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Schroder Capital Funds (Delaware), et al. – ‘485APOS’ on 12/22/04

On: Wednesday, 12/22/04, at 5:21pm ET · Accession #: 950136-4-4511 · File #s: 2-34215, 811-01911

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/22/04  Schroder Capital Funds (Delaware) 485APOS                7:406K                                   Capital Systems 01/FA
          Schroder Capital Funds/Delaware

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485APOS     Post-Effective Amendment                            HTML    384K 
 3: EX-99.(D)(III)  Investment Subadvisory Agreement                HTML     26K 
 4: EX-99.(H)(VI)  Expense Limitation Agreement                     HTML      8K 
 5: EX-99.(J)   Consent of Pricewaterhousecoopers LLP               HTML      6K 
 6: EX-99.(P)(I)  Code of Ethics of Us Schroder Group               HTML     44K 
 7: EX-99.(P)(II)  Code of Ethics of Simna                          HTML     36K 
 2: EX-99.B     By Laws                                             HTML     30K

485APOS — Post-Effective Amendment
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Aaa Additional Information Concerning the Funds' Principal Investment Strategies Administrative Services Appendix A Appendix B Appendix C Arrangements Permitting Frequent Purchases and Redemptions of Fund Shares Bbb Brokerage Allocation and Other Practices Business and Other Connections of Investment Adviser Capitalization and Share Classes Ccc Code of Ethics Custodian Determination of Net Asset Value Disclosure of Portfolio Holdings Distributor Dividends and Distributions Exchanges Exhibits F-1+ Fees and Expenses Financial Highlights Financial Statements Foreign Currency Transactions Forward Commitments Frequent Purchases and Redemptions of Fund Shares Fund Classification How the Funds' Shares Are Priced How to Buy Shares How to Sell Shares Indemnification Independent Registered Public Accounting Firm Interested Trustees Investment Advisory Agreements Investment Restrictions Legal Counsel Location of Accounts and Records Management of the Funds Management of the Trust Management Services Margin Payments Non-Principal Investments, Investment Practices and Risks Non-Principal Investment Strategies and Techniques Payment of Fees Persons Controlled by or Under Common Control With Registrant Principal Holders of Securities Principal Risks of Investing in the Funds Principal Underwriters Proxy Voting Policies and Procedures Purchases by Check Redemption Fee Redemption of Shares Schroder International Fund Schroders Schroders and its Affiliates Schroder U.S. Large Cap Equity Fund Schroder U.S. Opportunities Fund Shareholder Liability Subadvisory Agreements Summary Information Table of Contents Taxes Transfer Agent and Dividend Disbursing Agent Trustees' Approval of Advisory Agreements Trust History Undertakings Usa Patriot Act
1	1st Page - Filing Submission
3	Schroder International Fund
4	Table of Contents
5	Summary Information
7	Schroder U.S. Large Cap Equity Fund
8	Schroder U.S. Opportunities Fund
9	Fees and Expenses
10	Principal Risks of Investing in the Funds
14	Non-Principal Investment Strategies and Techniques
15	Management of the Funds
17	How the Funds' Shares Are Priced
"	How to Buy Shares
18	Purchases by Check
19	How to Sell Shares
20	Redemption Fee
21	Exchanges
"	Dividends and Distributions
22	Frequent Purchases and Redemptions of Fund Shares
"	Payment of Fees
"	Taxes
23	Financial Highlights
24	Usa Patriot Act
25	Custodian
"	Distributor
"	Independent Registered Public Accounting Firm
29	Trust History
"	Fund Classification
"	Capitalization and Share Classes
30	Additional Information Concerning the Funds' Principal Investment Strategies
35	Margin Payments
39	Foreign Currency Transactions
44	Non-Principal Investments, Investment Practices and Risks
"	Forward Commitments
45	Investment Restrictions
48	Disclosure of Portfolio Holdings
"	Schroders
49	Management of the Trust
51	Interested Trustees
56	Schroders and its Affiliates
57	Investment Advisory Agreements
58	Subadvisory Agreements
59	Trustees' Approval of Advisory Agreements
61	Administrative Services
62	Brokerage Allocation and Other Practices
64	Determination of Net Asset Value
66	Redemption of Shares
"	Arrangements Permitting Frequent Purchases and Redemptions of Fund Shares
69	Principal Holders of Securities
70	Transfer Agent and Dividend Disbursing Agent
"	Code of Ethics
"	Proxy Voting Policies and Procedures
"	Legal Counsel
"	Shareholder Liability
71	Financial Statements
72	Appendix A
74	Appendix B
77	Aaa
"	Bbb
78	Ccc
"	F-1+
81	Appendix C
85	Item 22. Exhibits
87	Item 23. Persons Controlled by or Under Common Control With Registrant
"	Item 24. Indemnification
89	Item 25. Business and Other Connections of Investment Adviser
91	Item 26. Principal Underwriters
92	Item 27. Location of Accounts and Records
"	Item 28. Management Services
"	Item 29. Undertakings

This is an HTML Document rendered as filed. [ Alternative Formats ]

485APOS	1st Page of 94	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

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As filed with the Securities and Exchange Commission on December 22, 2004

Investment Company Act File No. 811-1911; Securities Act File No. 2-34215

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

POST-EFFECTIVE AMENDMENT No. 83 [X]

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

Amendment No. 63 [X]

Schroder Capital Funds (Delaware)
875 Third Avenue, 22nd Floor, New York, New York 10022
(212) 641-3800

Carin F. Muhlbaum, Esq.
Schroder Investment Management North America Inc.
875 Third Avenue, 22nd Floor,
New York, New York 10022

Copies to:

Timothy W. Diggins, Esq.
Ropes & Gray LLP
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
to paragraph (b) paragraph (b)

[_] 60 days after filing pursuant [X] On March 1, 2005 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.

485APOS 3rd Page of 94 TOC 1st Previous Next ↓Bottom Just 3rd
[LOGO OMITTED]Schroders

PROSPECTUS
MARCH 1, 2005

SCHRODER INTERNATIONAL FUND
SCHRODER U.S. LARGE CAP EQUITY FUND
SCHRODER U.S. OPPORTUNITIES FUND

Investor Shares

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

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

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

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

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

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

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

SCHRODER CAPITAL FUNDS (DELAWARE)

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485APOS 4th Page of 94 TOC 1st Previous Next ↓Bottom Just 4th
TABLE OF CONTENTS

SUMMARY INFORMATION.........................................................3
SCHRODER INTERNATIONAL FUND..............................................3
SCHRODER U.S. LARGE CAP EQUITY FUND......................................5
SCHRODER U.S. OPPORTUNITIES FUND.........................................6
FEES AND EXPENSES...........................................................7
PRINCIPAL RISKS OF INVESTING IN THE FUNDS...................................8
NON-PRINCIPAL INVESTMENT STRATEGIES AND TECHNIQUES.........................12
MANAGEMENT OF THE FUNDS....................................................13
HOW THE FUNDS' SHARES ARE PRICED...........................................14
HOW TO BUY SHARES..........................................................15
HOW TO SELL SHARES.........................................................17
EXCHANGES..................................................................19
DIVIDENDS AND DISTRIBUTIONS................................................19
FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES..........................19
PAYMENT OF FEES............................................................20
TAXES......................................................................20
FINANCIAL HIGHLIGHTS.......................................................21
USA PATRIOT ACT............................................................22
PRIVACY STATEMENT...........................................................A
ACCOUNT APPLICATION.........................................................B

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485APOS 5th Page of 94 TOC 1st Previous Next ↓Bottom Just 5th
SUMMARY INFORMATION

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

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 of its last ten full calendar years of operation (or for
each of its full calendar years since the Fund commenced operations, if
shorter). 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 a Fund by showing the variability of the Fund's returns and
comparing the Fund's performance to a broad measure of market performance.

PAST PERFORMANCE (BEFORE AND AFTER TAXES) IS NOT NECESSARILY AN INDICATION OF
FUTURE PERFORMANCE. It is possible to lose money on investments in the Funds.
References in any of the discussions of the Funds' investment policies below to
80% of a Fund's "net assets" refer to that percentage of the aggregate of the
Fund's net assets and the amount, if any, of borrowings by the Fund for
investment purposes.

SCHRODER INTERNATIONAL FUND

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

o 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 normally 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 Schroders believes offer the potential for
capital growth. In identifying candidates for investment, Schroders 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
Schroders believes they are fully priced or when significantly more attractive
investment candidates become available.

The Fund also may do the following:

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

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

o PRINCIPAL RISKS.

o 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.

o 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 Schroders, due to factors that
adversely affect markets generally or particular companies in the
portfolio.

-3-

485APOS 6th Page of 94 TOC 1st Previous Next ↓Bottom Just 6th
o 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.

o 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. Also, emerging market issuers are often smaller
and less well-known than larger, more widely held companies, and
involve certain special risks associated with smaller capitalization
companies.

SCHRODER INTERNATIONAL FUND - INVESTOR SHARES

[BAR GRAPH TO BE INSERTED BY AMENDMENT.]

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

AVERAGE ANNUAL TOTAL RETURNS+
(FOR THE PERIOD ENDED DECEMBER 31, 2004) [TO BE PROVIDED BY AMENDMENT]

----------------------------------------------------------------------------------------------------------------------
One Year Five Years Ten Years
----------------------------------------------------------------------------------------------------------------------

Schroder International Fund
----------------------------------------------------------------------------------------------------------------------
Return Before Taxes
----------------------------------------------------------------------------------------------------------------------
Return After Taxes on Distributions (1)
----------------------------------------------------------------------------------------------------------------------
Return After Taxes on Distributions and
Sale of Fund Shares (1)
----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Capital International EAFE
Index (2) (reflects no deduction for fees,
expenses or taxes)
----------------------------------------------------------------------------------------------------------------------

(1) After tax returns are estimated using the highest historical individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes. Actual after-tax returns depend on an investor's tax situation and
may differ from those shown. After-tax returns are not relevant to investors who
hold their shares in the Fund through tax-deferred arrangements, such as 401(k)
plans or individual retirement accounts. In some cases, the return after taxes
may exceed the return before taxes due to an assumed tax benefit from any losses
on a sale of Fund shares at the end of the measurement period.

(2) 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.

+ The current portfolio management team primarily responsible for making
investment decisions for the Fund assumed this responsibility effective March
2004. The performance results shown in the bar chart and table above for periods
prior to such date were achieved by the Fund under different lead portfolio
managers.

-4-

485APOS 7th Page of 94 TOC 1st Previous Next ↓Bottom Just 7th
SCHRODER U.S. LARGE CAP EQUITY FUND

o INVESTMENT OBJECTIVE. To seek growth of capital.

o PRINCIPAL INVESTMENT STRATEGIES. The Fund normally invests at least 80% of
its net assets in equity securities of large capitalization companies in the
United States. Currently, Schroders considers large capitalization companies to
be companies with market capitalizations of more than $5 billion measured at the
time of investment. The Fund may invest the remainder of its assets in other
categories of equity securities, including equity securities of companies with
small or medium market capitalizations, which tend to be more vulnerable to
adverse developments than larger companies. See "Risks of Smaller Capitalization
Companies" under "Principal Risks of Investing in the Funds," below. The Fund
invests in a variety of equity securities including common and preferred stocks
and warrants to purchase common and preferred stocks.

The Fund may invest in companies that Schroders 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
Schroders.

o PRINCIPAL RISK.

o 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
Schroders, due to factors that adversely affect U.S. equities markets
generally or particular companies in the portfolio.

SCHRODER U.S. LARGE CAP EQUITY FUND

[BAR GRAPH TO BE PROVIDED BY AMENDMENT.]

