in a variety of equity
securities, including common and preferred stocks, and warrants to purchase
common and preferred stocks.

Under normal circumstances, the Fund invests primarily in equity securities
Schroder believes to be undervalued relative to similar companies, to the
equity markets overall, or to their own historical market valuations. In
selecting securities for the Fund, Schroder seeks to identify undervalued
companies that may possess, among other characteristics, above average
financial quality, strong management, and dominance in a niche market or a
strong position in a larger market. The Fund will normally invest in no more
than 50 companies.

- PRINCIPAL RISKS.

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

- VALUE SECURITIES. A principal strategy of the Fund is to invest in
securities of companies Schroder believes to be undervalued. 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 proves wrong or
is not recognized by the market, the price of its securities may decline
or may not approach the value that Schroder anticipates.

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%
2000
</TABLE>

During the periods shown above, the highest quarterly return was [ ]% for the
quarter ended [ ], and the lowest was [ ]% for the quarter
ended [ ].

13
<PAGE>

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

* The Frank Russell Company produces a series of equity indices. All indices
are market cap-weighted and are subsets of the Russell
3000-Registered Trademark- Index, which is comprised of the 3000 largest U.S.
companies and represents approximately 98% of the investible U.S. equity
market. In addition to indices that are solely based on market capitalization
criteria, Russell also produces indices that segment the market cap indices
into growth and value style indices that are based on price-to-book values
and forecasted growth values.

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

The Russell 2000-Registered Trademark- Value Index measures the performance
of those Russell 2000-Registered Trademark- Index Companies with lower
price-to-book rations and lower forecasted growth values.

14
<PAGE>

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.

- MID-CAP COMPANIES. The Fund invests primarily in mid-cap companies,
which tend to be more vulnerable to adverse developments than larger
companies (though often less so than small companies). Like small
companies (although often to a lesser degree), mid-cap companies may
have limited product lines, markets, or financial resources, or may
depend on a limited management group. Their securities may trade
infrequently and in limited volumes. As a result, the price of these
securities may fluctuate more than the prices of securities of larger,
more widely traded companies. Also, there may be less publicly available
information about mid-cap 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 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%
2000
</TABLE>

15
<PAGE>

During the periods shown above, the highest quarterly return was [ ]% for the
quarter ended [ ], and the lowest was [ ]% for the quarter
ended [ ].

<TABLE>
LIFE OF
FUND
AVERAGE ANNUAL TOTAL RETURNS ONE (SINCE
(FOR PERIODS ENDED DECEMBER 31, 2000) YEAR 8/1/97)
<S> <C> <C>
Schroder MidCap Value Fund [ ]% [ ]%
Standard & Poor's Midcap 400 Index* [ ]% [ ]%
Russell Midcap Value Index** [ ]% [ ]%
</TABLE>

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

** The Frank Russell Company produces a series of equity indices. All indices
are market cap-weighted and are subsets of the Russell
3000-Registered Trademark- Index, which is comprised of the 3000 largest U.S.
companies and represents approximately 98% of the investible U.S. equity
market. In addition to indices that are solely based on market capitalization
criteria, Russell also produces indices that segment the market cap indices
into growth and value style indices that are based on price-to-book values
and forecasted growth values.

The Russell Midcap-Registered Trademark- Value Index measures the performance
of companies in the Russell Midcap-Registered Trademark- Index {the smallest
800 stocks of the Russell 1000-Registered Trademark- Index) with lower
price-to-book rations and lower forecasted growth values.

16
<PAGE>

SCHRODER TOTAL RETURN FIXED INCOME FUND
(FORMERLY, SCHRODER INVESTMENT GRADE INCOME FUND)

- INVESTMENT OBJECTIVE. To seek maximum long-term total return consistent with
preservation of capital.

- 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" quality, 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 normally expects to invest in U.S. Government securities and in a
variety of other fixed-income securities, including corporate debt securities,
preferred stocks, and money market instruments. The Fund may invest up to 20%
of its assets in debt securities denominated in currencies other than the U.S.
dollar, including up to 10% of its assets in securities of developing or
emerging market countries and of private issuers in those countries (which may
also be denominated in currencies other than the U.S. dollar). These include
securities of issuers that are organized or operate principally in an emerging
market country.

The Fund may invest a substantial portion of its assets in mortgage-backed
certificates and other securities representing ownership interests in mortgage
pools, including collateralized mortgage obligations, and in other types of
asset-backed securities. In addition, the Fund may buy or sell a variety of
derivative and related instruments with respect to fixed-income securities,
indices and interest rates for risk management or investment purposes. These
may include short sales, options, futures contracts, and options on futures
contracts.

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.

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 also do the following:

- Invest up to 35% of its assets in debt securities rated below investment
grade quality (sometimes referred to as "high-yield" or "junk" bonds).

- PRINCIPAL RISKS.

- FIXED-INCOME SECURITIES. The Fund's investments in fixed-income
securities are subject to market risk (the fluctuation of market value
in response to changes in interest rates) and to credit risk (the risk
that the issuer may become unable or unwilling to make timely payments
of principal and interest).

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

- MORTGAGE-BACKED AND OTHER ASSET-BACKED SECURITIES. The Fund is subject
to the risks associated with investments in mortgage-backed securities,
including risks related to unscheduled

17
<PAGE>

prepayment on the mortgages underlying the securities. The Fund's
investments in other types of asset-backed securities are subject to
risks similar to those associated with mortgage-backed securities.

- EMERGING MARKETS. The Fund may invest in emerging market securities that
are subject to greater volatility than those of issuers in more
developed countries. Investments in emerging market countries may
present market, credit, currency, liquidity, political, and other risks
different from, or greater than, the risks of investing in developed
foreign countries.

- ACTIVE TRADING STRATEGY. 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 to analyze and identify inefficiencies
accurately in fixed-income markets, sectors and issuers, and to predict
market movements generally.

SCHRODER TOTAL RETURN FIXED 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%
2000
</TABLE>

During the periods shown above, the highest quarterly return was [ ]% for the
quarter ended [ ], and the lowest was [ ]% for the quarter
ended [ ].

<TABLE>
LIFE OF
FUND
AVERAGE ANNUAL TOTAL RETURNS ONE FIVE (SINCE
(FOR PERIODS ENDED DECEMBER 31, 2000) YEAR YEARS 2/22/94)
<S> <C> <C> <C>
Schroder Total Return Fixed Income Fund [ ]% [ ]% [ ]%
Lehman Brothers Aggregate Bond Index* [ ]% [ ]% [ ]%
</TABLE>

* The Lehman Brothers Aggregate Bond 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.

+ Effective August 14, 2000, the Fund changed its investment objective and
principal investment strategies; the performance results shown in the bar
chart and table above would not necessarily have been achieved under the
Fund's current investment objective and policies.

The yield on the Fund's Investor Shares for the 30-day period ended January 31,
2001 was [ ]%. Please call the Trust at (800) 464-3108 for more recent yield
information for the Fund.

18
<PAGE>
FEES AND EXPENSES

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

SHAREHOLDER FEES (paid directly from your investment):

<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases..................... None
Maximum Deferred Sales Load................................. None
Maximum Sales Load Imposed on Reinvested Dividends.......... None
Redemption Fee:
Schroder International Fund............................... 2.00%(1)
All other Funds........................................... None
Exchange Fee................................................ None
</TABLE>

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

ANNUAL FUND OPERATING EXPENSES

(expenses that are deducted from Fund assets):

SCHRODER SCHRODER SCHRODER
SCHRODER INTERNATIONAL U.S. LARGE SCHRODER SMALL
SCHRODER EMERGING SMALLER CAP U.S. SMALLER SCHRODER CAPITALIZATION
INTERNATIONAL MARKETS COMPANIES EQUITY COMPANIES MICRO CAP VALUE
FUND FUND FUND FUND FUND FUND FUND
------------- --------- ------------- ---------- ------------ ---------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Management Fees(1)... 0.69% 1.25% 1.10% 0.75% 0.75% 1.50% 0.95%
Distribution (12b-1)
Fees................ None None None None None None None
Other Expenses....... --
------- ------- ------- ------- ------- ------- ----
Total Annual Fund
Operating
Expenses............ --
Fee Waiver and/or
Expense
Limitation.......... (2) (2) (2) (2) N/A (2) --(2)
------- ------- ------- ------- ------- ------- ----
Net Expenses......... (2) (2) (2) (2) (2) --(2)

<CAPTION>
SCHRODER
TOTAL
SCHRODER RETURN
MIDCAP FIXED
VALUE INCOME
FUND FUND
-------- --------
<S> <C> <C>
Management Fees(1)... 0.90% 0.50%
Distribution (12b-1)
Fees................ None None
Other Expenses....... -- --
---- ----
Total Annual Fund
Operating
Expenses............ -- --
Fee Waiver and/or
Expense
Limitation.......... --(2) --(2)
---- ----
Net Expenses......... --(2) --(2)
</TABLE>

(1) Management Fees include all fees payable to Schroder and its affiliates for
investment advisory and fund administration services. The Funds of Schroder
Series Trust pay administrative fees to State Street Bank and Trust
Company, and those fees are not included here.

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

19
<PAGE>
EXAMPLE

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

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Schroder International Fund* $ $ $ $
Schroder Emerging Markets Fund* $ $ $ $
Schroder International Smaller Companies Fund* $ $ $ $
Schroder U.S. Large Cap Equity Fund* $ $ $ $
Schroder U.S. Smaller Companies Fund $ $ $ $
Schroder Micro Cap Fund* $ $ $ $
Schroder Small Capitalization Value Fund $ $ $ $
Schroder MidCap Value Fund* $ $ $ $
Schroder Total Return Fixed Income Fund* $ $ $ $
</TABLE>

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

Schroder International Fund -- $ , $ , $ , and $ .

Schroder Emerging Markets Fund -- $ , $ , $ , and $ .

Schroder International Smaller Companies Fund -- $ , $ , $ , and
$ .

Schroder U.S. Large Cap Equity Fund -- $ , $ , $ , and $ .

Schroder Micro Cap Fund -- $ , $ , $ , and $ .

Schroder MidCap Value Fund -- $ , $ , $ , and $ .

Schroder Total Return Fixed Income Fund -- $ , $ , $ , and $ .

20
<PAGE>

OTHER INVESTMENT STRATEGIES AND RISKS

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

RISKS OF INVESTING IN THE FUNDS

- FOREIGN SECURITIES AND CURRENCIES. Except as otherwise noted in this
Prospectus, there is no limit on the amount of a Fund's assets that may
be invested in foreign securities. Schroder International, Schroder
Emerging Markets, and Schroder International Smaller Companies Funds
invest substantial portions of their assets in foreign securities, and
Schroder Total Return Fixed Income Fund may invest up to 20% of its
assets in such securities. Investments in foreign securities entail
certain risks. There may be a possibility of nationalization or
expropriation of assets, confiscatory taxation, political or financial
instability, and diplomatic developments that could affect the value of
a Fund's investments in certain foreign countries. Since foreign
securities normally are denominated and traded in foreign currencies,
the value of the Fund's assets may be affected favorably or unfavorably
by currency exchange rates, currency exchange control regulations,
foreign withholding taxes, and restrictions or prohibitions on the
repatriation of foreign currencies. There may be less information
publicly available about a foreign issuer than about a U.S. issuer, and
foreign issuers are not generally subject to accounting, auditing, and
financial reporting standards and practices comparable to those in the
United States. The securities of some foreign issuers are less liquid
and at times more volatile than securities of comparable U.S. issuers.
Foreign brokerage commissions and other fees are also generally higher
than in the United States. Foreign settlement procedures and trade
regulations may involve certain risks (such as delay in payment or
delivery of securities or in the recovery of a Fund's assets held
abroad) and expenses not present in the settlement of domestic
investments.

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

If a Fund purchases securities denominated in foreign currencies, a
change in the value of any such currency against the U.S. dollar will
result in a change in the U.S. dollar value of the Fund's assets and the
Fund's income available for distribution. Officials in foreign countries
may from time to time take actions in respect of their currencies which
could significantly affect the value of a Fund's assets denominated in
those currencies or the liquidity of such investments. For example, a
foreign government may unilaterally devalue its currency against other
currencies, which would typically have the effect of reducing the U.S.
dollar value of investments denominated in that currency. A foreign
government may also limit the convertibility or repatriation of its
currency or assets denominated in its currency, which would adversely
affect the U.S. dollar value and liquidity of investments denominated in
that currency. In addition, although at times most of a Fund's income
may be received or realized in these currencies, the Fund will be
required to compute and distribute its income in U.S. dollars. As a
result, if the exchange rate for any such currency declines after the
Fund's income has been earned and translated into U.S. dollars but
before payment to shareholders, the Fund could be required to liquidate
portfolio

21
<PAGE>

securities to make such distributions. Similarly, if a Fund incurs an
expense in U.S. dollars and the exchange rate declines before the
expense is paid, the Fund would have to convert a greater amount of U.S.
dollars to pay for the expense at that time than it would have had to
convert at the time the Fund incurred the expense. A Fund may, but is
not required to, buy or sell foreign currencies and options and futures
contracts on foreign currencies for hedging purposes in connection with
its foreign investments.

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

- EMERGING MARKET SECURITIES. Schroder Emerging Markets, Schroder
International, Schroder International Smaller Companies and Schroder
Total Return Fixed Income Funds may invest in "emerging markets"
securities.

Investing in emerging market securities imposes risks different from, or
greater than, risks of investing in domestic securities or in foreign,
developed countries. These risks include: smaller market capitalization
of securities markets, which may suffer periods of relative illiquidity;
significant price volatility; restrictions on foreign investment; and
possible repatriation of investment income and capital. In addition,
foreign investors may be required to register the proceeds of sales, and
future economic or political crises could lead to price controls, forced
mergers, expropriation or confiscatory taxation, seizure,
nationalization or the creation of government monopolies. The currencies
of emerging market countries may experience significant declines against
the U.S. dollar, and devaluation may occur subsequent to investments in
these currencies by a Fund. Inflation and rapid fluctuations in
inflation rates have had, and may continue to have, negative effects on
the economies and securities markets of certain emerging market
countries. Although many of the emerging market securities in which a
Fund may invest are traded on securities exchanges, they may trade in
limited volume, and the exchanges may not provide all of the
conveniences or protections provided by securities exchanges in more
developed markets. The Schroder Emerging Markets Fund may also invest a
substantial portion of its assets in securities traded in the
over-the-counter markets in emerging market countries and not on any
exchange, which may affect the liquidity of such investments and expose
the Fund to the credit risk of its counterparties in trading those
investments.

Additional risks of emerging market securities may include: greater
social, economic and political uncertainty and instability; more
substantial governmental involvement in the economy; less governmental
supervision and regulation; unavailability of currency hedging
techniques; companies that are newly organized and small; differences in
auditing and financial reporting standards, which may result in
unavailability of material information about issuers; and less developed
legal systems. In addition, emerging securities markets may have
different clearance and settlement procedures, which may be unable to
keep pace with the volume of securities transactions or otherwise make
it difficult to engage in such transactions. Settlement problems may
cause a Fund to miss attractive investment opportunities, hold a portion
of its assets in cash pending investment, or be delayed in disposing of
a portfolio security. Such a delay could result in possible liability to
a purchaser of the security.

22
<PAGE>

Certain Asian markets have experienced devaluation and/or significant
volatility during the past several years. To the extent that a Fund
focuses its investments in any Asian Countries, the Fund's investment
performance will be particularly sensitive to political, economic,
market, and other factors affecting those countries and issuers in those
countries.

- FIXED-INCOME SECURITIES. To varying extents, all of the Funds may invest
in fixed-income securities. Schroder Total Return Fixed Income Fund
invests primarily in these securities. Fixed-income securities are
subject to the risk of fluctuation of market value in response to
changes in interest rates and the risk that the issuer may default on
the timely payment of principal and interest.

MARKET (INTEREST RATE) RISK. Market risk associated with an investment
by a Fund in fixed-income securities relates to the possibility that
interest rates will rise or fall in ways not anticipated by Schroder.
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 maturity or duration will
generally outperform 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.

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

CREDIT RISK. 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, local governments,
or foreign governments. Even certain U.S. Government securities are
subject to credit risk. A Fund will not necessarily dispose of a
security when its rating is reduced below its rating at the time of
purchase, although Schroder will monitor the investment to determine
whether keeping the security will help to achieve the Fund's investment
objective.

Schroder Total Return Fixed Income Fund invests primarily 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 that Fund is generally lower than the yields available from
fixed-income funds that invest primarily in lower quality securities.

- HIGH-YIELD/JUNK BONDS. To varying extents, all of the Funds, with the
exception of Schroder Small Capitalization Value Fund and Schroder
MidCap Value Fund, may invest in securities rated below investment
grade, which are lower-quality, high-yielding debt securities rated
below Baa or BBB by Moody's Investors Service, Inc. or Standard & Poor's
Rating Services (or, if they are unrated, determined by Schroder to be
of comparable quality). See the Statements of Additional Information for
the Funds for further descriptions of securities ratings assigned by

23
<PAGE>

Moody's and Standard and Poor's. Lower-rated securities lack outstanding
investment characteristics and have speculative characteristics and are
subject to greater credit and market risks than higher-rated securities.
The lower ratings of such securities reflect a greater possibility that
adverse changes in the financial condition of the issuer or in general
economic conditions, or an unanticipated rise in interest rates, may
impair the ability of the issuer to make payments of interest and
principal. This would likely make the values of lower-rated securities
held by a Fund more volatile than those of higher-rated securities, and
could limit a Fund's ability to liquidate its securities.

- MORTGAGE-BACKED AND OTHER ASSET-BACKED SECURITIES. Schroder Total Return
Fixed 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. The Fund's investment in mortgage-backed securities may
involve special risks relating to unscheduled prepayment on the
mortgages underlying the 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 durations
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
durations 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, the 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.

- DERIVATIVE INSTRUMENTS. To the extent permitted by a Fund's investment
policies as set forth in this Prospectus or in the Funds' Statements of
Additional Information, a Fund may buy or sell a variety of "derivative"
instruments (for example, options, futures, or indices) in order to gain
exposure to particular securities or markets, in connection with hedging
transactions, and to increase total return. A Fund's use of derivative
instruments involves the risk that such instruments 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 close out the position at any particular
time or at an acceptable price. When a Fund uses certain types of
derivative instruments 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 a Fund will
engage in these transactions when that would be beneficial.

- SHORT SALES. All of the Funds, with the exception of Schroder
International Fund and Schroder U.S. Large Cap Equity Fund, may sell
securities short. Schroder Emerging Markets Fund may only engage in
short sales if that Fund owns, or has the right to obtain, securities
equivalent in kind and amount to any securities sold short (short sales
"against the box"). A Fund may sell a security short and borrow the same
security from a broker or other institution to complete the sale when
Schroder anticipates that the price of the security will decline or, in
the case of

24
<PAGE>

Schroder Total Return Fixed Income Fund, when Schroder attempts to take
advantage of temporary disparities in pricing in the fixed-income
securities markets. A Fund may make a profit or incur a loss depending
on whether the market price of the security decreases or increases
between the date of the short sale and the date on which the Fund must
replace the borrowed security or "close" the short position. Short
positions will result in a loss if the market price of the security in
question increases between the date when a Fund enters into the short
position and the date when the Fund closes the short position. Such a
loss could theoretically be unlimited in a case where a Fund is unable,
for whatever reason, to close out its short position. In addition, short
positions may result in a loss if a portfolio strategy of which the
short position is a part is otherwise unsuccessful.

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

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

OTHER INVESTMENT STRATEGIES AND TECHNIQUES

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

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

In particular, a Fund may enter into foreign currency exchange
transactions to protect against a change in exchange rates that may
occur between the date on which the Fund contracts to trade

25
<PAGE>

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

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

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

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

- SECURITIES LOANS AND REPURCHASE AGREEMENTS. To the extent permitted by a
Fund's investment policies as set forth in the Statements of Additional
Information, the Funds may lend portfolio securities to broker-dealers,
and may enter into repurchase agreements. These transactions must be
fully collateralized at all times, but involve some risk to a Fund if
the other party should default on its obligation and the Fund is delayed
or prevented from recovering the collateral.

- 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.

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

- ZERO-COUPON BONDS. Each Fund which may invest in fixed-income securities
may invest in zero-coupon bonds. Zero-coupon bonds are issued at a
significant discount from face value and pay interest only at maturity
rather than at intervals during the life of the security. Zero-coupon

26
<PAGE>

bonds allow an issuer to avoid the need to generate cash to meet current
interest payments and, as a result, may involve greater credit risks
than bonds that pay interest currently. A Fund investing in zero-coupon
bonds is required to distribute the income on these securities as the
income accrues, even though the Fund is not receiving the income in cash
on a current basis. Thus, the Fund may have to sell other investments,
including when it may not be advisable to do so, to make income
distributions.

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

- CHANGES IN INVESTMENT OBJECTIVES AND POLICIES. The investment objective
of each of Schroder International Fund, Schroder Emerging Markets Fund,
Schroder International Smaller Companies Fund, Schroder U.S. Large Cap
Equity Fund, Schroder U.S. Smaller Companies Fund, and Schroder Micro
Cap Fund may not be changed without shareholder approval. The investment
policies of each of those Funds may, unless otherwise specifically
stated, be changed by the Trustees of Schroder Capital Funds (Delaware)
without a vote of the shareholders. The investment objectives and
policies of Schroder Small Capitalization Value Fund, Schroder MidCap
Value Fund, and Schroder Total Return Fixed Income Fund may, unless
otherwise specifically stated, be changed by the Trustees of Schroder
Series Trust without a vote of the shareholders.