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

AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIOD ENDED DECEMBER 31, 2004) [TO BE PROVIDED BY AMENDMENT]

Schroder U.S. Large Cap Equity Fund

----------------------------------------------------------------------------------------------------------------------
Return Before Taxes
----------------------------------------------------------------------------------------------------------------------
Return After Taxes on Distributions (1)
----------------------------------------------------------------------------------------------------------------------
Return After Taxes on Distributions and
Sale of Fund Shares (1)
----------------------------------------------------------------------------------------------------------------------
Standard & Poor's 500 Index (2) (reflects
no deduction for fees, expenses or taxes)
----------------------------------------------------------------------------------------------------------------------

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485APOS 8th Page of 94 TOC 1st Previous Next ↓Bottom Just 8th
(2) 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. OPPORTUNITIES FUND

o INVESTMENT OBJECTIVE. To seek capital appreciation.

o PRINCIPAL INVESTMENT STRATEGIES. In selecting investments for the Fund,
Schroders seeks to identify securities of companies that it believes offer the
potential for capital appreciation, based on novel, superior or niche products
or services, operating characteristics, quality of management, an
entrepreneurial management team, their having gone public in recent years,
opportunities provided by mergers, divestitures or new management, or other
factors.

Under current market conditions, the Fund expects to invest primarily in equity
securities of companies in the United States that have market capitalizations of
$2.2 billion or less measured at the time of investment, including equity
securities of companies with market capitalizations of $500 million or less
(sometimes referred to as "micro-cap" companies). However, the Fund may invest
any portion of its assets in equity securities of larger companies and in debt
securities, if Schroders believes they offer the potential for capital
appreciation. The Fund may also invest in securities of companies outside the
United States, although the Fund will normally invest at least 80% of its net
assets in securities of companies Schroders considers to be located in the
United States.

o PRINCIPAL RISKS.

o SMALL COMPANIES. Small companies tend to be more vulnerable to adverse
developments than larger companies. The Fund may invest in micro cap
companies; these investments tend to be particularly sensitive to the
risks associated with small 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.

o 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 Schroders, due to factors that
adversely affect U.S. equities markets generally or particular
companies in the portfolio.

o 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. Under certain market conditions, very few companies, if any,
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.

SCHRODER U.S. OPPORTUNITIES FUND - INVESTOR SHARES

[BAR GRAPH TO BE INSERTED BY AMENDMENT.]

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

-6-

485APOS 9th Page of 94 TOC 1st Previous Next ↓Bottom Just 9th
AVERAGE ANNUAL TOTAL RETURNS+
(FOR THE PERIOD ENDED DECEMBER 31, 2004) [TO BE PROVIDED BY AMENDMENT]
----------------------------------------------------------------------------------------------------------------------
One Year Five Years Ten Years

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

Schroder U.S. Opportunities Fund
----------------------------------------------------------------------------------------------------------------------
Return Before Taxes
----------------------------------------------------------------------------------------------------------------------
Return After Taxes on Distributions (1)
----------------------------------------------------------------------------------------------------------------------
Return After Taxes on Distributions and
Sale of Fund Shares (1)
----------------------------------------------------------------------------------------------------------------------
Russell 2000 Index (2) (reflects no
deduction for fees, expenses or taxes)
----------------------------------------------------------------------------------------------------------------------

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

+ The current portfolio manager primarily responsible for making investment
decisions for the Fund assumed this responsibility effective January 1, 2003.
The performance results shown in the bar chart and table above for periods prior
to January 1, 2003 were achieved by the Fund under a different portfolio
manager.

FEES AND EXPENSES

THIS TABLE DESCRIBES 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):

Maximum Sales Load Imposed on Purchases........................... None
Maximum Deferred Sales Load....................................... None
Maximum Sales Load Imposed on Reinvested Dividends................ None
Redemption Fee.................................................... 2.00%(1)
Exchange Fee...................................................... None

(1) Shares of each Fund held for two months or less are subject to a redemption
fee of 2.00%. In the case of Schroder U.S. Large Cap Equity Fund and Schroder
U.S. Opportunities Fund the fee applies only to shares purchased on or after May
1, 2004.

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

SCHRODER INTERNATIONAL SCHRODER U.S LARGE SCHRODER U.S.
FUND CAP EQUITY FUND OPPORTUNITIES FUND
---------------------- ------------------ ------------------

Management Fees(1).................. 0.73% 0.75% 0.75%
Distribution (12b-1) Fees........... None None None
Other Expenses......................
Total Annual Fund Operating Expenses
Less: Fee Waiver and/or
Expense Limitation(2) ....... (2.02)% (1.56)% (0.25)%
Net Expenses (2).................... 1.25% 2.00% 2.00%

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485APOS 10th Page of 94 TOC 1st Previous Next ↓Bottom Just 10th
(1) Management Fees for each Fund include all fees payable to Schroders and its
affiliates for investment advisory and fund administration services. The Funds
also pay administrative or sub-administrative fees directly to SEI Investments
Global Fund Services, and those fees are included under "Other Expenses".

(2) The Net Expenses shown for the Funds reflect the effect of contractually
imposed Fee Waivers and/or Expense Limitations, in effect through October 31,
2005, on the Total Annual Fund Operating Expenses of the Funds. In order to
limit the Funds' expenses, Schroders is contractually obligated to reduce its
compensation (and, if necessary, to pay certain other Fund expenses) until
October 31, 2005 to the extent the total operating expenses of a Fund exceed the
following annual rates (based on the average daily net assets of the Fund taken
separately): Schroder International Fund -- 1.25%; Schroder U.S. Large Cap
Equity Fund -- 2.00% and Schroder U.S. Opportunities Fund -- 2.00%. In addition,
Schroders has separately contractually agreed that the advisory fees paid to it
by Schroder International Fund through October 31, 2005 will be limited to 0.45%
of the Fund's average daily net assets.

EXAMPLE

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

The Example assumes that you invest $10,000 in Investor Shares of a Fund for the
time periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment earns a 5% return each
year and that the Fund's operating expenses for each year are the same as the
Fund's Total Annual Fund Operating Expenses shown on the previous page. Your
actual costs may be higher or lower. Based on these assumptions, your costs
would be: [TO BE PROVIDED BY AMENDMENT]

----------------------------------------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------------------------------------------------------------------------------------------------------------------

Schroder
International Fund *
----------------------------------------------------------------------------------------------------------------------
Schroder U.S. Large
Cap Equity Fund *
----------------------------------------------------------------------------------------------------------------------
Schroder U.S.
Opportunities Fund *
----------------------------------------------------------------------------------------------------------------------

[* Assuming for all periods that the operating expenses of the Funds 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 --
Schroder U.S. Large Cap Equity Fund --
Schroder U.S. Opportunities Fund --] [TO BE PROVIDED BY AMENDMENT]

PRINCIPAL RISKS OF INVESTING IN THE FUNDS

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

o 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 Fund invests substantial
portions of its assets in foreign securities. Investments in foreign securities
entail certain risks. There may be a possibility of nationalization or
expropriation of assets, confiscatory taxation, political or financial
instability, and

-8-

485APOS 11th Page of 94 TOC 1st Previous Next ↓Bottom Just 11th
diplomatic developments that could affect the value of a Fund's investments in
certain foreign countries. Since foreign securities normally are denominated and
traded in foreign currencies, the value of the Fund's assets may be affected
favorably or unfavorably by currency exchange rates, currency exchange control
regulations, foreign withholding taxes, and restrictions or prohibitions on the
repatriation of foreign currencies. There may be less information publicly
available about a foreign issuer than about a U.S. issuer, and foreign issuers
are not generally subject to accounting, auditing, and financial reporting
standards and practices comparable to those in the United States. The securities
of some foreign issuers are less liquid and at times more volatile than
securities of comparable U.S. issuers. Foreign brokerage commissions and other
fees are also generally higher than in the United States. Foreign settlement
procedures and trade regulations may involve certain risks (such as delay in
payment or delivery of securities or in the recovery of a Fund's assets held
abroad) and expenses not present in the settlement of domestic investments.

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

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

In addition to securities traded principally in securities markets outside the
United States and securities denominated in foreign currencies, the Funds may
invest in American Depository Receipts (ADRs). ADRs generally are U.S.
dollar-denominated receipts issued by domestic banks representing the deposit
with the bank of securities of a foreign issuer, and are traded on exchanges or
over-the-counter in the United States. Because an ADR represents an indirect
investment in securities of a foreign issuer, investments in ADRs are subject to
the risks associated with foreign securities generally, as described above.

Special tax considerations apply to foreign securities. In determining whether
to invest a Fund's assets in debt securities of foreign issuers, Schroders
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.

o EMERGING MARKET SECURITIES. Schroder International Fund may invest in
"emerging market" securities.

Investing in emerging market securities imposes risks different from, and/or
greater than, risks of investing in domestic securities or in the securities of
foreign, developed countries. These risks include: smaller market capitalization
of

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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.

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.

o FIXED-INCOME SECURITIES. To varying extents, all of the Funds may invest
in fixed-income 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 Schroders. 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.

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. Fixed-income securities held by a Fund are subject to some degree of
risk that the issuers of the securities will have their credit ratings
downgraded or will default. 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 Schroders will monitor the investment to determine whether keeping the
security will help to achieve the Fund's investment objective.

o HIGH-YIELD/JUNK BONDS. To varying extents, all of the Funds may invest in
securities rated below investment grade, also known as "junk bonds", which are
lower-quality, high-yielding debt securities rated below Baa or BBB by Moody's
Investors Service, Inc. or Standard & Poor's Rating Services (or, if they are
unrated, determined by Schroders to be of comparable quality). See the Statement
of Additional Information for the Funds for further descriptions of securities
ratings assigned by Moody's and Standard and Poor's. Junk bonds may be regarded
as predominantly speculative with respect to the issuer's continuing ability to
meet principal and interest payments. Their below investment grade rating
reflects a greater possibility that the issuers may be unable to make timely
payments of interest and principal and thus default. If this happens, or is
perceived as likely to happen, the prices of those investments will usually be
more volatile and are likely to fall. A default or expected default of an issuer
could also make it difficult for a Fund to sell the investments at prices
approximating the values it had previously placed on them. Lower-rated debt
usually has a more limited market than higher-rated debt, which may at times
make it difficult for a Fund to buy or sell certain debt instruments or to
establish their fair values. Securities rated below investment grade may also be
more susceptible to real or perceived adverse economic and competitive industry
conditions than higher-rated securities. A Fund may have to participate in legal
proceedings or take possession of

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and manage assets that secure the issuer's obligations. This could increase a
Fund's operating expenses and decrease its net asset value. To the extent that a
Fund holds below investment grade debt securities, the Fund's success in meeting
its investment objective may depend more on Schroders' credit analysis of the
issuer than if the Fund held exclusively investment grade securities.

o 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.

o SHORT SALES. Schroder International Fund and Schroder U.S. Opportunities
Fund may sell securities short. A Fund may sell a security short and borrow the
same security from a broker or other institution to complete the sale when
Schroders anticipates that the price of the security will decline. 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.

o U.S. GOVERNMENT SECURITIES. U.S. Government securities include a variety
of securities that differ in their interest rates, maturities, and dates of
issue. While securities issued or guaranteed by some agencies or
instrumentalities of the U.S. government (such as the Government National
Mortgage Association) are supported by the full faith and credit of the United
States, securities issued or guaranteed by certain other agencies or
instrumentalities of the U.S. government (such as the Federal National Mortgage
Association) are supported by the right of the issuer to borrow from the U.S.
government, and securities issued or guaranteed by certain other agencies and
instrumentalities of the U.S. government (such as the Student Loan Marketing
Association) are supported only by the credit of the issuer itself.

o RISKS OF SMALLER CAPITALIZATION COMPANIES. Each of the Funds and, in
particular, Schroder U.S. Opportunities Fund, 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.

o INITIAL PUBLIC OFFERINGS. Each of the Funds may also purchase securities
of companies in initial public offerings (IPOs), which frequently are smaller
companies. Such securities have no trading history, and information about these
companies may be available for very limited periods. The prices of securities
sold in IPOs also can be highly volatile. Under certain market conditions, very
few companies, if any, 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.

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NON-PRINCIPAL 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 Schroders 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.

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

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

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

o 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.

o 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.