- PERCENTAGE INVESTMENT LIMITATIONS. Unless otherwise noted, all
percentage limitations on Fund investments listed in this Prospectus
will apply at the time of investment. An investment by a Fund would not
be considered to violate these limitations unless an excess or
deficiency were to occur or exist immediately after and as a result of
an investment.

- 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 Micro Cap Fund and Schroder Total Return Fixed Income Fund
utilize particularly active trading strategies and may have relatively
high portfolio turnover rates (during the fiscal year ended October 31,
2000, Schroder Micro Cap Fund had a portfolio turnover rate of [ ]%,
and Schroder Total Return Fixed Income Fund had a portfolio turnover
rate of [ ]%). Schroder expects to continue to use active strategies
for these Funds in future periods.

- 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

27
<PAGE>

"defensive" strategies, the Fund would invest in high-quality fixed
income securities, cash, or money market instruments to any extent
Schroder considers consistent with such defensive strategies. It is
impossible to predict when, or for how long, a Fund will use these
alternate strategies. One risk of taking such temporary defensive
positions is that the Fund may not achieve its investment objective.

- OTHER INVESTMENTS. The Funds may also invest in other types of
securities and utilize a variety of investment techniques and strategies
that are not described in this Prospectus. These securities and
techniques may subject the Funds to additional risks. Please see the
Statements 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.

28
<PAGE>
MANAGEMENT OF THE FUNDS

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

Schroder (itself and its predecessors) has been an investment manager since
1962, and currently serves as investment adviser to the Funds, other mutual
funds, and a broad range of institutional investors. Schroder's ultimate parent,
Schroders plc, and its affiliates currently engage in the asset management
business, and as of December 31, 2000, had in the aggregate assets under
management of approximately $[ ] billion.

Subject to the direction and control of Schroder, Schroder Investment Management
International Limited (SIMIL), an affiliate of Schroder, serves as subadviser to
Schroder International Smaller Companies Fund pursuant to an Investment
Subadvisory Agreement among Schroder, SIMIL, and that Fund. SIMIL has been
registered as a U.S. investment adviser since 1998 and provides investment
management services to U.S. and foreign clients.

- INVESTMENT ADVISORY FEES. For the fiscal year ended October 31, 2000,
SCHRODER INTERNATIONAL FUND, SCHRODER U.S. LARGE CAP EQUITY FUND,
SCHRODER U.S. SMALLER COMPANIES FUND, SCHRODER MICRO CAP FUND, AND
SCHRODER SMALL CAPITALIZATION VALUE FUND paid investment advisory fees
to Schroder at the annual rate of %, %, %, % and %,
respectively, of each Fund's average daily net assets. SCHRODER EMERGING
MARKETS FUND, SCHRODER INTERNATIONAL SMALLER COMPANIES FUND, SCHRODER
MIDCAP VALUE FUND and SCHRODER TOTAL RETURN FIXED INCOME FUND paid no
investment advisory fees during the period, reflecting expense
limitations and/or fee waivers in effect during the period.

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

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

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

- EXPENSE LIMITATIONS AND WAIVERS. In order to limit the Funds' expenses,
Schroder is contractually obligated to reduce its compensation (and, if
necessary, to pay certain other Fund expenses) until October 31, 2001 to
the extent that each Fund's total operating expenses attributable to its
Investor Shares exceed the following annual rates (based on the average
daily net assets of each Fund taken separately): SCHRODER INTERNATIONAL
FUND -- 0.99%; SCHRODER EMERGING MARKETS FUND -- 1.70%; SCHRODER
INTERNATIONAL SMALLER COMPANIES FUND -- 1.50%; SCHRODER U.S. LARGE CAP
EQUITY FUND -- 1.50%; SCHRODER U.S. SMALLER COMPANIES FUND -- 1.49%;
SCHRODER MICRO CAP FUND -- 2.00%; SCHRODER SMALL CAPITALIZATION VALUE
FUND -- 1.70%; SCHRODER MIDCAP VALUE FUND -- 1.35%; and SCHRODER TOTAL
RETURN FIXED INCOME FUND -- 0.50%. Schroder has contractually agreed
that the advisory fees paid to it by Schroder International Fund through
October 31, 2001 will be limited to 0.45% of the Fund's average daily
net assets,

29
<PAGE>

and the advisory fees paid to it by Schroder U.S. Large Cap Equity Fund
through October 31, 2001 will be limited to 0.50% of the Fund's average
daily net assets. Schroder is contractually obligated through
October 31, 2001 to waive 0.10% of the advisory fees payable by Schroder
International Smaller Companies Fund.

- PORTFOLIO MANAGERS. Schroder's investment decisions for each of the
Funds are generally made by an investment manager or an investment team,
with the assistance of an investment committee; all investment decisions
for Schroder U.S. Large Cap Equity Fund, Schroder International Smaller
Companies Fund and Schroder Emerging Markets Fund are made by investment
committees for each asset class. Schroder's emerging markets investment
committee consists of investment professionals with specific geographic
or regional expertise; as well as members responsible for economic
analysis and asset allocation, investment strategy and global stock and
sector selection. Schroder's international small cap investment
committee consists of investment professionals with specific geographic
or regional expertise, as well as members responsible for asset
allocation and investment strategy. The following portfolio managers
have had primary responsibility for making investment decisions for the
noted Funds since the years shown below. Their recent professional
experience is also shown.

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

Schroder U.S. Smaller Ira L. Unschuld 1997 (sole manager since Employed as an investment
Companies Fund 1998) professional at Schroder since
1990. Mr. Unschuld is a Vice
President of Schroder Capital
Funds (Delaware) and a
Director and Senior Vice
President of Schroder.

Schroder Micro Cap Fund Ira L. Unschuld Inception (1997) See above.

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.
</TABLE>

30
<PAGE>

<TABLE>
<CAPTION>
FUND PORTFOLIO MANAGER SINCE RECENT PROFESSIONAL EXPERIENCE
---- ------------------------ ------------------------ ------------------------------
<S> <C> <C> <C>
Total Return Fixed Robert C. Michele 1998 Employed as an investment
Income 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
Porfolio Manager at Black Rock
Financial Management from 1995
to 1998.
</TABLE>

HOW THE FUNDS' SHARES ARE PRICED

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

HOW TO BUY SHARES

Through Schroder Fund Advisors Inc., the distributor of the Trusts' shares, each
Trust sells Investor Shares of its 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
Trusts' transfer agent, Boston Financial Data Services, Inc. (the "Transfer
Agent"), at the addresses listed below under "Purchases by Check", or by calling
the Trusts at (800) 464-3108. A Trust or the Transfer Agent may request and
delay acceptance of your order pending receipt of additional documentation, such
as copies of corporate resolutions and instruments of authority, from
corporations, administrators, executors, personal representatives, directors, or
custodians.

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

31
<PAGE>
INVESTMENT MINIMUMS

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

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

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

You also may meet the minimum initial investment requirement based on cumulative
purchases by means of a written Statement of Intention, expressing your
intention to invest at least the minimum investment amount applicable to a
particular Fund, or more, in Investor Shares of a Fund within 13 months. You may
enter into a Statement of Intention in conjunction with your initial investment
in Investor Shares by completing the appropriate section of the Account
Application. Current Fund shareholders can obtain a Statement of Intention form
by contacting the Transfer Agent. Each 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).

Each Trust is authorized to reject any purchase order and to suspend the
offering of its shares for any period of time. Each 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 the Fund that you wish to purchase, or, in the event that you wish to
purchase shares of multiple Funds within the same Trust, you may make your check
payable to that Trust. If you are purchasing shares of one or more Funds in each
of Schroder Capital Funds (Delaware) and Schroder Series Trust, send separate
checks payable to each Trust for your investments in the corresponding Fund(s).
In case you are purchasing the shares of more than one Fund, your check(s)
should be accompanied by written instructions as to how the check amount(s)
should be allocated among the Funds whose shares you are purchasing. Third-party
checks will not be accepted.

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

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

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

PURCHASES BY BANK WIRE/TELEPHONE

If you make your initial investment by wire, your order must be preceded by a
completed Account Application. Upon receipt of the Application, the applicable
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.

32
<PAGE>

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 applicable
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 applicable Trust has received the wired funds.

Federal Reserve Bank wire instructions are as follows:

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

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

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

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

AUTOMATIC PURCHASES

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

OTHER PURCHASE INFORMATION

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

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

Schroder Fund Advisors Inc., Schroder, or their affiliates may, at their own
expense and out of their own assets, provide compensation to dealers or other
intermediaries in connection with sales of Fund shares or shareholder servicing.
In some instances, this compensation may be made available only to certain
dealers

33
<PAGE>
or other intermediaries who have sold or are expected to sell significant
amounts of shares of the Trusts. 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

TIMING

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
applicable 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, except that shareholders of Schroder
International Fund may have a redemption fee deducted from that amount as
described in the next section. A redemption request is in good order if it
includes the exact name in which the shares are registered, the investor's
account number, and the number of shares or the dollar amount of shares to be
redeemed, and, for written requests, if it is signed exactly in accordance with
the registration form. If you hold your Investor Shares in certificate form, you
must submit the certificates and sign the assignment form on the back of the
certificates. Signatures must be guaranteed by a bank, broker-dealer, or certain
other financial institutions. You may redeem your Investor Shares by telephone
only if you elected the telephone redemption privilege option on your Account
Application or otherwise in writing. Unless otherwise agreed to by the
applicable Trust, the telephone redemption privilege may only be exercised to
redeem shares worth $1,000 or more and not more than $25,000. Shares for which
certificates have been issued may not be redeemed by telephone. The applicable
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 applicable 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. (Each Trust generally sends payment for shares the
business day after a request is received.) Under unusual circumstances, a 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.

INVOLUNTARY REDEMPTIONS

With regard to shares of Schroder International Fund, Schroder Emerging Markets
Fund, Schroder International Smaller Companies Fund, Schroder U.S. Large Cap
Equity Fund, Schroder U.S. Smaller Companies Fund, or Schroder Micro Cap Fund,
if, because of your redemptions, your account balance for any of these Funds
falls below a minimum amount set by the Trustees (presently $2,000), Schroder
Capital Funds (Delaware) may choose to redeem your shares in that Fund and pay
you for them. With regard to shares in Schroder Small Capitalization Value Fund,
Schroder MidCap Value Fund, or Schroder Total Return Fixed Income Fund, if you
own fewer shares than a minimum amount (presently 50 shares) of any of these
Funds, Schroder Series 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 a
Trust redeems your shares, and you may purchase additional shares at any time to
avoid a redemption. The applicable 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.

34
<PAGE>

SUSPENSION

A 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.

GENERAL

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

REDEMPTION FEE -- SCHRODER INTERNATIONAL FUND

Schroder International Fund imposes a 2.00% redemption fee on shares redeemed
(including in connection with an exchange) three months or less from their date
of purchase. The fee is not a sales charge (load); it is paid directly to the
Fund. The redemption fee applies only to Fund shares purchased on or after
November 1, 2000. To the extent that the redemption fee applies, the price you
will receive when you redeem your shares of that Fund is the net asset value
next determined after receipt of your redemption request in good order, minus
the redemption fee. The redemption fee is applied only against the portion of
your redemption proceeds that represents the lower of (i) the initial cost of
the shares redeemed and (ii) the net asset value of the shares at the time of
redemption, so that you will not pay a fee on amounts attributable to capital
appreciation of your shares. The redemption fee is not assessed on shares
acquired through the reinvestment of dividends or distributions paid by the
Fund.

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

EXCHANGES

You can exchange your Investor Shares of the Fund for Investor Shares of most
other funds in the Schroder family of funds at any time at their respective net
asset values, except that exchanges of shares of Schroder International Fund
into another Fund may be subject to a redemption fee as described above (such
that the exchange would be made at net asset value minus any redemption fee).
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 (800) 464-3108. In
order to exchange shares by telephone, you must complete the appropriate section
of the Account Application. Each Trust reserves the right to change or suspend
the exchange privilege at any time. Shareholders would be notified of any such
change or suspension. Each Trust may also limit the amount or number of
exchanges or reject any exchange if the applicable Fund or Schroder believes
that the investor in question is engaged in "market timing activities", or
similar activities that may be harmful to the Fund or its shareholders.

35
<PAGE>
DIVIDENDS AND DISTRIBUTIONS

With the exception of Schroder Total Return Fixed Income Fund, each Fund
distributes any net investment income and any net realized capital gain at least
annually.

Schroder Total Return Fixed Income 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 of the Fund 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 of the Fund 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. This Fund
distributes any net realized capital gains at least once a year.

For each of the Funds, distributions from net capital gain are made after
applying any available capital loss carryovers.

YOU CAN CHOOSE FROM FOUR DISTRIBUTION OPTIONS:

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

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

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

- Receive all distributions in cash.

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

TAXES

TAXES ON DIVIDENDS AND DISTRIBUTIONS. For federal income tax purposes,
distributions of investment income are taxable as ordinary income. Taxes on
distributions of capital gains are determined by how long your Fund owned the
investments that generated the gains, rather than how long you have owned your
shares. Distributions are taxable to you even if they are paid from income or
gains earned by a Fund before you invested (which income or gains were thus
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, REDEEM OR EXCHANGE YOUR SHARES. Any gain resulting from a
redemption, sale or exchange (including an exchange for shares of another Fund)
of your shares in the Funds will also generally be subject to federal income tax
at either short-term or long-term capital gain rates depending on how long you
have owned your shares.

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

Each Fund, provided that it is eligible to do so, intends to elect to permit its
shareholders to take a credit (or a deduction) for the Fund's share of foreign
income taxes paid by the Fund. If the Fund does make such an election, its
shareholders would include as gross income in their U.S. federal income tax
returns not only (1) distributions received from the Fund but also (2) the
amount that the Fund advises is their pro rata

36
<PAGE>

portion of foreign income taxes paid with respect to or withheld from dividends
and interest paid to the Fund from its foreign investments. Shareholders then
would be entitled, subject to certain limitations (including, with respect to a
foreign tax credit, a holding period requirement), to take a foreign tax credit
against their U.S. federal income tax liability for the amount of such foreign
taxes or else to deduct such foreign taxes as an itemized deduction from gross
income.

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

37
<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.

For all periods through the fiscal year ended October 31, 1999, the financial
highlights presented below for Schroder Small Capitalization Value Fund,
Schroder MidCap Value Fund, and Schroder Total Return Fixed Income Fund were
audited by Arthur Andersen LLP, the former independent accountants to those
Funds. For all other periods and for each of the Funds not named in the previous
sentence, the financial highlights have been audited by PricewaterhouseCoopers
LLP, independent accountants to the Funds. The audited financial statements for
the Funds and the related independent accountants' reports are contained in the
applicable Trust's Annual Report and are incorporated by reference into the
Trust's Statement of Additional Information. Copies of the Annual Reports may be
obtained without charge by writing the applicable Trust at P.O. Box 8507,
Boston, Massachusetts 02266 (regular mail) or at 66 Brooks Drive, Braintree,
Massachusetts 02184 (overnight or express mail), or by calling (800) 464-3108.

SCHRODER INTERNATIONAL FUND

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

<TABLE>
<CAPTION>
FOR THE YEAR ENDED OCTOBER 31,
-------------------------------------------------------------------
2000 1999 1998 1997 1996(A)
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $17.10 $18.37 $20.01 $20.91
------ ------ ------ ------ ------
Investment Operations:(b)
Net Investment Income 0.07 0.23 0.14 0.15
Net Realized and Unrealized Gain (Loss)
on Investments and Foreign Currency Transactions 3.20 0.34 1.31 1.74
------ ------ ------ ------ ------
Total from Investment Operations 3.27 0.57 1.45 1.89
------ ------ ------ ------ ------
Distributions from:
Net Investment Income (0.18) (0.29) (0.46) (0.47)
Net Realized Gain on Investments and Foreign Currency
Transactions (3.17) (1.55) (2.63) (2.32)
------ ------ ------ ------ ------
Total Distributions (3.35) (1.84) (3.09) (2.79)
------ ------ ------ ------ ------
Net Asset Value, End of Period $17.02 $17.10 $18.37 $20.01
====== ====== ====== ====== ======
Total Return(c) 21.82% 3.82% 8.33% 10.05%
Ratios and Supplementary Data:
Net Assets at End of Period (in thousands) $157,620 $129,955 $191,219 $202,735
Ratios to Average Net Assets:(b)
Expenses including reimbursement/waiver of fees 0.99% 0.99% 0.99% 0.99%
Expenses excluding reimbursement/waiver of fees 1.06% 1.08% 1.06% 1.04%
Net investment income including reimbursement/waiver of
fees 0.60% 1.14% 0.67% 0.86%
Portfolio Turnover Rate(d) 85% 53% 36% 56%
</TABLE>

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

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

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

(d) The portfolio turnover rates for the years after October 31, 1996 through
October 31, 1998 represent the turnover of the underlying Portfolio,
Schroder International Equity Fund. For the year ending October 31, 1999,
the rate represents the period from November 1, 1998 through May 31, 1999
during which time the Fund invested in the Portfolio and from June 1, 1999
through October 31, 1999 during which time the Fund held direct investments
in a portfolio of securities.

37
<PAGE>

SCHRODER EMERGING MARKETS FUND

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

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE PERIOD FOR THE YEAR FOR THE PERIOD
ENDED ENDED ENDED ENDED
OCTOBER 31, 2000 OCTOBER 31, 1999(A) MAY 31, 1999 MAY 31, 1998(F)
---------------- ------------------- ------------ ---------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period $10.62 $ 9.04 $10.00
------ ------ ------ ------
Investment Operations:(b)
Net Investment Income (Loss) (0.03) 0.03 0.02
Net Realized and Unrealized Gain
(Loss) on
Investments and Foreign Currency
Transactions 1.59 1.58 (0.98)
------ ------ ------ ------
Total from Investment Operations 1.56 1.61 (0.96)
------ ------ ------ ------
Distributions from:
Net Investment Income -- (0.03) --
Net Asset Value, End of Period $12.18 $10.62 $ 9.04
====== ====== ====== ======
Total Return(c) 14.69% 17.88% (9.60)%
Ratios and Supplementary Data
Net Assets at End of Period
(in thousands) $3,162 $2,218 $18
Ratios to Average Net Assets:(b)
Expenses including
reimbursement/ waiver of fees 1.70%(d) 1.65% 1.70%(d)
Expenses excluding
reimbursement/ waiver of fees 7.84%(d) 10.74% --(e)
Net investment income (loss)
including reimbursement/waiver
of fees (0.59)%(d) 0.51% 1.72%(d)
Portfolio Turnover Rate(g) 160% 177% 23%
</TABLE>

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

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

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

(d) Annualized.

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

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

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

38
<PAGE>

SCHRODER INTERNATIONAL SMALLER COMPANIES FUND

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

<TABLE>
<CAPTION>
FOR THE YEAR ENDED OCTOBER 31, FOR THE
--------------------------------- PERIOD ENDED
2000 1999 1998 OCTOBER 31, 1997(A)
--------- --------- --------- -------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $ 9.35 $ 9.22 $10.00
------ ------ ------ ------
Investment Operations:(b)
Net Investment Income 0.06 0.05 0.02
Net Realized and Unrealized Gain (Loss) on
Investments and Foreign Currency
Transactions 5.62 0.60 (0.79)
------ ------ ------ ------
Total from Investment Operations 5.68 0.65 (0.77)
------ ------ ------ ------
Distributions from:
Net Investment Income (0.04) (0.01) (0.01)
Net Realized Gain on Investments and
Foreign Currency Transactions (0.70) (0.51) --
------ ------ ------ ------
Total Distributions (0.74) (0.52) (0.01)
------ ------ ------ ------
Net Asset Value, End of Period $14.29 $ 9.35 $ 9.22
====== ====== ====== ======
Total Return(c) 65.27% 7.88% (7.73)%
Ratios and Supplementary Data
Net Assets at End of Period (in thousands) $9,836 $4,165 $6,836
Ratios to Average Net Assets:(b)
Expenses including reimbursement/waiver of
fees 1.50% 1.50% 1.50%(d)
Expenses excluding reimbursement/waiver of
fees 2.74% 5.26% 3.93%(d)
Net investment income including
reimbursement/waiver of fees 0.53% 0.33% 0.21%(d)
Portfolio Turnover Rate(e) 81% 82% 32%
</TABLE>

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

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

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

(d) Annualized.