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o INVESTMENT IN OTHER INVESTMENT COMPANIES. Each Fund may invest in other
investment companies or pooled vehicles, including closed-end funds, that are
advised by Schroders 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.

o CHANGES IN INVESTMENT OBJECTIVES AND POLICIES. The investment objective of
each of Schroder International Fund, Schroder U.S. Large Cap Equity Fund, and
Schroder U.S. Opportunities 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. Investment policies of certain of
the Funds requiring a Fund to invest at least 80% of its net assets, under
normal circumstances, in specific types of securities may be changed by the
Trustees without shareholder approval after providing shareholders of the
relevant Fund 60 days written notice as required by Securities and Exchange
Commission rules.

o 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.

o 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, and may result in the
realization of taxable capital gains (including short-term gains, which are
generally taxed to shareholders at ordinary income rates). The trading costs and
tax effects associated with portfolio turnover may adversely affect a Fund's
performance. Several of the Funds have experienced relatively high annual
portfolio turnover rates (i.e., in excess of 100%) and each of the Funds may
have high portfolio turnover rates in future periods. Consult your tax advisor
regarding the tax effect of a Fund's portfolio turnover rate on your investment.

o TEMPORARY DEFENSIVE STRATEGIES. At times, Schroders 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, Schroders may temporarily use alternate investment strategies primarily
designed to reduce fluctuations in the value of a Fund's assets. In implementing
these "defensive" strategies, the Fund would invest in high-quality fixed-income
securities, cash, or money market instruments to any extent Schroders 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.

o 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.

MANAGEMENT OF THE FUNDS

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

Schroder Investment Management North America Limited ("SIMNA Ltd."), an
affiliate of Schroders, serves as sub-adviser responsible for the portfolio
management of Schroder International Fund. As compensation for SIMNA Ltd.'s
services as sub-adviser, Schroders pays to SIMNA Ltd. twenty-five percent of the
investment advisory fees Schroders receives from Schroder International Fund.

Schroders (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. Schroders' ultimate parent,
Schroders plc, and its affiliates currently engage in the asset management
business, and as of June 30, 2004, had in the aggregate assets under management
of approximately $181 billion.

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INVESTMENT ADVISORY FEES. For the fiscal year ended October 31, 2004, Schroder
U.S. Opportunities Fund paid an investment advisory fee to Schroders at the
annual rate of 0.50% (reflecting expense limitations and/or fee waivers), of
the Fund's average daily net assets. Schroder U.S. Large Cap Equity Fund and
Schroder International Fund paid no investment advisory fee during the period,
reflecting expense limitations in effect during the period.

INVESTMENT ADVISORY FEE BREAKPOINTS. Two of the Funds have breakpoints included
in their contractual advisory fee schedules. The contractual annual fee rate for
each of Schroder U.S. Opportunities 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,
Schroders is contractually obligated to reduce its compensation (and, if
necessary, to pay certain other Fund expenses) until October 31, 2005 to the
extent the total operating expenses of each of the Funds exceed the following
annual rates (based on the average daily net assets of the Funds taken
separately): Schroder International Fund -- 1.25%; Schroder U.S. Large Cap
Equity Fund -- 2.00% and Schroder U.S. Opportunities Fund -- 2.00%. In
addition, Schroders has separately contractually agreed that the advisory fees
paid to it by Schroder International Fund through October 31, 2005 will be
limited to 0.45% of the Fund's average daily net assets.

PORTFOLIO MANAGERS. All investment decisions for Schroder U.S. Large Cap Equity
Fund and Schroder International Fund are made by an investment committee.
Schroder's international 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 at Schroders have had primary responsibility
for making investment decisions for the noted Funds since the years shown below.
Their recent professional experience is also shown. The table below presents
information regarding the investment manager for the Schroder U.S. Opportunities
Fund, who manages that Fund with the assistance of the investment committee.

FUND PORTFOLIO MANAGER SINCE RECENT PROFESSIONAL
EXPERIENCE

Schroder U.S. Jenny B. Jones 2003 Employed as an investment
Opportunities Fund professional at Schroders
since 2003. From 1996
through 2002, Ms. Jones was
a portfolio manager at
Morgan Stanley Investment
Advisors Inc., where she
most recently served as an
Executive Director. Ms.
Jones is an Executive Vice
President of Schroders.

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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. For
purposes of determining net asset value, certain options and futures contracts
held by a Fund may be valued as of a time that is up to 15 minutes after the
close of trading on the New York Stock Exchange. The Trust expects that days,
other than weekend days, when the Exchange will not be open are New Year's 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. Securities and assets for which market quotations are
not readily available are valued at their fair values pursuant to procedures
adopted by the Board of Trustees, including through the use of a pricing service
approved by the Trustees for the purpose of determining such fair valuation. If
events materially affecting the value of securities traded on other markets
occur between the close of those markets and the close of trading on the New
York Stock Exchange, those securities may be valued at their fair values
pursuant to procedures approved by the Board of Trustees. Short-term investments
that will mature in 60 days or less are valued using amortized cost, a form of
fair valuation. 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 as of the close of trading on the New
York Stock Exchange. 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 Trust's shares, the
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 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 Funds' transfer
agent, Boston Financial Data Services, Inc. (the "Transfer Agent" or "BFDS"), at
the addresses listed under "Purchases by Check", or by calling (800) 464-3108
between 8:00 a.m. and 6:00 p.m. (Eastern Time). Acceptance of your order may be
delayed 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 or the Transfer Agent receives your order.
In order for you to receive the Fund's next determined net asset value, a Trust
must receive your order before the close of trading on the New York Stock
Exchange.

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

INITIAL INVESTMENT ADDITIONAL INVESTMENTS
------------------ ----------------------

Regular Accounts $10,000 $1,000
Traditional and Roth IRAs
Investments in respect of calendar year 2004 $3,000 $250
Investments in respect of calendar year 2005 $4,000 $250

The Trust may, in its sole discretion, waive these minimum initial or subsequent
investment amounts for share purchases by: an employee of Schroders, any of its
affiliates or a financial intermediary authorized to sell shares of the Funds,
or such employee's spouse or life partner, or children or step-children age 21
or younger; investment advisory clients of Schroders or its affiliates; and
current or former Trustees. For share purchases made through certain fund
networks or other financial intermediaries, the investment minimums associated
with the policies and programs of the fund network or financial intermediary
will apply.

None of the Funds issues share certificates.

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

Purchases by Check. You may purchase shares of a Fund by mailing a check (in
U.S. dollars) payable to the Fund that you wish to purchase, or, if you wish to
purchase shares of multiple Funds, make your check payable to Schroder Mutual
Funds. If you are purchasing shares of multiple funds, your check should be
accompanied by written instructions as to how the check amount should be
allocated among the Funds whose shares you are purchasing. Third-party checks
will not be accepted.

For initial purchases, a completed Account Application must accompany your
check. You should direct your check and your completed Account Application as
follows:

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

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

Purchases by Bank Wire. If you make your initial investment by wire, a completed
Account Application must precede your order. Upon receipt of the Application,
BFDS will assign you an account number. 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.

Please call BFDS at (800) 464-3108 to give notice that you will be sending funds
by wire, and obtain a wire reference number. (From outside the United States,
please call collect to (617) 483-5000 and ask to speak with a Schroder Mutual
Funds representative.) Instruct your bank to wire funds with the assigned
reference number as follows:

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

Your purchase will not be processed until the wired funds have been received.

Automatic Purchases. You can make regular investments of $100 or more per month
or quarter in 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.

Brokers and Other Financial Institutions. You may also buy, redeem and exchange
Investor Shares of the Funds through an authorized broker or other financial
institution that has an agreement with Schroders or Schroder Fund Advisors Inc.
The purchase, redemption and exchange policies and fees charged such brokers and
other institutions may be different than those of the Funds. For instance,
banks, brokers, retirement plans and financial advisers may charge transaction
fees and may set different investment minimums or limitations on buying,
exchanging or redeeming Investor Shares. Please consult a representative of your
financial institution for further information.

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Certain brokers may accept purchase and redemption orders for Investor Shares on
behalf of the Funds. Such brokers may designate other intermediaries to accept
purchase and redemption orders on behalf of the Funds. For purposes of pricing,
a Fund may be deemed to have received a purchase or redemption order when an
authorized broker or, if applicable, a broker's authorized designee, receives
the order. Agreements between such brokers or financial institutions and
Schroder Fund Advisors Inc., the Trust's distributor, provide that these orders
would be priced at the Fund's net asset value next determined after they are
received by the broker or financial institution or authorized designee.

Investors may be charged a fee when effecting transactions through a broker or
other agent in addition to any fees charged by the Funds.

Purchases in-kind. Investors may purchase Investor Shares of a Fund for cash or
in exchange for securities, subject to the determination by Schroders in its
discretion that the securities are acceptable. (For purposes of determining
whether securities will be acceptable, Schroders will consider, among other
things, whether they are liquid securities of a type consistent with the
investment objective and policies of the Fund and have a readily ascertainable
value.) If a Fund receives securities from an investor in exchange for Investor
Shares of the Fund, the Fund will under some circumstances have the same tax
basis in the securities as the investor had prior to the exchange (and the
Fund's gain for tax purposes would be calculated with regard to the investor's
tax basis), and in such cases the Fund's holding period in those securities
would include the investor's holding period. Any gain on the sale of securities
received in exchange for Investor Shares of the Fund would be subject to
distribution as capital gain to all of the Fund's shareholders. (In some
circumstances, receipt of securities from an investor in exchange for Investor
Shares of the Fund may be a taxable transaction to the investor, in which case
the Fund's tax basis in the securities would reflect the fair market value of
the securities on the date of the exchange and its holding period in the
securities would begin on that date.) Securities accepted by Schroders will be
valued in the same manner as are the Fund's portfolio securities as of the time
of the next determination of the Fund's net asset value. All rights which are
reflected in the market price of accepted securities at the time of valuation
become the property of the Fund and must be delivered to the Fund upon receipt
by the investor. Investors may realize a gain or loss upon the exchange for
federal income tax purposes. Investors interested in purchases through exchange
should telephone Schroders at (800) 464-3108, their Schroders client
representative, or other financial intermediary.

Certain payments by Schroders or its affiliates. Schroder Fund Advisors Inc.,
Schroders, 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 or other
intermediaries who have sold or are expected to sell significant amounts of
shares of the Trust. If you purchase or sell shares through an intermediary, the
intermediary may charge a separate fee for its services. Consult your
intermediary for information.

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

The Trust makes information regarding the portfolio holdings of its Funds
available on request as soon as reasonably practicable after each calendar
quarter of the Trust.

HOW TO SELL SHARES

When You May Redeem. 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 Schroder Mutual Funds, or by calling BFDS 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 may have a
redemption fee deducted from that amount as described below. 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 in accordance with the account registration. If you hold your shares in
certificate form, you must submit the certificates and sign the assignment form
on the back of the certificates. Shares for which certificates have been issued
may not be redeemed by telephone. Signatures must be guaranteed by a bank,
broker-dealer, or certain other financial institutions in the form of a Stamp
2000 Medallion Guarantee. You

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may redeem your shares by telephone only if you elected the telephone redemption
privilege option on your Account Application or otherwise in writing. Unless
otherwise agreed, the telephone redemption privilege may only be exercised to
redeem shares worth not more than $50,000. Additional documentation may be
required from shareholders that are corporations, partnerships, agents,
fiduciaries, or surviving joint owners, or those acting through powers of
attorney or similar delegation.

The Trust will pay you for your redemptions as promptly as possible and in any
event within seven days after the request for redemption is received in good
order. The Trust generally sends payment for shares on the business day after a
request is received. Under unusual circumstances, the Trust may suspend
redemptions or postpone payment for more than seven days, as permitted by law.
If you paid for your shares by check, the Trust will not send you your
redemption proceeds until the check you used to pay for the 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 U.S. Large Cap Equity Fund, or Schroder U.S. Opportunities 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), the Trust may
choose to redeem your shares in that Fund and pay you for them. You will receive
at least 30 days written notice before the Trust redeems your shares, and you
may purchase additional shares at any time to avoid a redemption. The Trust may
also redeem shares if you own shares of any Fund above a maximum amount set by
the Trustees. There is currently no maximum, but the Trustees may establish one
at any time, which could apply to both present and future shareholders.