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

39
<PAGE>

SCHRODER U.S. LARGE CAP EQUITY FUND(a)

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

<TABLE>
<CAPTION>
FOR THE YEAR ENDED OCTOBER 31,
--------------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period $ 7.79 $ 9.82 $ 9.76 $ 9.41
------ ------ ------ ------ ------
Investment Operations:
Net Investment Income (Loss) (0.06) (0.06) (0.01) 0.04
Net Realized and Unrealized Gain
(Loss) on Investments 2.00 0.78 2.20 1.62
------ ------ ------ ------ ------
Total from Investment Operations 1.94 0.72 2.19 1.66
------ ------ ------ ------ ------
Distributions from:
Net Investment Income -- -- (0.02) (0.07)
Net Realized Gain on Investments (3.00) (2.75) (2.11) (1.24)
------ ------ ------ ------ ------
Total Distributions (3.00) (2.75) (2.13) (1.31)
------ ------ ------ ------ ------
Net Asset Value, End of Period $ 6.73 $ 7.79 $ 9.82 $ 9.76
====== ====== ====== ====== ======
Total Return(b) 30.95% 8.87% 26.49% 19.45%
Ratios and Supplementary Data:
Net Assets at End of Period
(in thousands) $14,110 $12,540 $13,861 $17,187
Ratios to Average Net Assets:
Expenses including
reimbursement/ waiver of fees 1.50% 1.50% 1.50% 1.40%
Expenses excluding
reimbursement/waiver of fees 1.99% 1.85% 1.68% 1.43%
Net investment income (loss)
including reimbursement/waiver
of fees (0.93)% (0.71)% (0.09)% 0.43%
Portfolio Turnover Rate 87% 209% 44% 57%
</TABLE>

(a) Formerly, Schroder U.S. Diversified Growth Fund. The Fund changed its name
effective September 13, 2000.

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

40
<PAGE>

SCHRODER U.S. SMALLER COMPANIES FUND

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

<TABLE>
<CAPTION>
FOR THE FOR THE FOR THE YEAR
PERIOD FOR THE YEAR ENDED PERIOD ENDED
FOR THE YEAR ENDED MAY 31, ENDED OCTOBER 31,
ENDED OCTOBER 31, ----------------------- MAY 31, ------------
OCTOBER 31, 2000 1999(B) 1999 1998 1997(G) 1996(A)
---------------- ----------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period $ 12.80 $14.76 $13.26 $17.23 $15.14
------- ------- ------ ------ ------ ------
Investment Operations:(c)
Net Investment Loss (0.03) (0.09) (0.06) (0.02) (0.06)
Net Realized and Unrealized
Gain (Loss) on Investments 0.02 (1.84) 2.82 1.88 4.10
------- ------- ------ ------ ------ ------
Total from Investment
Operations (0.01) (1.93) 2.76 1.86 4.04
------- ------- ------ ------ ------ ------
Distributions from:
Net Realized Gain on
Investments -- (0.03) (1.26) (5.83) (1.95)
------- ------- ------ ------ ------ ------
Net Asset Value, End of
Period $ 12.79 $12.80 $14.76 $13.26 $17.23
======= ======= ====== ====== ====== ======
Total Return(d) (0.08)% (13.08)% 21.63% 14.73% 29.35%
Ratios and Supplementary
Data:
Net Assets at End of Period
(in thousands) $42,177 $47,870 $51,679 $26,104 $13,743
Ratios to Average Net
Assets:(c)
Expenses including
reimbursement/waiver of
fees 1.35%(e) 1.42% 1.37% 1.49%(e) 1.49%
Expenses excluding
reimbursement/waiver of
fees 1.35%(e) 1.45% 1.37% 1.87%(e) N/A
Net investment income
(loss) including
reimbursement/ waiver of
fees (0.54)%(e) (0.65)% (0.51)% (0.42)%(e) (0.35)%
Portfolio Turnover Rate(f) 52% 119% 55% 34% 59%
</TABLE>

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

(a) On August 15, 1996, the Fund converted to a master-feeder structure. See
Note 1 to Schroder Capital Funds (Delaware)'s financial statements.

(b) Effective October 31, 1999, the Fund changed its fiscal year end from May 31
to October 31. See also Note 1 to Schroder Capital Funds (Delaware)'s
financial statements.

(c) From November 1, 1995 to May 31, 1999, the Fund recognized its proportionate
share of income, expenses and gains/losses of the underlying portfolio,
Schroder U.S. Smaller Companies Portfolio. Commencing June 1, 1999, the
income, expenses and gains/losses were directly accrued to the Fund.

(d) Total returns would have been lower had certain expenses not been limited
during the periods shown (See Note 3 to Schroder Capital Funds (Delaware)'s
financial statements). Total return calculations for a period of less than
one year are not annualized.

(e) Annualized.

(f) The portfolio turnover rates for the years ended October 31, 1996 through
May 31, 1999, represent the turnover of the underlying Portfolio, Schroder
U.S. Smaller Companies Portfolio.

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

41
<PAGE>

SCHRODER MICRO CAP FUND

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

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE PERIOD FOR THE YEAR FOR THE PERIOD
ENDED ENDED ENDED ENDED
OCTOBER 31, 2000 OCTOBER 31, 1999(A) MAY 31, 1999 MAY 31, 1998(D)
---------------- ------------------- ------------ ---------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period $20.18 $14.26 $10.00
------ ------ ------ ------
Investment Operations:
Net Investment Loss (0.06) (0.13) (0.04)
Net Realized and Unrealized Gain
on Investments 4.47 8.28 4.50
------ ------ ------ ------
Total from Investment Operations 4.41 8.15 4.46
------ ------ ------ ------
Distributions from Net Realized
Gain on Investments -- (2.23) (0.20)
------ ------ ------ ------
Net Asset Value, End of Period $24.59 $20.18 $14.26
====== ====== ====== ======
Total Return(b) 21.85% 64.56% 45.41%
Ratios and Supplementary Data
Net Assets at End of Period (in
thousands) $20,596 $14,317 $6,340
Ratios to Average Net Assets:
Expenses including
reimbursement/ waiver of fees 2.00%(c) 2.00% 2.00%(c)
Expenses excluding
reimbursement/ waiver of fees 2.53%(c) 3.27% 6.02%(c)
Net investment loss including
reimbursement/waiver of fees (0.73)%(c) (1.10)% (0.77)%(c)
Portfolio Turnover Rate 173% 341% 166%
</TABLE>

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

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

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

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

42
<PAGE>
SCHRODER SMALL CAPITALIZATION VALUE FUND

(For an Investor Share outstanding throughout the period.)

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
----------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value at Beginning of Period $ 12.91 $ 17.67 $ 13.05 $ 10.77
Income from Investment Operations:
Net Investment Income (Loss) (0.08) (0.02) (0.05) (0.05)
Net Realized and Unrealized Gain (Loss)
on Investments 0.51 (2.05) 5.65 2.34
------- ------- ------- ------- -------
Total from Investment Operations 0.43 (2.07) 5.60 2.29
------- ------- ------- ------- -------
Less Distributions:
From Net Realized Capital Gains (0.24) (2.69) (0.98) (0.01)
------- ------- ------- ------- -------
Total Distributions (0.24) (2.69) (0.98) (0.01)
------- ------- ------- ------- -------
Net Asset Value at End of Period $ 13.10 $ 12.91 $ 17.67 $ 13.05
======= ======= ======= ======= =======
Total Return 3.40% (13.29)% 48.46% 21.17%
Ratios & Supplemental Data
Net Assets at End of Period (000's) $60,206 $67,814 $96,709 $48,614
Ratio of Operating Expenses to Average
Net Assets 1.50% 1.29% 1.32% 1.43%
Ratio of Net Investment Income to
Average Net Assets (0.54)% (0.14)% (0.36)% (0.34)%
Portfolio Turnover Rate 101.72% 87.51% 77.48% 81.63%
</TABLE>

43
<PAGE>
SCHRODER MIDCAP VALUE FUND

(For an Investor Share outstanding throughout the period.)

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31, PERIOD ENDED
------------------------------ OCTOBER 31,
2000 1999 1998 1997(A)
-------- -------- -------- ------------
<S> <C> <C> <C> <C>
Net Asset Value at Beginning of Period $ 9.72 $ 10.36 $ 10.00
Income from Investment Operations:
Net Investment Income (Loss)(b) 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%(c)
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(b) 1.35% 1.35% 1.35%(d)
Ratio of Net Investment Income to Average
Net Assets (0.03)% (0.06)% (0.13)%(d)
Portfolio Turnover Rate 174.98% 165.62% 11.96%(c)
</TABLE>

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

(b) Net Investment Income (Loss) is after reimbursement of certain expenses by
Schroder. (See Note 3 to Schroder Series 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.

(d) Annualized.

44
<PAGE>
SCHRODER TOTAL RETURN FIXED INCOME FUND(a)

(For an Investor Share outstanding throughout the period.)

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
----------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value at Beginning of Period $ 10.00 $ 9.77 $ 9.70 $ 9.93
Income from Investment Operations:
Net Investment Income(b) 0.55 0.54 0.49 0.53
Net Realized and Unrealized Gain (Loss)
on Investments (0.62) 0.23 0.16 (0.11)
------- ------- ------- ------- -------
Total from Investment Operations (0.07) 0.77 0.65 0.42
------- ------- ------- ------- -------
Less Distributions:
From Net Investment Income (0.56) (0.54) (0.49) (0.53)
From Net Realized Capital Gains (0.31) 0.00 (0.09) (0.12)
------- ------- ------- ------- -------
Total Distributions (0.87) (0.54) (0.58) (0.65)
------- ------- ------- ------- -------
Net Asset Value at End of Period $ 9.06 $ 10.00 $ 9.77 $ 9.70
======= ======= ======= ======= =======
Total Return (0.78)% 8.10% 7.68% 4.38%
Ratios & Supplemental Data
Net Assets at End of Period (000's) $24,957 $28,134 $26,683 $23,708
Ratio of Operating Expenses to Average
Net Assets(b) 0.72% 0.89% 1.12% 1.12%
Ratio of Net Investment Income to
Average Net Assets 5.81% 5.47% 5.58% 5.46%
Portfolio Turnover Rate 300.53% 112.69% 43.65% 68.76%
</TABLE>

(a) Formerly, Schroder Investment Grade Income Fund, as referenced in the
Trust's Annual Report. Effective August 14, 2000, the Fund changed its name,
its investment objective and its principal investment strategies. The Fund
would not necessarily have achieved the financial results and Total Returns
listed above under its current investment objective and policies.

(b) Net Investment Income is after reimbursement of certain expenses and/or a
management fee waiver by Schroder. (See Note 3 to Schroder Series 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: 2000 - and , 1999 - $0.50 and 1.22%, 1998 - $0.51 and
1.25%, 1997 - $0.47 and 1.33%, 1996 - $0.52 and 1.24%, respectively.

45
<PAGE>
[GLOBAL NETWORK MAP]

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

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

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

46
<PAGE>
INVESTMENT ADVISER
Schroder Investment Management North America Inc.
787 Seventh Avenue, 34th Floor
New York, New York 10019

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

ADMINISTRATOR FOR SCHRODER CAPITAL FUNDS (DELAWARE)
Schroder Fund Advisors Inc.
787 Seventh Avenue, 34th Floor
New York, New York 10019

ADMINISTRATOR FOR SCHRODER SERIES TRUST
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110

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

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

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

COUNSEL
Ropes & Gray
One International Place
Boston, Massachusetts 02110

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

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

SCHRODER CAPITAL FUNDS (DELAWARE)
SCHRODER SERIES TRUST

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

You may review and copy information about each Trust, including its SAI, at the
Securities and Exchange Commission's public reference room in Washington, D.C.
You may call the Commission at 1-800-SEC-0330 for information about the
operation of the public reference room. You may also access reports and other
information about the Trusts 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 Schroder Capital Funds (Delaware)'s or
Schroder Series Trust's file numbers under the Investment Company Act, which are
811-1911 and 811-7840, respectively.

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

SF301IP

File No. 811-1911 -- Schroder Capital Funds (Delaware)

File No. 811-7840 -- Schroder Series Trust

<PAGE>

SCHRODER SERIES TRUST

SCHRODER SMALL CAPITALIZATION VALUE FUND
SCHRODER MIDCAP VALUE FUND
SCHRODER TOTAL RETURN FIXED INCOME FUND

FORM N-1A
PART B

STATEMENT OF ADDITIONAL INFORMATION

MARCH 1, 2001

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, which are offered through a Prospectus, dated March 1,
2001, as amended or supplemented from time to time. This SAI contains
information which may be useful to investors but which is not included in the
Prospectus. Investors may obtain free copies of the Prospectus 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 Trust's annual or semi-annual
reports, please call 800-464-3108.

<PAGE>

TABLE OF CONTENTS
-----------------

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

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

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

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

INVESTMENT RESTRICTIONS ...............................................-18-

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

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

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

ADMINISTRATIVE SERVICES ...............................................-25-

DISTRIBUTOR ...........................................................-25-

BROKERAGE ALLOCATION AND OTHER PRACTICES ..............................-26-

DETERMINATION OF NET ASSET VALUE ......................................-28-

REDEMPTIONS IN KIND .................................................. -30-

TAXES ................................................................ -30-

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

PERFORMANCE INFORMATION ...............................................-36-

CUSTODIAN .............................................................-37-

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT ..........................-37-

INDEPENDENT ACCOUNTANTS ...............................................-37-

LEGAL COUNSEL ........................................................ -38-

SHAREHOLDER LIABILITY .................................................-38-

FINANCIAL STATEMENTS ..................................................-38-

APPENDIX A - RATINGS OF CORPORATE DEBT INSTRUMENTS .....................A-1

<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 three series
(the "Funds") with separate investment objectives and policies. Each of Schroder
Short-Term Investment Fund and Schroder Large Capitalization Equity Fund, former
series of the Trust that terminated in May 2000 and September 2000,
respectively, is sometimes referred to as a "Fund" hereunder with respect to its
operations prior to termination. 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 currently offers one class of shares, Investor
Shares. A Fund may suspend the sale of shares at any time.

Prior to June 23, 2000, several of the Funds also offered a second class of
shares, Advisor Shares. Effective June 23, 2000, the Advisor Shares were
recapitalized to Investor Shares, such that no Fund presently has any Advisor
Shares outstanding.

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

<PAGE>

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 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.

MISCELLANEOUS INVESTMENTS, INVESTMENT PRACTICES AND RISKS

In addition to the principal investment strategies and the principal risks
of the Funds described in the Prospectus, 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 Prospectus, 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 Prospectus, 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, options on futures
contracts and short sales. 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

<PAGE>

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

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

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

<PAGE>

above the exercise price to cover the premium and transaction costs. These costs
will reduce any profit the Fund might have realized had it bought the underlying
security at the time it purchased the call option.

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

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

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

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

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

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

<PAGE>

in over-the-counter options transactions only when appropriate exchange-traded
options transactions are unavailable and when, in the opinion of Schroder, the
pricing mechanism and liquidity of the over-the-counter markets are satisfactory
and the participants are responsible parties likely to meet their contractual
obligations. A Fund will treat over-the-counter options (and, in the case of
options sold by the Fund, the underlying securities held by the Fund) as
illiquid investments as required by applicable law.

Government regulations, particularly the requirements for qualification as
a "regulated investment company" under the 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.

A Fund will not enter into a futures contract or futures option contract
for investment purposes if, immediately thereafter, the aggregate initial margin
deposits relating to such positions plus premiums paid by the Fund for open
futures option positions, less the amount by which any such options are "in-
the-money," would exceed 5% of the Fund's net assets.

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.

<PAGE>

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

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

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

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

INDEX FUTURES CONTRACTS AND OPTIONS. A Fund may invest in debt index
futures contracts and stock index futures contracts, and in related options. A
debt index futures contract is a contract to buy

<PAGE>

or sell units of a specified debt index at a specified future date at a price
agreed upon when the contract is made. A unit is the current value of the index.
A stock index futures contract is a contract to buy or sell units of a stock
index at a specified future date at a price agreed upon when the contract is
made. A unit is the current value of the stock index.

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

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

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

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

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

<PAGE>

writer undertakes the obligation to sell or buy (as the case may be), units of
an index at a stated exercise price during the term of the option. Instead of
giving the right to take or make actual delivery of securities, the holder of an
index option has the right to receive a cash "exercise settlement amount". This
amount is equal to the amount by which the fixed exercise price of the option
exceeds (in the case of a put) or is less than (in the case of a call) the
closing value of the underlying index on the date of the exercise, multiplied by
a fixed "index multiplier".

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

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

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

MARGIN PAYMENTS. When a Fund purchases or sells a futures contract, it is
required to deposit, with its custodian or with a futures commission merchant,
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

<PAGE>

market, there is no assurance that a liquid secondary market on an exchange or
board of trade will exist for any particular contract or at any particular time.
If there is not a liquid secondary market at a particular time, it may not be
possible to close a futures position at such time and, in the event of adverse
price movements, a Fund would continue to be required to make daily cash
payments of variation margin. However, in the event financial futures are used
to hedge portfolio securities, such securities will not generally be sold until
the financial futures can be terminated. In such circumstances, an increase in
the price of the portfolio securities, if any, may partially or completely
offset losses on the financial futures.

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

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

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

<PAGE>

engage in transactions using such instruments may be limited. Suitable
derivative transactions may not be available in all circumstances and there is
no assurance that a Fund will engage in such transactions at any time or from
time to time. A Fund's ability to engage in hedging transactions may also be
limited by certain regulatory and tax considerations.

OTHER RISKS. Each Fund will incur brokerage fees in connection with its
futures and options transactions. In addition, while futures contracts and
options on futures 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.

SHORT SALES

Each of the Funds may seek to hedge investments or realize additional gains
through short sales. Short sales are transactions in which a Fund sells a
security it does not own, in anticipation of a decline in the market value of
that security. To complete such a transaction, a Fund must borrow the security
to make delivery to the buyer. A Fund then is obligated to replace the security
borrowed by purchasing it at the market price at or prior to the time of
replacement. The price at such time may be more or less than the price at which
the security was sold by a Fund. Until the security is replaced, a Fund is
required to repay the lender any dividends or interest that accrue during the
period of the loan. To borrow the security, a Fund also may be required to pay a
premium, which would increase the cost of the security sold. The net proceeds of
the short sale will be retained by the broker (or by the Fund's custodian in a
special custody account), to the extent necessary to meet margin requirements,
until the short position is closed out. A Fund also will incur transaction costs
in effecting short sales.

A Fund will incur a loss as a result of the short sale if the price of the
security increases between the date of the short sale and the date on which the
Fund replaces the borrowed security. A Fund may realize a gain if the security
declines in price between those dates. The amount of any gain will be decreased,
and the amount of any loss increased, by the amount of the premium, dividends,
interest or expenses a Fund may be required to pay in connection with a short
sale. A Fund's loss on a short sale could theoretically be unlimited in a case
where the Fund is unable, for whatever reason, to close out its short position.
There can be no assurance that a Fund will be able to close out a short position
at any particular time or at an acceptable price. In addition, short positions
may result in a loss if a portfolio strategy of which the short position is a
part is otherwise unsuccessful.

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

<PAGE>

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 Total Return Fixed Income Fund (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 a 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

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

<PAGE>

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 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. It is not currently expected that any of the Funds will invest
in securities of foreign issuers to a substantial degree, except that Schroder
Total Return Fixed Income Fund may invest up to 20% of its assets in debt
securities denominated in currencies other than the U.S. dollar, including up to
10% of its assets in securities of developing countries and of private issuers
in those countries. 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

<PAGE>

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.

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

EMERGING MARKET SECURITIES

Schroder Total Return Fixed Income Fund may invest in securities of
companies determined by Schroder to be "emerging market" issuers. The risks of
investing in foreign securities are particularly high when securities of issuers
based in developing or emerging market countries are involved. Investing in
emerging market countries involves certain risks not typically associated with
investing in U.S. securities, and imposes risks greater than, or in addition to,
risks of investing in foreign, developed countries. These risks include: greater
risks of nationalization or expropriation of assets or confiscatory taxation;
currency devaluations and other currency exchange rate fluctuations; greater
social, economic and political uncertainty and instability (including the risk
of war); more substantial government involvement in the economy; less government
supervision and regulation of the securities markets and participants in those
markets; controls on foreign investment and limitations on repatriation of
invested capital and on a Fund's ability to exchange local currencies for U.S.
dollars; unavailability of currency hedging techniques in certain emerging
market countries; the fact that companies in emerging market countries may be
smaller, less seasoned and newly organized companies; the difference in, or lack
of, auditing and financial reporting standards, which may result in
unavailability of material information about issuers; the risk that it may be
more difficult to obtain and/or enforce a judgment in a court outside the United
States; and greater price volatility, substantially less liquidity, and
significantly smaller market capitalization of securities markets. Also, any
change in the leadership or politics of emerging market countries, or the
countries that exercise a significant influence over those countries, may halt
the expansion of or reverse the liberalization of foreign investment policies

<PAGE>

now occurring and adversely affect existing investment opportunities.

In addition, a number of emerging market countries restrict, to various
degrees, foreign investment in securities. Furthermore, high rates of inflation
and rapid fluctuations in inflation rates have had, and may continue to have,
negative effects on the economies and securities markets of certain emerging
market countries.

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 fixed number of days from the date of the contract
agreed upon by the parties, rather than

<PAGE>

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

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

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

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

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

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

FOREIGN CURRENCY CONVERSION. Although foreign exchange dealers do not
charge a fee for currency conversion, they do realize a profit based on the
difference (the "spread") between prices at which they buy and sell various
currencies. Thus, a dealer may offer to sell a foreign currency to a

<PAGE>

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. 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.

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

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

When debt obligations have been stripped of their unmatured interest
coupons by the holder, the stripped coupons are sold separately. The principal
or corpus is sold at a deep discount because the

<PAGE>

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 Prospectus, 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 Funds have 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. Borrow money, except to the extent permitted by applicable law.

2. 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.

3. Underwrite securities issued by other persons except to the extent
that, in connection

<PAGE>

with the disposition of its portfolio investments, it may be deemed to
be an underwriter under the federal securities laws.