Suspension. The Trust may suspend the right of redemption during any period
when: (1) trading on the New York Stock Exchange is restricted, as determined by
the Securities and Exchange Commission ("SEC"), or the Exchange is closed; (2)
the 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.

Redemptions in-kind. The Trust has agreed to redeem Investor Shares of its Funds
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 the applicable 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 you receive from the Fund. In addition, the price
of these securities may change between the time when you receive the securities
and the time when you are able to dispose of them.

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. In an effort to prevent unauthorized or fraudulent 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.

Redemption Fee. Each Fund imposes a 2.00% redemption fee on shares redeemed
(including in connection with an exchange) two months or less from their date of
purchase. The fee is not a sales charge (load); it is paid directly to the Fund.
In the case of Schroder U.S. Large Cap Equity Fund and Schroder U.S.
Opportunities Fund the fee applies only to shares purchased on or after May 1,
2004.

To the extent that the redemption fee applies, the price you will receive when
you redeem your shares of the 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)

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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, shares held in employer-sponsored retirement
accounts (such as 401(k), 403(b), Keogh, profit sharing, SIMPLE IRA, SEP-IRA and
money purchase pension accounts), or shares redeemed through designated
systematic withdrawal plans. The redemption fee does apply to IRAs, and may also
apply to shares in retirement plans held in broker omnibus accounts.

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 purchased through the reinvestment of dividends and
distributions paid by the Fund; and (ii) from all other shares of the Fund, on a
first-purchased, first-redeemed basis. Only shares described in clause (ii)
above that are redeemed two months or less from their date of purchase will be
subject to the redemption fee.

EXCHANGES

You can exchange your Investor Shares of a Fund for shares of most other funds
in the Schroder family of funds at any time at their respective net asset
values, provided that the net asset value of the Investor Shares you are
exchanging or the total net asset value of all shares you own in the Schroder
family of funds satisfies the minimum initial or additional investment amount
(as applicable) for the class of shares you wish to acquire, as set forth in the
prospectus relating to that class of shares. Such an exchange may be subject to
a redemption fee of 2.00% as described above under "Redemption Fee" (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 shares and any gain on the exchange
will generally be subject to tax. For a listing of the Schroder funds available
for exchange and to exchange shares, please call (800) 464-3108. (From outside
the United States, please call collect to (617) 483-5000 and ask to speak with a
representative of the Schroder Mutual Funds.) In order to exchange shares by
telephone, you must complete the appropriate section of the Account Application.
The Trust and Schroders reserves the right to change or suspend the exchange
privilege at any time. Shareholders would be notified of any such change or
suspension.

DIVIDENDS AND DISTRIBUTIONS

Each Fund distributes any net investment income and any net realized capital
gain at least annually. 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:

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

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

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

o 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.

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FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES

Excessive trading can hurt Fund performance, operations and shareholders. The
Board of Trustees of each of the Funds has adopted policies and procedures with
respect to frequent purchases and redemptions of Fund shares by Fund
shareholders. The Funds seek to limit frequent purchases and redemption of the
Funds' shares to the extent Schroders believes that such trading is harmful to
the Funds' shareholders, although the Funds will not necessarily prevent all
frequent trading in their shares. Shares of each Fund held for two months or
less are subject to a redemption fee of 2.00%. The fee applies to shares of
Schroder International Fund, and to shares of Schroder U.S. Large Cap Equity
Fund and Schroder U.S. Opportunities Fund purchased on or after May 1, 2004. The
redemption fee is not assessed on shares acquired through the reinvestment of
dividends or distributions paid by the Fund, shares held in employer-sponsored
retirement accounts (such as 401(k), 403(b), Keogh, profit sharing, SIMPLE IRA,
SEP-IRA and money purchase pension accounts), or shares redeemed through
designated systematic withdrawal plans. The redemption fee does apply to IRAs,
and may also apply to shares in retirement plans held in broker omnibus
accounts. Each Fund reserves the right, in its discretion, to reject any
purchase, in whole or in part (including, without limitation, purchases by
persons whose trading activity Schroders believes could be harmful to a Fund).
The Trust or Schroders may also limit the amount or number of exchanges or
reject any exchange if the Trust or Schroders 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, although the Trust and Schroders
have not established any maximum amount or number of such exchanges that may
occur in any period. The ability of Schroders to monitor trades that are placed
by omnibus or other nominee accounts is limited in those instances in which the
broker, retirement plan administrator, or fee-based program sponsor does not
provide complete information to Schroders regarding underlying beneficial owners
of Fund shares. Please see the Statement of Additional Information for
additional information on frequent purchases and redemptions of Fund shares.
There can be no assurance that a Fund or Schroders will identify all harmful
purchase or redemption activity, or market timing or similar activities,
affecting a Fund or that a Fund or Schroders will be successful in limiting or
eliminating such activities.

PAYMENT OF FEES

The Funds may pay Schroders or its affiliates, banks, broker-dealers, financial
advisors, or other financial institutions fees for sub-administration,
sub-transfer agency, and other shareholder services associated with shareholders
whose shares are held of record in omnibus or other group accounts. In addition,
the Funds' service providers, including Schroders, or any of the their
affiliates, may, from time to time, make these types of payment or payments for
other shareholder services or distribution, out of their own resources and
without additional cost to the Funds or their shareholders.

TAXES

TAXES ON DIVIDENDS AND DISTRIBUTIONS. For federal income tax purposes,
distributions of investment income are generally 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 and that are properly
designated by the Fund as capital gain dividends will be taxable as long-term
capital gains. For taxable years beginning on or before December 31, 2008,
distributions of investment income designated by the Fund as derived from
"qualified dividend income" will be taxed in the hands of individuals at the
rates applicable to long-term capital gain, provided that the holding period and
other requirements are met. 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.

Long-term capital gain rates applicable to individuals have been temporarily
reduced - in general, to 15% with lower rates applying to taxpayers in the 10%
and 15% rate brackets - for taxable years beginning on or before December 31,
2008.

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.

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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 their pro rata portion of
qualified taxes paid by the Fund to foreign countries in respect of foreign
securities the Fund has held for at least a minimum period specified in the
United States Internal Revenue Code of 1986. 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. In
addition, a Fund's investments in foreign securities or foreign currencies may
increase or accelerate a Fund's recognition of ordinary income and may affect
the timing or amount of a Fund's distributions.

NON-U.S. SHAREHOLDERS. Under current law, dividends (other than capital gain
dividends) paid by the Fund to a person who is not a "U.S. person" within the
meaning of the Code (a "foreign person") are generally subject to withholding of
U.S. federal income tax at a rate of 30% (or lower applicable treaty rate).
Under the American Jobs Creation Act of 2004 signed by President Bush on October
22, 2004, effective for taxable years of the Fund beginning after December 31,
2004 and before January 1, 2008, the Fund will no longer be required to withhold
any amounts with respect to distributions of net short-term capital gains in
excess of net long-term capital losses that the Fund properly designates nor
with respect to distributions of U.S. source interest income that would not be
subject to U.S. federal income tax if earned directly by a foreign person. This
provision will first apply to the Fund in its taxable year beginning November 1,
2005.

The American Jobs Creation Act of 2004, signed by President Bush on October 22,
2004, modifies the tax treatment of distributions from a Fund that are
attributable to gain from "US real property interests" ("USRPIs"), which the
Code defines to include direct holdings of US real property and interests in "US
real property holding corporations" such as REITs. Notably, the Code deems any
corporation that holds USRPIs with a fair market value equal to 50% or more of
the fair market value of the corporation's US and foreign real property assets
and other assets used or held for use in a trade or business to be a US real
property holding corporation. Under the new law, which is generally effective
for dividends with respect to tax years of RICs beginning after December 31,
2004, the distribution of gains from USRPIs will be subject to withholding of US
federal income tax at a rate of 35% when made to a foreign shareholder and will
give rise to an obligation for that foreign shareholder to file a US tax return.
To the extent a distribution to a foreign shareholder is attributable to the
gains recognized by a REIT, or until December 31, 2007, a RIC, from its sale or
exchange of a USRPI, the Code treats that gain as recognized by the foreign
shareholder and not the REIT or RIC. As such, that foreign shareholder's gain
triggers withholding obligations for the REIT or RIC and US tax filing
obligations for the foreign shareholder. However, a USRPI does not include sales
of interests in a REIT or RIC that is less than 50% owned by foreign persons at
all times during the testing period. Further, a distribution by a REIT with
respect to any class of stock which is regularly traded on an established US
securities market shall not be treated as gain recognized from the sale or
exchange of a USRPI if the REIT shareholder owned less than 5% of such class of
stock at all times during the taxable year.

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.

DISCLOSURES OF FUND PORTFOLIO INFORMATION

Please see the Statement of Additional Information for a description of the
Funds' policies and procedures regarding the persons to whom the Funds or
Schroders may disclose the Funds' portfolio securities positions, and under
which circumstances.

FINANCIAL HIGHLIGHTS

[TO BE PROVIDED BY AMENDMENT]

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USA PATRIOT ACT

To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify,
and record information that identifies each person who opens an account. What
this means to you: When you open an account directly with a Fund, you will be
asked your name, address, date of birth, and other information that will allow
you to be identified. You may also be asked for other identifying documentation.
If a Trust is unable to verify the information shortly after your account is
opened, your account may be closed and your shares redeemed at their net asset
values at the time of the redemption.

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INVESTMENT ADVISER
Schroder Investment Management North America Inc.
875 Third Avenue
New York, New York 10022

INVESTMENT SUB-ADVISER
SCHRODER INTERNATIONAL FUND
Schroder Investment Management North America Limited
31 Gresham Street
London EC2V 7QA

ADMINISTRATOR
Schroder Fund Advisors Inc.
875 Third Avenue
New York, New York 10022

SUB-ADMINISTRATOR
SEI Investments Global Funds Services
1 Freedom Valley Drive
Oaks, Pennsylvania 19456

CUSTODIAN
J.P. Morgan Chase Bank
270 Park Avenue
New York, New York 10017

DISTRIBUTOR
Schroder Fund Advisors Inc.
875 Third Avenue
New York, New York 10019

TRANSFER AND DIVIDEND DISBURSING AGENT
Boston Financial Data Services, Inc.
Two Heritage Drive
North Quincy, Massachusetts 02171

COUNSEL
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP
Two Commerce Square
Suite 1700
2001 Market Street
Philadelphia, Pennsylvania 19103

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SCHRODER CAPITAL FUNDS (DELAWARE)

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

You may review and copy information about the Trust, including its SAI, at the
Securities and Exchange Commission's public reference room in Washington, D.C.
You may call the Commission at 1-800-SEC-0330 for information about the
operation of the public reference room. You may also access reports and other
information about the Trust on the Commission's Internet site at www.sec.gov.
You may get copies of this information, with payment of a duplication fee, by
electronic request to the following e-mail address: publicinfo@sec.gov or by
writing the Public Reference Section of the Commission, Washington, D.C.
20549-0102. You may need to refer to Schroder Capital Funds (Delaware)'s file
number under the Investment Company Act, which is 811-1911.

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

WS/SF0303P

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

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SCHRODER CAPITAL FUNDS (DELAWARE)

Schroder International Fund
Schroder U.S. Large Cap Equity Fund
Schroder U.S. Opportunities Fund

FORM N-1A
PART B

STATEMENT OF ADDITIONAL INFORMATION

MARCH 1, 2005

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, 2005, 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' most recent annual report. For a free copy of the annual report,
please call 800-464-3108.