4. 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.

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

6. 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.

7. (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.

8. (FOR ALL FUNDS EXCEPT THE MIDCAP VALUE FUND) As to 75% of its assets,
invest in a security if, as a result of such investment, it would hold
more than 10% (taken at the time of such investment) of the
outstanding voting securities of any one 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 or to securities of other investment companies.

9. 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.)

10. 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

<PAGE>

are not readily marketable, including securities restricted as to resale (other
than securities restricted as to resale but determined by the Trustees, or
persons designated by the Trustees to make such determinations, to be readily
marketable).

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

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 10 listed above, the investment
policies and the investment objectives of the Funds described in the Prospectus
and this SAI are not fundamental and may be changed by the Trustees without
shareholder approval.

TRUSTEES AND OFFICERS

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

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

David N. Dinkins, Trustee. 73. Trustee, 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.

Peter E. Guernsey, Trustee. 79. Trustee, Schroder Capital Funds (Delaware),
and Schroder Series Trust II. Formerly, Senior Vice President, Marsh & McLennan,
Inc.

(*) Sharon L. Haugh, Trustee and Chairman of the Trust. 55. Trustee and
Chairman, Schroder Capital Funds (Delaware) and Schroder Series Trust II.
Director and Chairman, Schroder. Director and Chairman, Schroder Fund Advisors
Inc.

John I. Howell, Trustee. 83. Trustee, 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 (Delaware).
Partner, Wunder, Knight, Levine, Thelen & Forscey. Director, Comsat Corp.,
Medicis Pharmaceutical Corp., and Whitman Education Group, Inc. Formerly,
Campaign Manager, Clinton/Gore '96.

(*)Catherine A. Mazza, Trustee, Vice Chairman, and Vice President of the
Trust. 41. Director and Senior Vice President, Schroder. Executive Vice
President and Director, Schroder Fund Advisors Inc. Trustee, Vice Chairman, and
Vice President, Schroder Capital Funds (Delaware) and Schroder Series Trust II.
Formerly, Vice President, Alliance Capital Management L.P.

<PAGE>

William L. Means, Trustee. 64. Trustee, 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
(Delaware). Chairman of the Board of Directors, Josiah Macy, Jr. Foundation.

Hermann C. Schwab, Trustee. 80. Trustee, 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. 40. First Vice President, Schroder.
Senior Vice President, Secretary, and General Counsel, Schroder Fund Advisors
Inc. President, Schroder Capital Funds (Delaware) and Schroder Series Trust II.
Formerly, Attorney, Gordon, Altman, Butowsky, Weitzen, Shalov & Wein and Vice
President and Counsel, Citibank, N.A.

Jane P. Lucas, Vice President of the
Trust. 40. Senior Vice President, Schroder.

Robert C. Michele, Vice President of the Trust. 41. Director and Managing
Director. Schroder. Formerly, Managing Director and Portfolio Manager, Black
Rock Financial Management and Director, CS First Boston Investment Management.

Alan Mandel, Clerk, Treasurer, and Chief Financial Officer of the Trust.
43. Secretary, Treasurer, and Chief Financial Officer of 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.

Carin Muhlbaum, Assistant Clerk of the Trust. 38. Assistant Secretary,
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. 47. Assistant Secretary,
Schroder Capital Funds (Delaware). Vice President, Schroder.

Nicholas Rossi, Assistant Clerk of the Trust. 37. Assistant Clerk, Schroder
Capital Funds (Delaware). Assistant Vice President, 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

<PAGE>

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, 2000 to the Disinterested Trustees by the Trust
and other funds in the Schroder "Fund Complex" (as defined below).

<TABLE>
<CAPTION>
COMPENSATION TABLE

-----------------------------------------------------------------------
(1)
(2) (3)
NAME OF TOTAL
TRUSTEE AGGREGATE COMPENSATION
COMPENSATION FROM TRUST AND
FROM TRUST FUND COMPLEX PAID TO
TRUSTEES*
-----------------------------------------------------------------------
<S> <C> <C>
David N. Dinkins $ $
-----------------------------------------------------------------------
Peter E. Guernsey $ $
-----------------------------------------------------------------------
John I. Howell $ $
-----------------------------------------------------------------------
Peter S. Knight $ $
-----------------------------------------------------------------------
William L. Means $ $
-----------------------------------------------------------------------
Clarence F. Michalis $ $
-----------------------------------------------------------------------
Hermann C. Schwab $ $
-----------------------------------------------------------------------
</TABLE>

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

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 asset management business.

<PAGE>

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 asset management businesses, and as of December 31, 2000, had under
management assets of approximately $[ ] billion. Schroder's address is 787
Seventh Avenue, New York, New York 10019.

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

MANAGEMENT CONTRACTS

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.

<PAGE>

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 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,
2000, 1999, and 1998, 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 and
$336,444; Schroder Small Capitalization Value Fund - $_________, $602,520 and
$849,196; Schroder Total Return Fixed Income Fund (formerly Schroder Investment
Grade Income Fund) - $_________, $0 and $56,085; Schroder Short-Term Investment
Fund - $_________, $66,578 and $88,011; and Schroder MidCap Value Fund
$_________, $0, and $0.

Schroder waived its fees in the following amounts during the fiscal years
ended October 31, 2000, 1999, and 1998, respectively, pursuant to expense
limitations and/or waivers in effect during such periods: Schroder Large
Capitalization Equity Fund - $_______, $197,751 and $92,467; Schroder Small
Capitalization Value Fund - $_______, $25,571 and $13,941; Schroder Total Return
Fixed Income Fund - $_________, $135,703 and $98,978; Schroder Short-Term
Investment Fund - $_________, $45,235 and $26,333; and Schroder MidCap Value
Fund $______, $125,949 and $104,762. Schroder paid an additional $_________ in
fiscal 2000, $21,954 in fiscal 1999, and $25,506 in fiscal 1998 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

<PAGE>

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.

For the fiscal years ended October 31, 2000, 1999 and 1998, respectively,
each Fund paid the following fees to State Street under the administration
agreement: Schroder Large Capitalization Equity Fund - $______, $81,894 and
$76,431; Schroder Small Capitalization Value Fund - $_______, $78,559, $115,327
and $105,979; Schroder Total Return Fixed Income Fund - $_______, $34,405 and
$39,562; Schroder Short-Term Investment Fund - $_______, $36,320 and $41,377;
and Schroder MidCap Value Fund $_______, $16,530 and $17,015.

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.

SHAREHOLDER SERVICING PLAN FOR ADVISOR SHARES. Each Fund had previously
adopted a Shareholder Servicing Plan (the "Service Plan") for the Advisor Shares
of the Fund. Effective June 23, 2000, the Advisor Shares of each Fund were
recapitalized to Investor Shares, such that no Fund presently has any Advisor
shares outstanding.

In the fiscal years ended October 31, 2000, 1999 and 1998, 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, and $0; Schroder Small
Capitalization Value Fund - ___, $298, and $56; Schroder Total Return Fixed
Income Fund - ___, $0, and $0; and Schroder MidCap Value Fund - ___, $35, 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

<PAGE>

are made with a view to achieving their respective investment objectives and
after consideration of such factors as their current holdings, availability of
cash for investment, and the size of their investments generally. Frequently, a
particular security may be bought or sold for only one client or in different
amounts and at different times for more than one but less than all clients.
Likewise, a particular security may be bought for one or more clients when one
or more other clients are selling the security. In addition, purchases or sales
of the same security may be made for two or more clients of Schroder on the same
day. In such event, such transactions will be allocated among the clients in a
manner believed by Schroder to be equitable to each. In some cases, this
procedure could have an adverse effect on the price or amount of the securities
purchased or sold by the Trust. Purchase and sale orders for the Trust may be
combined with those of other clients of Schroder in the interest of achieving
the most favorable net results for the Trust.

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

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

<PAGE>

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 brokers that are affiliates of Schroder. 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 an affiliated broker who pays a portion of the brokerage commissions it
receives from a Fund to the brokers executing the transactions.

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 10/31/00 10/31/99 10/31/98
<S> <C> <C> <C>
Schroder Large Capitalization Equity Fund $115,789 $94,703

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

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

$0 $0
Schroder Total Return Fixed Income Fund
------------------------------------------------------------------------------------------------------------------
</TABLE>

The following table shows information regarding Fund transactions placed
with brokers and dealers during the fiscal year ended October 31, 2000
identified as having been executed on the basis of research and other services
provided by the broker or dealer.

<TABLE>
<CAPTION>
TOTAL DOLLAR VALUE OF COMMISSIONS PAID WITH
FUND SUCH TRANSACTIONS RESPECT TO SUCH TRANSACTIONS
<S> <C> <C>
Schroder Large $__________ $_______ (which amount represents approximately ____%
Capitalization Equity of the total brokerage commissions paid by the
Fund Fund)

<PAGE>

Schroder Small $__________ $_______ (which amount represents approximately ____%
Capitalization Value of the total brokerage commissions paid by the
Fund Fund)

Schroder MidCap $__________ $_______ (which amount represents approximately ____%
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, 2000, Schroder Total Return Fixed Income Fund
received related credits in the amount of $_____ derived from selling
concessions on purchases of new corporate debt issues in transactions totaling
$_________.

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. Except as
noted below with regard to below investment grade and emerging markets debt
instruments, 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. Below
investment grade and emerging markets debt instruments ("high yield debt") will
ordinarily be valued at prices supplied by a Fund's pricing services based on
the mean of bid and asked prices supplied by brokers or dealers; provided,
however, that if the bid-asked spread exceeds five points, then that security
will be valued at the bid price. 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.

<PAGE>

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

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

<PAGE>

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 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 "RIC"), 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,
securities of other RICs 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 or securities of other
RICs) or of two or more issuers which the Fund controls and which are engaged
in the same, similar or related trades and businesses.

If a Fund does not qualify for taxation as a RIC for any taxable year,
the Fund's taxable income will be subject to corporate income taxes, and all
distributions from earnings and profits, including distributions of net
capital gain (if any), will be taxable to shareholders as ordinary income. In
addition, in order to requalify for taxation as a RIC, the Fund may be
required to recognize unrealized gains, pay substantial taxes and interest,
and make certain distributions.

In order to receive the favorable tax treatment accorded regulated
investment companies and their shareholders, 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.

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
years (to the extent not previously subject to tax under subchapter M), 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.

<PAGE>

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

Upon the disposition of shares of a Fund (whether by sale, exchange, or
redemption), a shareholder will realize a gain or loss. Such gain or loss
will be capital gain or loss if the shares are capital assets in the
shareholder's hands, and will be long-term or short-term generally depending
upon the shareholder's holding period for the shares. Long-term capital gains
will generally be taxed at a federal income tax rate of 20%. 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. However, 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 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 to 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 or loss
and may affect the timing or amount of the Fund's distributions, including in
situations where such distributions may economically represent a return of a
particular shareholder's investment. Investments, if any, by a Fund in
"passive foreign investment companies" could subject such Fund to U.S.
federal income tax or other charges on the proceeds from the sale of its
investment in such a company; however, this tax can be avoided by making an
election to mark such investments to the market annually or to treat the
passive foreign investment company as a "qualified electing fund."

If a Fund is liable for foreign taxes, and if more than 50% of the value of
the Fund's total assets at the close of its taxable year consists of stocks or
securities of foreign corporations, the Fund may make an election to permit its
shareholders to claim a credit or deduction on their income tax returns for
their pro rata portion of qualified taxes paid by the Fund to foreign countries.
In such a case, shareholders would include in gross income from foreign sources
their pro rata share of such taxes. Shareholders then may take a foreign tax
credit against their U.S. federal income tax liability for the amount of such
foreign taxes or else deduct such foreign taxes as an itemized deduction from
gross income, subject to certain limitations (including, with respect to a
foreign tax credit, a holding period requirement).

<PAGE>

If a Fund engages in hedging transactions, including hedging
transactions in options, forward or 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.

A Fund's investments, if any, in securities issued at a discount (for
example, zero-coupon bonds) and certain other obligations will (and
investments in securities purchased at a discount may) require the Fund to
accrue and distribute income net yet received. In order to generate
sufficient cash to make the requisite distributions, the Fund may be required
to sell securities that it otherwise would have continued to hold.

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

In order to permit Schroder Total Return Fixed 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.

For taxable years beginning after December 31, 2000, the maximum
capital gain tax rates for capital assets (including Fund shares) held by a
non-corporate shareholder for more than 5 years will be 8 percent and 18
percent (rather than 10 percent and 20 percent). The 18-percent rate applies
only to assets the holding period for which begins after December 31, 2000
(including by way of an election to mark the asset to the market, and to pay
the tax on any gain thereon, as of January 2, 2001). The mark-to-market
election may be disadvantageous from a federal tax perspective, and
shareholders should consult their tax advisors before making such an election.

The foregoing discussion is primarily a summary of certain federal income
tax consequences of investing in a Fund, based on the law as of the date of
this SAI. You should consult your tax advisor for more information about
your own tax situation, including possible other federal, state, local, and,
where applicable, foreign tax consequences of investing in a Fund.

PRINCIPAL HOLDERS OF SECURITIES

[NOTE: THIS SECTION TO BE UPDATED BY POST-EFFECTIVE AMENDMENT FILED PRIOR
TO THE EFFECTIVE DATE OF THIS AMENDMENT.]

To the knowledge of the Trust, as of February 18, 2001, 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

<PAGE>

each Fund.

[The following table shows the percentage of the outstanding shares of each
Fund owned as of [ ], 2001 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). As of such date, certain
directors and officers of Schroder and Schroder & Co. Inc., and certain officers
of the Trust, were participants in one or more of the Schroder & Co. Plans.
Schroder & Co. Inc. owned [80.0]% of the outstanding voting securities of Lewco
Securities Corp as of [ ], 2001.]

<TABLE>
<CAPTION>
% OF FUND SHARES
OWNED BY
SCHRODER & CO. AND LEWCO PLANS
------------------------------
<S> <C>
Schroder Small Capitalization Value Fund [ ]%
Schroder Total Return Fixed Income Fund [ ]%
(formerly, Schroder Investment Grade Fixed Income Fund)
Schroder MidCap Value Fund [ ]%
</TABLE>

[Due to their ownership of shares of each Fund, the Schroder & Co. Plans
and the Lewco Plans may have been deemed to control each Fund as of [ ],
2001. In connection with the sale by Schroders plc of its investment banking
business, a substantial portion of those assets has been redeemed.]

<PAGE>

To the knowledge of the Trust, as of [ ], 2001, 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.

Percentage
of
Outstanding
Shares of the
Record Or Beneficial Owner Fund Class Owned

<PAGE>

PERFORMANCE INFORMATION

[NOTE: THIS SECTION TO BE UPDATED BY POST-EFFECTIVE AMENDMENT FILED PRIOR
TO THE EFFECTIVE DATE OF THIS AMENDMENT.]

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 Total Return Fixed Income Fund (formerly, Schroder Investment Grade
Income Fund) for the thirty-day period ended October 31, 2000 was ____%.

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, 2000, and for the period from the commencement of a Fund's
operations until October 31, 2000.

<PAGE>

AVERAGE ANNUAL TOTAL RETURN FOR PERIODS ENDED OCTOBER 31, 2000

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
SINCE
INCEPTION INCEPTION
FUND CLASS 1 YEAR 5 YEARS OF FUND DATE OF YIELD (2)
(ANNUALIZED) FUND
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Schroder Total Investor Shares ____% ____% ____% 2/22/94 ____%
Return Fixed (1)
Income Fund

----------------------------------------------------------------------------------------------------------------------------
Schroder Small Investor Shares ____% ____% ____% 2/16/94 N/A
Capitalization
Value Fund

----------------------------------------------------------------------------------------------------------------------------
Schroder Investor Shares ____% N/A ____% 8/1/97 N/A
MidCap Value
Fund

----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Formerly, Schroder Investment Grade Income Fund. Effective August 11,
2000, that Fund changed its investment objective and policies as described
in the Fund's Prospectus. The performance results shown above for the Fund
would not necessarily have been achieved under the Fund's current
investment objective and policies.

(2) For the 30-day period ended October 31, 2000.

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 Prospectus. 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

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.

<PAGE>

INDEPENDENT ACCOUNTANTS

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

CODES OF ETHICS

The Trust, Schroder Investment Management North America Inc., and
Schroder Fund Advisors Inc. have adopted a Code of Ethics pursuant to the
requirements of the Investment Company Act. Subject to certain restrictions,
the Code of Ethics permits personnel subject to the Code to invest in
securities, including securities that may be purchased or held by the Funds.

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 Schedule of Investments, Statement of Assets and Liabilities,
Statement of Operation, Statement of Changes in Net Assets, Financial
Highlights and Notes to Financial Statements in respect of each Fund are
included in the Trust's Annual Report for the fiscal year ended October
31, 2000 on Form N-30D under the Investment Company Act, filed electronically
with the Securities and Exchange Commission on December __, 2000 (File
811-7840; Accession No. [ ]). That information was, except as noted below,
audited by PricewaterhouseCoopers LLP, the current independent accountants to
the Trust, and, along with their Report of Independent Accountants included in
the Annual Report, will be incorporated by reference into this Statement of
Additional Information. The Statement of Changes in Net Assets for the fiscal
year ended October 31, 1999, and the Financial Highlights for each of the
periods ended on or before October 31, 1999 included in the Annual Report,
were audited by Arthur Andersen LLP, the former independent accountants to
the Trust. Arthur Andersen's Report, dated December 14, 1999, relating thereto
(filed with the Securities and Exchange Commission on December 30, 1999;
File No. 811-7840; Accession No. 0000912057-99-011019) will be incorporated by
reference into this Statement of Additional Information. PricewaterhouseCoopers
LLP's and Arthur Andersen LLP's consents to the use of such information in the
Registration Statement will be filed as exhibits to the Registration
Statement, pursuant to a post-effective amendment filed pursuant to Rule
485(b) prior to the effective date of this amendment.

<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.

<PAGE>

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" 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

<PAGE>

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.

"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.

<PAGE>

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, 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 dated August 9, 1994
and amended and restated as of September 15, 1999 (see Note 3).

(ii) Amended and Restated Management Contract for Schroder MidCap Value
Fund dated August 1, 1997 and amended and restated as of September 15,
1999 (See Note 3).

(e) Distribution Agreement dated September 15, 1999 (see Note 3).

(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 to be filed by Post-Effective Amendment.

(j)(i) Consent of PriceWaterhouseCoopers LLP, Independent Public
Accountants, to be filed by Post-Effective Amendment.

(ii) Consent of Arthur Andersen LLP, Independent Public Accountants, to
be filed by Post-Effective Amendment.

(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).

(o) Power of Attorney for Nancy A. Curtin, David A. Dinkins, Peter R.
Guernsey, Sharon L. Haugh, John I. Howell, Peter S. Knight, Alan M.
Mandel, William L. Means, Clarence F. Michelis, and Hermann C. Schwab
(see Note 3).

(p) Code of Ethics for Schroder Series Trust, Schroder Investment Management
North America Inc., and Schroder Fund Advisors Inc., to be filed by
Post-Effective Amendment.

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.

3. Exhibit incorporated by reference as filed on Post-Effective Amendment No.
12 via EDGAR on February 29, 2000, accession number 0000912057-009075.

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

<PAGE>

"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 belief that such Covered Person's action was in the best interests
of the Trust or (b) to be liable to the Trust or it's 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
<PAGE>

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 of its
Shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such Covered
Person's Office.

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

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

Reference is made to the 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: Deborah A. Chaplin, Executive Vice President and
Director of SIMNA, who was formerly Portfolio Manager at Schroder Kemper
Investments; Lisa M. Coleman, Portfolio Manager of SIMNA, who was formerly
Portfolio Manager at Allmerica-Asset Management; Michele Eschert, Vice
President of SIMNA, who was formerly Portfolio Manager at Chase Manhattan
Bank; 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,

<PAGE>

Barings Asset Management; Barbara Brooke Manning, First Vice President and
Chief Compliance Officer of SIM N.A., who was Senior Manager, Ernst & Young
LLP; 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 (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>
Sharon L. Haugh Chairman and Director Trustee
-------------------------------------------------------------------------------
-----------
Catherine A. Mazza Executive Vice President and Director Vice President
-------------------------------------------------------------------------------
-----------
Walter Zepf Treasurer None
-------------------------------------------------------------------------------
-----------
Alexandra Poe General Counsel, Senior Vice
President, Secretary and Director President
-------------------------------------------------------------------------------
-----------
Alan M. Mandel Senior Vice President and Director Treasurer and Clerk
-------------------------------------------------------------------------------
-----------
Frances Selby Senior Vice President and Director None
</TABLE>

<PAGE>

<TABLE>

---------------------------------------------------------
<S> <C> <C>
Mark J. Smith Senior vice President and Director None
---------------------------------------------------------
</TABLE>

The principal business address of each person listed above is 787 Seventh
Avenue, New York, New York 10019, except for Mark J. Smith, whose business
address is 31 Gresham St., London EC2V 7QA, United Kingdom.

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, Stated 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.

SIGNATURES

Pursuant to he requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,

<PAGE>

thereto duly authorized, in the City of New York and the State of New York,
on this 29th day of December, 2000.

SCHRODER SERIES TRUST

By: /s/ Alexandra Poe

Name: Alexandra Poe
Title: President

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 December 29, 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

*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 incorporated by reference into this registration
statement.