485APOS 28th Page of 94 TOC 1st Previous Next ↓Bottom Just 28th
TABLE OF CONTENTS

TRUST HISTORY.....................................................................................................1
FUND CLASSIFICATION...............................................................................................1
CAPITALIZATION AND SHARE CLASSES..................................................................................1
ADDITIONAL INFORMATION CONCERNING THE FUNDS' PRINCIPAL INVESTMENT STRATEGIES......................................2
NON-PRINCIPAL INVESTMENTS, INVESTMENT PRACTICES AND RISKS........................................................16
INVESTMENT RESTRICTIONS..........................................................................................17
DISCLOSURE OF PORTFOLIO HOLDINGS.................................................................................17
MANAGEMENT OF THE TRUST..........................................................................................21
SCHRODER AND ITS AFFILIATES......................................................................................28
INVESTMENT ADVISORY AGREEMENTS...................................................................................29
TRUSTEES' APPROVAL OF ADVISORY AGREEMENTS........................................................................31
ADMINISTRATIVE SERVICES..........................................................................................33
DISTRIBUTOR......................................................................................................34
BROKERAGE ALLOCATION AND OTHER PRACTICES.........................................................................34
DETERMINATION OF NET ASSET VALUE.................................................................................36
REDEMPTION OF SHARES.............................................................................................38
ARRANGEMENTS PERMITTING FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES........................................38
TAXES............................................................................................................38
PRINCIPAL HOLDERS OF SECURITIES..................................................................................41
CUSTODIAN........................................................................................................42
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.....................................................................42
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ...................................................................42
CODE OF ETHICS...................................................................................................42
PROXY VOTING POLICIES AND PROCEDURES.............................................................................42
LEGAL COUNSEL....................................................................................................42
SHAREHOLDER LIABILITY............................................................................................42
FINANCIAL STATEMENTS.............................................................................................43
APPENDIX A......................................................................................................B-1
APPENDIX B......................................................................................................B-3
APPENDIX C......................................................................................................C-1

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SCHRODER CAPITAL FUNDS (DELAWARE)

STATEMENT OF ADDITIONAL INFORMATION

TRUST HISTORY

Schroder Capital Funds (Delaware) (the "Trust") was organized as a
Maryland corporation on July 30, 1969; reorganized on February 29, 1988 as
Schroder Capital Funds, Inc.; and reorganized as a Delaware business trust
organized under the laws of the State of Delaware on January 9, 1996. The Trust
is governed by a Trust Instrument and under Delaware law. Schroder Investment
Management North America Inc. ("Schroders") 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 with separate investment objectives and policies (the "Funds"), which are
offered pursuant to the Prospectus and this SAI. Each Fund is an open-end,
management investment company registered under the Investment Company Act of
1940, as amended (the "Investment Company Act"). Each Fund is a "diversified"
investment company under the Investment Company Act. For a diversified
investment company, 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 or
securities of other investment companies). None of the diversified Funds is
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 listed in this SAI currently offers one class
of shares, Investor Shares. A Fund may suspend the sale of shares at any time.

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

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ADDITIONAL INFORMATION CONCERNING THE FUNDS' PRINCIPAL INVESTMENT STRATEGIES

The following discussion provides additional information concerning the
Funds' principal investment strategies and the principal risks of the Funds
described in the Prospectus. Because the following is a combined description of
investment strategies and risks for all the Funds, certain strategies and risks
described below may not apply to your Fund. Unless a strategy or policy
described below is specifically prohibited by a Fund's investment restrictions
as set forth in the Prospectus or 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 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,

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because increases in the market price of a call option will generally reflect
increases in the market price of the underlying security, any loss resulting
from a closing purchase transaction is likely to be offset in whole or in part
by unrealized appreciation of the underlying security owned by the Fund.

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

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

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

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

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

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Risks involved in the sale of options. Options transactions involve certain
risks, including the risks that Schroders 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 Schroders 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 Schroders 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 Schroders 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 Schroders may be considered such a group. These position
limits may restrict the Funds' ability to purchase or sell options on particular
securities.

As described below, each Fund generally expects that its options
transactions will be conducted on recognized exchanges. In certain instances,
however, a Fund may purchase and sell options in the over-the-counter markets.
Options which are not traded on national securities exchanges may be closed out
only with the other party to the option transaction. For that reason, it may be
more difficult to close out over-the-counter options than exchange-traded
options. Options in the over-the-counter market may also involve the risk that
securities dealers participating in such transactions would be unable to meet
their obligations to a Fund. Furthermore, over-the-counter options are not
subject to the protection afforded purchasers of exchange-traded options by The
Options Clearing Corporation. A Fund will, however, engage in over-the-counter
options transactions only when appropriate exchange-traded options transactions
are unavailable and when, in the opinion of Schroders, 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" (a "RIC") under the United States Internal
Revenue Code of 1986, may also restrict the Trust's use of options.

FUTURES CONTRACTS. To the extent permitted under "Investment
Restrictions" below and in the Prospectus and by applicable law, the Funds may
buy and sell futures contracts, options on futures contracts, and related
instruments in order to hedge against the effects of adverse market changes or
to increase 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.

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The Funds are operated by a person who has claimed an exclusion from
the definition of the term "commodity pool operator" under the Commodity
Exchange Act (the "CEA") and, therefore, such person is not subject to
registration or regulation as a pool operator under the CEA.

Futures on Securities and Related Options. A futures contract on a 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
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 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 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 fair valued by the Trustees or such persons.

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

Hedging by use of futures on 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 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 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 securities is subject
to Schroders' ability to predict correctly movements in the direction of the
security's price and factors affecting markets for 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 securities held by it and the prices
of such securities increase

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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 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
securities. The writing of a put or call option on a futures contract involves
risks similar to those risks relating to the purchase or sale of futures
contracts.

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

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

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

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

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

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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 security rises above the delivery price, the Fund's position declines
in value. The Fund then pays the broker a variation margin payment equal to the
difference between the delivery price of the futures contract and the market
price of the securities underlying the futures contract. Conversely, if the
price of the underlying security falls below the delivery price of the contract,
the Fund's futures position increases in value. The broker then must make a
variation margin payment equal to the difference between the delivery price of
the futures contract and the market price of the securities underlying the
futures contract.

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

SPECIAL RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS

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

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

Hedging Risks. There are several risks in connection with the use by a Fund of
futures contracts and related options as a hedging device. One risk arises
because of the imperfect correlation between movements in the prices of the
futures contracts and options and movements in the underlying securities or
index or in the prices of a Fund's securities which are the subject of a hedge.
Schroders 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

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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 Schroders may
still not result in a successful hedging transaction over a very short time
period.

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

Other Risks. Each Fund will incur brokerage fees in connection with its futures
and options transactions. In addition, while futures contracts and options on
futures 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. To the extent permitted under "Investment Restrictions"
below and in the Prospectus, 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

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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.

REPURCHASE AGREEMENTS. Each Fund may enter into repurchase agreements
without limit. 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. Schroders 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.

FOREIGN SECURITIES. Each Fund may invest in securities principally
traded in foreign markets. Schroder International Fund invests primarily in
foreign securities. Each Fund may also invest in Eurodollar certificates of
deposit and other certificates of deposit issued by United States branches of
foreign banks and foreign branches of United States banks.

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

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

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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. Certain Funds, invest in securities of
companies determined by Schroders 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
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

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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.

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

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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 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 been listed on several exchanges.
Such options will be purchased or written only when Schroders 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.

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

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

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

CONVERTIBLE SECURITIES. Certain Funds may invest in convertible
securities, which are corporate debt securities that may be converted at either
a stated price or stated rate into underlying shares of commons stock.
Convertible securities have general characteristics similar both to debt
securities and equity securities. The market value of convertible securities
tends to decline as interest rates increase and, conversely, tends to increase
as interest rates decline. In addition, because of the conversion feature, the
market value of convertible securities tends to vary with fluctuations in the
market value of the underlying common stocks and, therefore, also will react to
variations in the general market for equity securities. Convertible securities
provide for streams of income with yields that are generally higher than those
of common stocks.

WARRANTS TO PURCHASE SECURITIES. Certain Funds may invest in 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 also may
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 rise, the warrants would generally expire with no value.

The Schroder International Fund may also invest in equity-linked
warrants. A Fund purchases the equity-linked warrants from a broker, who in turn
is expected to purchase shares in the local market and issue a call warrant
hedged on the underlying holding. If the Fund exercises its call and closes its
position, the shares are expected to be sold and the warrant redeemed with the
proceeds. Each warrant represents one share of the underlying stock. Therefore,
the price, performance and liquidity of the warrant are all directly linked to
the underlying stock, less transaction costs. Equity-linked warrants are valued
at the closing price of the underlying security, then adjusted for stock
dividends declared by the underlying security. In addition to the market risk
related to the underlying holdings, the Fund bears additional counterparty risk
with respect to the issuing broker. Moreover, there is currently no active
trading market for equity-linked warrants.

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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 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.

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NON-PRINCIPAL INVESTMENTS, INVESTMENT PRACTICES AND RISKS

In addition to the principal investment strategies and the principal
risks of the Funds described in the Prospectus and this SAI, each Fund may
employ other investment practices and may be subject to additional risks, which
are described below.

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

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

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

LOANS OF FUND PORTFOLIO SECURITIES. Each Fund may lend its portfolio
securities, provided: (1) the loan is secured continuously by collateral
consisting of U.S. Government securities, cash, or cash equivalents adjusted
daily to have market value at least equal to the current market value of the
securities loaned; (2) the Fund may at any time call the loan and regain the
securities loaned; (3) the Fund will receive any interest or dividends paid on
the loaned securities; and (4) the aggregate market value of the Fund's
portfolio securities loaned will not at any time exceed one-third of the total
assets of the Fund. In addition, it is anticipated that the Fund may share with
the borrower some of the income received on the collateral for the loan or that
it will be paid a premium for the loan. Before a Fund enters into a loan,
Schroders 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

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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.

TEMPORARY DEFENSIVE STRATEGIES. As described in the Prospectus,
Schroders 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
Schroders 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.

INVESTMENT RESTRICTIONS

The Trust has adopted the following fundamental and non-fundamental
investment restrictions for the Funds. A Fund's fundamental investment
restrictions may not be changed without the affirmative vote of a "majority of
the outstanding voting securities" of the affected Fund, which is defined in the
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. Any other investment policies described in the
Prospectus and this SAI may be changed by the Trustees without shareholder
approval.

SCHRODER INTERNATIONAL FUND

Schroder International Fund will not:

FUNDAMENTAL POLICIES:

1. As to 75% of its total assets, 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 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 or to securities of other investment companies.

2. As to 75% of its total 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.

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

4. Borrow money, except to the extent permitted by applicable law. Note: The
Investment Company Act currently permits an open-end investment company to
borrow money from a bank so long as the ratio which the value of the total
assets of the investment company (including the amount of any such borrowing),
less the amount of all liabilities and indebtedness (other than such borrowing)
of the investment company, bears to the amount of such borrowing is at least
300%.

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

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6. Make loans to other persons (provided that for purposes of this restriction,
entering into repurchase agreements, lending portfolio securities, acquiring
corporate debt securities and investing in U.S. Government obligations,
short-term commercial paper, certificates of deposit and bankers' acceptances
shall not be deemed to be the making of a loan).

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

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

NON-FUNDAMENTAL POLICY:

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

2. The Fund will not invest more than 15% of its net assets in securities which
are not readily marketable, including securities restricted as to resale
determined by the Fund's investment adviser to be illiquid. Certain securities
that are restricted as to resale may nonetheless be resold by the Fund in
accordance with rule 144A under the Securities Act of 1933 as amended. Such
securities may be determined by the Fund's investment adviser to be liquid for
purposes of compliance with the limitation on the Fund's investment in illiquid
securities.

SCHRODER U.S. LARGE CAP EQUITY FUND

Schroder U.S. Large Cap Equity Fund will not:

FUNDAMENTAL POLICIES:

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

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

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

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

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

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

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

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

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9. Make loans to other persons except that it may purchase evidences of
indebtedness of a type distributed privately to financial institutions but not
in excess of 10% of the value of its total assets (provided that, for the
purposes of this restriction, entering into repurchase agreements, lending
portfolio securities, acquiring corporate debt securities and investing in U.S.
Government obligations, short-term commercial paper, certificates of deposit and
bankers' acceptances shall not be considered the making of a loan).

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

NON-FUNDAMENTAL POLICIES:

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

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

In addition, as a non-fundamental policy, under normal circumstances,
the Fund invests at least 80% of its net assets (plus the amount of any
borrowings for investment purposes) in equity securities of large-capitalization
companies in the United States.

For purposes of the preceding paragraph, Schroders currently considers
large-capitalization companies to be those with market capitalizations of $5
billion or more measured at the time of investment.

SCHRODER U.S. OPPORTUNITIES FUND

Schroder U.S. Opportunities Fund will not:

FUNDAMENTAL POLICIES:

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

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

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

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

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

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

NON-FUNDAMENTAL POLICIES:

1. As a non-fundamental policy, the Fund will not invest more than 15% of its
assets in securities determined by Schroders to be illiquid. Certain securities
that are restricted as to resale may nonetheless

485APOS 48th Page of 94 TOC 1st Previous Next ↓Bottom Just 48th
be resold by the Fund in accordance with Rule 144A under the Securities Act of
1933, as amended. Such securities may be determined by Schroders to be liquid
for purposes of compliance with the limitation on the Fund's investment in
illiquid securities.

In addition, as a non-fundamental policy, under normal circumstances,
the Fund invests at least 80% of its net assets (plus the amount of any
borrowings for investment purposes) in securities of companies that Schroders
considers to be located in the United States.

DISCLOSURE OF PORTFOLIO HOLDINGS

Through Form N-CSR and Form N-Q filings made with the Commission, the
Funds' full portfolio holdings are made publicly available to shareholders on a
quarterly basis. Such filings are normally made on or shortly after the sixtieth
day following the end of a fiscal quarter. Each Fund's complete portfolio
schedules for the second and fourth fiscal quarters, required to be filed on
Form N-CSR, will be delivered to shareholders in the Funds' semi-annual and
annual reports. The Funds' complete portfolio schedules for the first and third
fiscal quarters, required to be filed on Form N-Q, will not be delivered to
shareholders but are available on the Securities and Exchange Commission website
at www.sec.gov.

Policies and Procedures. The Funds have adopted policies and procedures
with respect to disclosure of the Funds' portfolio holdings. These procedures
provide that neither Schroders nor the Funds receive any compensation in return
for the disclosure of information about a Fund's portfolio securities or for any
ongoing arrangements to make available information about a Fund's portfolio
securities. Portfolio holdings may be disclosed to certain third parties in
advance of quarterly filings by the Funds with the Commission. In each instance
of such advance disclosure, a determination is made by Schroders that such
disclosure is supported by a legitimate business purpose of the relevant Fund
and that the recipients, where feasible, are subject to an independent duty not
to disclose or trade on the nonpublic information. The following list describes
the circumstances in which a Fund's portfolio holdings are disclosed to selected
third parties:

Portfolio Managers. Portfolio managers shall have full daily access to
portfolio holdings for the Funds for which they have direct management
responsibility. Portfolio managers may also release and discuss specific
portfolio holdings with various broker-dealers, on an as-needed basis, for
purposes of analyzing the impact of existing and future market changes on the
prices, availability or demand, and liquidity of such securities, as well as for
the purpose of assisting portfolio managers in the trading of such securities.

Schroders. In its capacity as adviser to the Funds, certain Schroders
personnel (including personnel of its affiliates) that deal directly with the
processing, settlement, review, control, auditing, reporting, or valuation of
portfolio trades will have full daily access to Fund portfolio holdings.

External Servicing Agents. Appropriate personnel employed by entities
that assist in the review and/or processing of Fund portfolio transactions,
which include the Funds' third-party administrators and fund accounting agents,
pricing services, and the custodian have daily access to all Fund portfolio
holdings. Schroders utilizes the services of Institutional Shareholder Services
("ISS") to assist with proxy voting. ISS may receive full Fund portfolio
holdings on a monthly basis for the Funds for which it provides services.

Service Providers: Portfolio Analytics and Characteristics. The
portfolio holdings of Schrode U.S. Opportunities Fund may be disclosed to
certain approved service providers for research and other support including
attribution analyses and issuer characteristics. These approved service
providers are Piper Jaffray and CFRA online.

485APOS 49th Page of 94 TOC 1st Previous Next ↓Bottom Just 49th
Any addition to the list of approved service providers requires
approval by the President and Chief Compliance Officer of the Funds based on a
review of: (i) the type of fund involved; (ii) the purpose for receiving the
holdings information; (iii) the intended use of the information; (iv) the
frequency of the information to be provided; (v) the length of the period, if
any, between the date of the information and the date on which the information
will be disclosed; (vi) the proposed recipient's relationship to the Funds;
(vii) the ability of Schroders to monitor that such information will be used by
the proposed recipient in accordance with the stated purpose for the disclosure;
(viii) whether a confidentiality agreement will be in place with such proposed
recipient; and (ix) whether any potential conflicts exist regarding such
disclosure between the interests of the Fund shareholders, on the one hand, and
those of the Funds' investment adviser, principal underwriter, or any affiliated
person of the Funds.

The Board of Trustees reviews and reapproves the policies and
procedures related to portfolio disclosure, including the list of approved
recipients, as often as deemed appropriate, but not less than annually, and may
make any changes it deems appropriate.

MANAGEMENT OF THE TRUST

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,
Schroders furnishes a continuing investment program for the Funds and makes
investment decisions on their behalf, except that Schroder Investment Management
North America Limited ("SIMNA Ltd."), an affiliate of Schroders, serves as
sub-adviser responsible for the portfolio management of Schroder International
Fund. See below, "Investment Advisory Agreements - Subadvisory Agreements."
Subject to the control of the Trustees, Schroders also manages the Funds' other
affairs and business.

The names, addresses and ages of the Trustees and executive officers of
the Trust, together with information as to their principal business occupations
during the past five years, are set forth in the following tables. Unless
otherwise indicated, each Trustee and executive officer shall hold the indicated
positions until his or her resignation or removal.

485APOS 50th Page of 94 TOC 1st Previous Next ↓Bottom Just 50th
DISINTERESTED TRUSTEES

The following table sets forth certain information concerning Trustees
who are not "interested persons" (as defined in the Investment Company Act) of
the Trust (each, a "Disinterested Trustee").

NUMBER OF
TERM OF PORTFOLIOS IN
POSITION(S) OFFICE AND PRINCIPAL FUND COMPLEX
NAME, AGE AND ADDRESS OF HELD WITH LENGTH OF OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS
DISINTERESTED TRUSTEE TRUST TIME SERVED DURING PAST 5 TRUSTEE HELD BY TRUSTEE
YEARS

David N. Dinkins, 77 Trustee Indefinite Trustee of the 7 None
875 Third Avenue, 22nd Fl. Since 1994 Trust and
New York, NY 10022 Schroder Series
Trust; Professor,
Columbia School
of International
and Public
Affairs.

Peter E. Guernsey, 83 Trustee Indefinite Trustee of the 7 None
875 Third Avenue, 22nd Fl. Since 1975 Trust and
New York, NY 10022 Schroder Series
Trust; Retired.
Formerly, Senior
Vice President,
Marsh & McLennan,
Inc. (insurance
services).

John I. Howell, 88 Trustee Indefinite Trustee and Lead 8 American Life
875 Third Avenue, 22nd Fl. Since 1975 Disinterested Assurance Co. of New
New York, NY 10022 Trustee of the York; United States
Trust, Schroder Life Assurance Co. of
Series Trust and the City of New York;
Schroder Global First SunAmerica Life
Series Trust; Insurance Co.
Private
Consultant,
Indian Rock
Corporation
(individual
accounting).

Peter S. Knight, 53 Trustee Indefinite Trustee of the 8 Schroder Long/Short
875 Third Avenue, 22nd Fl. Since 1993 Trust, Schroder Fund; Medicis;
New York, NY 10022 Series Trust and Schroder Credit
Schroder Global Renaissance Fund, LP;
Series Trust; Schroder Alternative
President, Strategies Fund; and
Generation Schroder Emerging
Investment Markets Debt
Management U.S. Opportunity Fund.
Formerly:
Managing Director,
MetWest Financial
(financial services);
President, Sage Venture
Partners (investing);
Partner, Wunder,
Knight, Forcsey &
DeVierno (law firm).

William L. Means, 68 Trustee Indefinite Trustee of the 7 None
875 Third Avenue, 22nd Fl. Since 1997 Trust and
New York, NY 10022 Schroder Series
Trust. Retired.
Formerly, Director,
Schroder Asian Growth
Fund.

485APOS 51st Page of 94 TOC 1st Previous Next ↓Bottom Just 51st
Clarence F. Michalis, 82 Trustee Indefinite Trustee of the 8 None
875 Third Avenue, 22nd Fl. Since 1969 Trust, Schroder
New York, NY 10022 Series Trust and
Schroder Global
Series Trust;
Chairman of the
Board of
Directors, Josiah
Macy, Jr.,
Foundation

Hermann C. Schwab, 84 Trustee Indefinite Trustee of the 7 None
875 Third Avenue, 22nd Fl. Since 1969 Trust and
New York, NY 10022 Schroder Series
Trust. Retired.
Formerly, consultant to
Schroder Capital
Management
International, Inc.;
Trustee, St.
Luke's/Roosevelt
Hospital Center

James D. Vaughn, 59 Trustee Indefinite Trustee and 8
875 Third Avenue, 22nd Fl. Since 2003 Chairman of the None
New York, New York 10022 Audit Committee
of the Trust,
Schroder Series
Trust and
Schroder Global
Series Trust;
Managing Partner
(retired),
Deloitte & Touche
USA, LLP-Denver.

INTERESTED TRUSTEES

The following table sets forth certain information concerning Trustees
who are "interested persons" (as defined in the Investment Company Act) of the
Trust (each, an "Interested Trustee").

NUMBER OF
TERM OF PORTFOLIOS IN
POSITION(S) OFFICE AND PRINCIPAL FUND COMPLEX
NAME, AGE AND ADDRESS OF HELD WITH LENGTH OF OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS
INTERESTED TRUSTEE TRUST TIME SERVED DURING PAST 5 YEARS TRUSTEE HELD BY TRUSTEE

Peter L. Clark, 40* Trustee Indefinite Trustee and 7 None
875 Third Avenue, 22nd Fl. and Since 2003 Chairman of the
New York, NY 10022 Chairman Trust and
Schroder Series Trust;
Chief Executive
Officer, Schroders.
Formerly, Managing
Director and Head of
Emerging Markets, JP
Morgan/JP Morgan
Investment Management;
Vice President and Head
of Proprietary Trading,
JP Morgan.

* Mr. Clark is an Interested Trustee due to his status as an officer and
employee of Schroder Investment Management North America Inc. and its
affiliates.

485APOS 52nd Page of 94 TOC 1st Previous Next ↓Bottom Just 52nd
OFFICERS

The following table sets forth certain information concerning the
Trust's officers. The officers of the Trust are employees of organizations that
provide services to the Fund.

NAME, AGE AND ADDRESS POSITION(S) HELD WITH TERM OF OFFICE PRINCIPAL OCCUPATION(S)
OF OFFICER TRUST AND LENGTH OF TIME SERVED DURING PAST 5 YEARS

Peter L. Clark, 40 Trustee and Chairman Indefinite Trustee and Chairman, Schroder
875 Third Avenue, 22nd Fl. Since 2003 Series Trust; Chief Executive
New York, NY 10022 Officer, Schroders. Formerly,
Managing Director and Head of
Emerging Markets, JP Morgan/JP
Morgan Investment Management; Vice
President and Head of Proprietary
Trading, JP Morgan.

Mark A. Hemenetz, 48 President and Indefinite Chief Operating Officer, Director
875 Third Avenue, 22nd Fl. Principal Executive Since May 2004 and Executive Vice President,
New York, NY 10022 Officer Schroders; Chairman and Director,
Schroder Fund Advisors, Inc.;
President, Schroder Series Trust and
Schroder Global Series Trust.
Formerly, Executive Vice President
and Director of Investment
Management, Bank of New York.

Alan M. Mandel, 47 Treasurer and Chief Indefinite First Vice President, Schroder;
875 Third Avenue, 22nd Fl. Financial Officer Since 1998 Chief Operating Officer, Treasurer
New York, NY 10022 and Director, Schroder Fund
Advisors Inc.; Treasurer and Chief
Financial Officer, Schroder Global
Series Trust and Schroder Series
Trust.

Barbara Brooke Manning, 57 Chief Compliance Indefinite Senior Vice President, Director
875 Third Avenue, 22nd Fl. Officer Since May 2004 and Chief Compliance Officer,
New York, NY 10022 Schroder and Schroder Fund
Advisors Inc.; Chief Compliance
Officer of Schroder Series Trust
and Schroder Global Series Trust.
Formerly, Vice President, Schroder
Global Series Trust and Schroder
Series Trust.

Carin F. Muhlbaum, 42 Vice President and Indefinite Senior Vice President and General
875 Third Avenue, 22nd Fl. Secretary Vice President since 1998; Counsel, Schroder; Senior Vice
New York, NY 10022 Secretary since 2001 President, Secretary and General
Counsel, Schroder Fund Advisors
Inc.; Vice President and
Secretary/Clerk, Schroder Global
Series Trust and Schroder Series
Trust.

485APOS 53rd Page of 94 TOC 1st Previous Next ↓Bottom Just 53rd
CERTAIN AFFILIATIONS

The following table lists the positions held by the Trust's officers
and any Interested Trustees with affiliated persons or principal underwriters of
the Trust:

------------------------------------------------------------ ---------------------------------------------------------
NAME POSITIONS HELD WITH AFFILIATED PERSONS OR PRINCIPAL
UNDERWRITERS OF THE TRUST
------------------------------------------------------------ ---------------------------------------------------------

Peter L. Clark Trustee and Chairman of the Trust and Schroder Series
Trust; Chief Executive Officer, Schroders; Chairman and
Director, Schroder Fund Advisors, Inc. Formerly,
Managing Director and Head of Emerging Markets, JP
Morgan/JP Morgan Investment Management; Vice President
and Head of Proprietary Trading, JP Morgan.
------------------------------------------------------------ ---------------------------------------------------------
Mark A. Hemenetz President of the Trust, Schroder Global Series Trust and
Schroder Series Trust; Chief Operating Officer, Director
and Executive Vice President, Schroders; Chairman and
Director, Schroder Fund Advisors, Inc.
------------------------------------------------------------ ---------------------------------------------------------
Alan M. Mandel First Vice President, Schroder; Chief Operating
Officer, Treasurer and Director, Schroder Fund Advisors
Inc.; Treasurer and Chief Financial Officer, Schroder
Global Series Trust, Schroder Capital Funds (Delaware)
and Schroder Series Trust.
------------------------------------------------------------ ---------------------------------------------------------
Barbara Brooke Manning Senior Vice President, Director and Chief Compliance
Officer, Schroder and Schroder Fund Advisors Inc.; Chief
Compliance Officer, Schroder Global Series Trust, Schroder
Capital Funds (Delaware) and Schroder Series Trust.
------------------------------------------------------------ ---------------------------------------------------------
Carin F. Muhlbaum Senior Vice President and General Counsel, Schroder;
Senior Vice President, Secretary and General Counsel,
Schroder Fund Advisors Inc.; Vice President and
Secretary/Clerk, Schroder Global Series Trust, Schroder
Capital Funds (Delaware) and Schroder Series Trust.
------------------------------------------------------------ ---------------------------------------------------------

COMMITTEES OF THE BOARD OF TRUSTEES

Audit Committee. The Board of Trustees has an Audit Committee composed of all of
the Disinterested Trustees (Messrs. Dinkins, Guernsey, Howell, Knight, Means,
Michalis, Schwab and Vaughn). The Audit Committee provides oversight with
respect to the internal and external accounting and auditing procedures of the
Funds and, among other things, considers the selection of independent public
accountants for the Funds and the scope of the audit, approves all audit and
permitted non-audit services proposed to be performed by those accountants on
behalf of the Funds, and considers other services provided by those accountants
to the Funds and Schroders and its affiliates and the possible effect of those
services on the independence of those accountants. The Audit Committee met
five times during the fiscal year ended October 31, 2004.

Nominating Committee. All of the Disinterested Trustees (Messrs. Dinkins,
Guernsey, Howell, Knight, Means, Michalis, Schwab and Vaughn) serve as a
Nominating Committee of the Board of Trustees responsible for reviewing and
recommending qualified candidates to the Board in the event that a position is
vacated or created. The Nominating Committee will consider nominees recommended
by shareholders if the Committee is considering other nominees at the time of
the nomination and the nominee meets the Committee's criteria. Nominee
recommendations may be submitted to the Clerk of the Trust at the Trust's
principal business address. The Nominating Committee met once during the
fiscal year ended October 31, 2004.

485APOS 54th Page of 94 TOC 1st Previous Next ↓Bottom Just 54th
SECURITIES OWNERSHIP

For each Trustee, the following table discloses the dollar range of
equity securities beneficially owned by the Trustee in each Fund and, on an
aggregate basis, in any registered investment companies overseen by the Trustee
within the Trust's family of investment companies, as of December 31, 2004: [TO
BE UPDATED BY AMENDMENT.]

--------------------------- ------------------------- ----------------------------- ----------------------------------
NAME OF TRUSTEE FUND DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED
INVESTMENT COMPANIES OVERSEEN BY
SECURITIES IN TRUSTEE IN FAMILY OF INVESTMENT
FUND COMPANIES*
--------------------------- ------------------------- ----------------------------- ----------------------------------

Ranges: Ranges:
-------- --------
None None
$1-$10,000 $1-$10,000
$10,001-$50,000 $10,001-$50,000
$50,001-$100,000 $50,001-$100,000
Over $100,000 Over $100,000

--------------------------- ------------------------- ----------------------------- ----------------------------------
DISINTERESTED TRUSTEES
--------------------------- ------------------------- ----------------------------- ----------------------------------
David N. Dinkins None
--------------------------- ------------------------- ----------------------------- ----------------------------------
International None
--------------------------- ------------------------- ----------------------------- ----------------------------------
U.S. Large Cap Equity None
--------------------------- ------------------------- ----------------------------- ----------------------------------
U.S. Opportunities None
--------------------------- ------------------------- ----------------------------- ----------------------------------
Peter E. Guernsey None
--------------------------- ------------------------- ----------------------------- ----------------------------------
International None
--------------------------- ------------------------- ----------------------------- ----------------------------------
U.S. Large Cap Equity None
--------------------------- ------------------------- ----------------------------- ----------------------------------
U.S. Opportunities None
--------------------------- ------------------------- ----------------------------- ----------------------------------
John I. Howell $10,001 - $50,000
--------------------------- ------------------------- ----------------------------- ----------------------------------
International $10,001 - $50,000
--------------------------- ------------------------- ----------------------------- ----------------------------------
U.S. Large Cap Equity None
--------------------------- ------------------------- ----------------------------- ----------------------------------
U.S. Opportunities None
--------------------------- ------------------------- ----------------------------- ----------------------------------
Peter S. Knight None
--------------------------- ------------------------- ----------------------------- ----------------------------------
International None
--------------------------- ------------------------- ----------------------------- ----------------------------------
U.S. Large Cap Equity None
--------------------------- ------------------------- ----------------------------- ----------------------------------
U.S. Opportunities None
--------------------------- ------------------------- ----------------------------- ----------------------------------
William L. Means $1 - $10,000
--------------------------- ------------------------- ----------------------------- ----------------------------------
International None
--------------------------- ------------------------- ----------------------------- ----------------------------------
U.S. Large Cap Equity None
--------------------------- ------------------------- ----------------------------- ----------------------------------
U.S. Opportunities $1 - $10,000
--------------------------- ------------------------- ----------------------------- ----------------------------------
Clarence F. Michalis Over $100,000
--------------------------- ------------------------- ----------------------------- ----------------------------------
International None
--------------------------- ------------------------- ----------------------------- ----------------------------------
U.S. Large Cap Equity None
--------------------------- ------------------------- ----------------------------- ----------------------------------
U.S. Opportunities Over $100,000
--------------------------- ------------------------- ----------------------------- ----------------------------------
Hermann C. Schwab None
--------------------------- ------------------------- ----------------------------- ----------------------------------
International None
--------------------------- ------------------------- ----------------------------- ----------------------------------
U.S. Large Cap Equity None
--------------------------- ------------------------- ----------------------------- ----------------------------------
U.S. Opportunities None
--------------------------- ------------------------- ----------------------------- ----------------------------------
James D. Vaughn Over $100,000
--------------------------- ------------------------- ----------------------------- ----------------------------------
International None
--------------------------- ------------------------- ----------------------------- ----------------------------------
U.S. Large Cap Equity None
--------------------------- ------------------------- ----------------------------- ----------------------------------
U.S. Opportunities $10,001-$50,000
--------------------------- ------------------------- ----------------------------- ----------------------------------

485APOS 55th Page of 94 TOC 1st Previous Next ↓Bottom Just 55th
--------------------------- ------------------------- ----------------------------- ----------------------------------

Interested Trustees
--------------------------- ------------------------- ----------------------------- ----------------------------------
Peter L. Clark None
--------------------------- ------------------------- ----------------------------- ----------------------------------
International None
--------------------------- ------------------------- ----------------------------- ----------------------------------
U.S. Large Cap Equity None
--------------------------- ------------------------- ----------------------------- ----------------------------------
U.S. Opportunities None
--------------------------- ------------------------- ----------------------------- ----------------------------------

For Disinterested Trustees and their immediate family members, the
following table provides information regarding each class of securities owned
beneficially in an investment adviser or principal underwriter of the Trust, or
a person (other than a registered investment company) directly or indirectly
controlling, controlled by, or under common control with an investment adviser
or principal underwriter of the Trust, as of December 31, 2004: [TO BE UPDATED
BY AMENDMENT.]

----------------------- --------------- ------------------ -------------- ----------------- -----------------
NAME OF
OWNERS AND
RELATIONSHIPS TITLE OF VALUE OF PERCENT OF
NAME OF TRUSTEE TO TRUSTEE COMPANY CLASS SECURITIES CLASS
----------------------- --------------- ------------------ -------------- ----------------- -----------------

David N. Dinkins N/A N/A N/A N/A N/A
----------------------- --------------- ------------------ -------------- ----------------- -----------------
Peter E. Guernsey N/A N/A N/A N/A N/A
----------------------- --------------- ------------------ -------------- ----------------- -----------------
John I. Howell N/A N/A N/A N/A N/A
----------------------- --------------- ------------------ -------------- ----------------- -----------------
Peter S. Knight N/A N/A N/A N/A N/A
----------------------- --------------- ------------------ -------------- ----------------- -----------------
William L. Means N/A N/A N/A N/A N/A
----------------------- --------------- ------------------ -------------- ----------------- -----------------
Clarence F. Michalis N/A N/A N/A N/A N/A
----------------------- --------------- ------------------ -------------- ----------------- -----------------
Hermann C. Schwab N/A N/A N/A N/A N/A
----------------------- --------------- ------------------ -------------- ----------------- -----------------
James D. Vaughn N/A N/A N/A N/A N/A
----------------------- --------------- ------------------ -------------- ----------------- -----------------

485APOS 56th Page of 94 TOC 1st Previous Next ↓Bottom Just 56th
TRUSTEES' COMPENSATION [TO BE UPDATED BY AMENDMENT.]

Trustees who are not employees of Schroders or its affiliates receive
an annual retainer of $11,000 for their services as Trustees of all open-end
investment companies distributed by Schroder Fund Advisors Inc., and $1,250 per
meeting attended in person or $500 per meeting attended by telephone. Members of
an Audit Committee for one or more of such investment companies receive an
additional $1,000 per year. Payment of the annual retainer is allocated among
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 following table sets forth information regarding compensation
received by Trustees from the Trust and from the "Fund Complex" for the fiscal
year ended October 31, 2004. (Interested Trustees who are employees of Schroders
or its affiliates and officers of the Trust receive no compensation from the
Trust and are compensated in their capacities as employees of Schroders and its
affiliates):

AGGREGATE
COMPENSATION TOTAL COMPENSATION FROM TRUST AND
NAME OF TRUSTEE FROM TRUST FUND COMPLEX PAID TO TRUSTEES*

David N. Dinkins
Peter E. Guernsey
John I. Howell
Peter S. Knight
William L. Means
Clarence F. Michalis
Hermann C. Schwab
James D. Vaughn

*The Total Compensation shown in this column for each Trustee includes
compensation for services as Trustee of the Trust, Schroder Series Trust
("SST") and Schroder Global Series Trust ("SGST"). The Trust, SST and SGST
are considered part of the same "Fund Complex" for these purposes.

The Trust's Trust Instrument provides that the Trust will indemnify its
Trustees and officers against liabilities and expenses incurred in connection
with litigation in which they may be involved because of their offices with the
Trust, except if it is determined in the manner specified in the Trust
Instrument that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the Trust or that such
indemnification would relieve any officer or Trustee of any liability to the
Trust or its shareholders by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of his or her duties. The Trust by-laws
provide that the conduct of a Trustee shall be evaluated solely by reference to
a hypothetical reasonable person, without regard to any special expertise,
knowledge, or other qualifications of the Trustee or any determination that the
Trustee is an "audit committee financial expert." The Trust, at its expense,
provides liability insurance for the benefit of its Trustees and officers.

SCHRODERS AND ITS AFFILIATES

Schroders (together with its predecessors) has served as the investment
adviser for each of the Funds since its inception. Schroders is a wholly owned
subsidiary of Schroder U.S. Holdings Inc., which currently engages through its
subsidiary firms in the asset management business. Affiliates of Schroder U.S.
Holdings Inc. (or their predecessors) have been investment managers since 1927.
Schroder U.S. Holdings Inc. is a wholly owned subsidiary of Schroder
International Holdings, which is a wholly owned subsidiary of Schroder plc, a
publicly owned holding company organized under the laws of England. Schroders
plc and its affiliates currently engage in the asset management business, and as
of June 30,

485APOS 57th Page of 94 TOC 1st Previous Next ↓Bottom Just 57th
2004, had under management assets of approximately $181 billion. Schroder's
address is 875 Third Avenue, 22nd Floor, New York, New York 10022.

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

INVESTMENT ADVISORY AGREEMENTS

INVESTMENT ADVISORY AGREEMENTS. Under Amended and Restated Investment
Advisory Agreements (the "Advisory Agreements") between the Trust and Schroders,
Schroders, 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 Advisory Agreements, Schroders is required to regularly
provide the Funds with investment research, advice, and supervision and
furnishes continuously investment programs consistent with the investment
objectives and policies of the various Funds, and determines, for the various
Funds, what securities shall be purchased, what securities shall be held or
sold, and what portion of a Fund's assets shall be held uninvested, subject
always to the provisions of the Trust's Trust Instrument and By-laws, and of the
Investment Company Act, 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.

Schroders 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. Schroders pays the
compensation and expenses of officers and executive employees of the Trust.
Schroders also provides investment advisory research and statistical facilities
and all clerical services relating to such research, statistical, and investment
work. Schroders pays the Trust's office rent.

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

The Advisory Agreements provide that Schroders 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 service to the Trust in the
absence of willful misfeasance, bad faith, gross negligence, or reckless
disregard of its duties.

The Advisory Agreements may be terminated without penalty by vote of
the Trustees as to any Fund, by the shareholders of that Fund, or by Schroder,
on 60 days' written notice. Each Advisory

485APOS 58th Page of 94 TOC 1st Previous Next ↓Bottom Just 58th
Agreement also terminates without payment of any penalty in the event of its
assignment. In addition, each Advisory Agreement may be amended only by a vote
of the shareholders of the affected Fund(s), and each Advisory Agreement
provides that it will continue in effect from year to year only so long as such
continuance is approved at least annually with respect to a Fund by vote of
either the Trustees or the shareholders of the Fund, and, in either case, by a
majority of the Trustees who are not "interested persons" of Schroders. 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.

SUBADVISORY AGREEMENTS. In February 2004, the Board of Trustees of the
Trust approved an arrangement whereby Schroders would retain Schroder Investment
Management North America Limited ("SIMNA Ltd.") to serve as sub-adviser to
Schroder International Fund. In connection therewith, the Board approved an
Investment Subadvisory Agreement between Schroder, SIMNA Ltd. and the Trust on
behalf of Schroder International Fund (the "Subadvisory Agreement"). This
agreement went into effect on April 1, 2004.

Under the Subadvisory Agreement relating to the International Fund,
subject to the oversight of the Board and the direction and control of
Schroders, SIMNA Ltd. will be required to provide on behalf of the Fund the
portfolio management services required of Schroders under the Fund's Advisory
Agreement. Accordingly, SIMNA Ltd. will be required to regularly provide the
Fund with investment research, advice, and supervision and furnish continuously
investment programs consistent with the investment objectives and policies of
the Fund, and determine, for the Fund, what securities shall be purchased, what
securities shall be held or sold, and what portion of the Fund's assets shall be
held uninvested, subject always to the provisions of the Trust's Trust
Instrument and By-laws, and of the Investment Company Act, and to the Fund's
investment objectives, policies, and restrictions, and subject further to such
policies and instructions as the Trustees may from time to time establish.

For the services to be rendered by SIMNA Ltd., Schroders (and not the
Trust or the Fund) will pay to SIMNA Ltd. a monthly fee in an amount equal to
twenty-five percent (25%) of all fees actually paid by each Fund to Schroders
for such month under the Fund's Investment Advisory Agreement, provided that
SIMNA Ltd.'s fee for any period will be reduced such that SIMNA Ltd. will bear
twenty-five percent (25%) of any voluntary fee waiver observed or expense
reimbursement borne by Schroders with respect to the Fund for such period.

The Subadvisory Agreement provides that SIMNA Ltd. shall not be subject
to any liability for any error of judgment or for any loss suffered by the Trust
or Schroders in connection with rendering service to the Trust in the absence of
willful misfeasance, bad faith, gross negligence, or reckless disregard of its
duties.

The Subadvisory Agreement relating to the Fund may be terminated
without penalty (i) by vote of the Trustees or by vote of a majority of the
outstanding voting securities (as defined in the Investment Company Act) of the
Fund on 60 days' written notice to SIMNA Ltd., (ii) by Schroders on 60 days'
written notice to SIMNA Ltd. or (iii) by SIMNA Ltd. on 60 days' written notice
to Schroders and the Trust. The Subadvisory Agreement will also terminate
without payment of any penalty in the event of its assignment. The Subadvisory
Agreement may be amended only by written agreement of all parties thereto and
otherwise in accordance with the Investment Company Act.

RECENT INVESTMENT ADVISORY FEES. The following table sets forth the
investment advisory fees paid by each of the Funds during the fiscal years ended
October

485APOS 59th Page of 94 TOC 1st Previous Next ↓Bottom Just 59th
31, 2004, October 31, 2003 and October 31, 2002. The fees listed in the
following table reflect reductions pursuant to expense limitations and/or fee
waivers in effect during such periods. [TO BE PROVIDED BY AMENDMENT.]

FUND INVESTMENT ADVISORY FEES INVESTMENT ADVISORY FEES INVESTMENT ADVISORY FEES
PAID FOR FISCAL YEAR ENDED PAID FOR FISCAL YEAR ENDED PAID FOR FISCAL YEAR ENDED
10/31/04 10/31/03 10/31/02

Schroder U.S. Opportunities $75,132 $210,072
Fund
Schroder International Fund $0 $0
Schroder U.S. Large Cap $0 $72,471
Equity Fund

WAIVED FEES. For the periods shown above, a portion of the advisory
fees payable to Schroders were waived in the following amounts pursuant to
expense limitations and/or fee waivers observed by Schroders for the noted Fund
during such periods.

FUND FEES WAIVED DURING FISCAL FEES WAIVED DURING FISCAL FEES WAIVED DURING FISCAL
YEAR ENDED 10/31/04 YEAR ENDED 10/31/03 YEAR ENDED 10/31/02

Schroder U.S. Opportunities $124,819 $6,743
Fund
Schroder International Fund $115,084 $100,259
Schroder U.S. Large Cap $94,951 $27,823
Equity Fund

Recent Subadvisory Fees. For the fiscal year ended October 31, 2004,
pursuant to the applicable Subadvisory Agreement, Schroder International Fund
paid a subadvisory fee of $[ ] to SIMNA Ltd.

TRUSTEES' APPROVAL OF ADVISORY AGREEMENTS

In determining to approve the most recent annual extension of the
Funds' Advisory Agreements (each an "Advisory Agreement") with Schroders, the
Trustees met over the course of the Trust's most recent year with the relevant
investment advisory personnel and considered information provided by Schroders
relating to the education, experience and number of investment professionals and
other personnel providing services under the Advisory Agreements. For more
information on these personnel of Schroders responsible for the management of
the Funds, see the Section entitled "Management of the Funds" in the Prospectus.
The Trustees also took into account the time and attention devoted by senior
management to the Funds. The Trustees evaluated the level of skill required to
manage the Funds. The Trustees also considered the business reputation of
Schroders and its financial resources.

The Trustees received information concerning the investment processes
applied by Schroders in managing the Funds, as disclosed in the Prospectus. In
this connection, the Trustees considered the research capabilities of Schroders.

485APOS 60th Page of 94 TOC 1st Previous Next ↓Bottom Just 60th
The Trustees considered the scope of the services provided by Schroder
to the Funds under the Advisory Agreements relative to services provided by
other third parties to other mutual funds and the standard of care applicable to
Schroders under the respective agreements.

The Trustees considered the quality of the services provided by
Schroder to the Funds, including various changes in personnel, the level of
skill required to manage the Funds, and the time and attention devoted by senior
management to the Funds. The Trustees evaluated the records of Schroders with
respect to regulatory compliance and compliance with the investment policies of
the Funds. The Trustees also evaluated the procedures of Schroders designed to
fulfill their fiduciary duties to the Funds with respect to possible conflicts
of interest, including the Code of Ethics of Schroders (regulating the personal
trading of its officers and employees), the procedures by which Schroders
allocates trades among its various investment advisory clients and the record of
Schroders in these matters.

During the year, the Trustees also considered information relating to
the investment performance of the Funds relative to their respective performance
benchmark(s) and relative to funds managed similarly by other advisers. The
Trustees reviewed performance over various periods, including one-, five- and
ten-year calendar year periods (as disclosed in the Prospectus), as well as
factors identified by Schroders as contributing to performance. The Trustees
concluded that the scope and quality of the services provided by Schroders, as
well as the investment performance of the Funds, was sufficient, in light of
market conditions, performance attribution, the resources dedicated by Schroders
and their integrity, their personnel and systems, and their respective financial
resources, to merit reapproval of the Advisory Agreements for another year.

In reaching that conclusion, the Trustees also gave substantial
consideration to the fees payable under the Advisory Agreement. The Trustees
reviewed information, including information supplied by other third parties,
concerning fees paid to investment advisers of similarly-managed funds. The
Trustees evaluated the profitability of Schroders with respect to the Funds,
concluding that such profitability was not inconsistent with levels of
profitability that had been determined by courts not to be "excessive."

Based on the foregoing, the Trustees concluded that the fees to be paid
Schroders under the Advisory Agreements were fair and reasonable, given the
scope and quality of the services rendered by Schroder.

As noted above, in February 2004 the Board of Trustees of the Trust
approved the Subadvisory Agreement between Schroders, SIMNA Ltd. and the Trust
on behalf of Schroders International Fund, which went into effect on April 1,
2004. In voting to approve the Subadvisory Agreement, the Trustees considered
that Deborah Chaplin and Sheridan Reilly, key members of the portfolio
management team responsible for the Schroder International Fund, would be
retiring, that SIMNA Ltd. is an affiliate and also subadvises the Schroder North
American Equity Fund and subadvised the Schroder Emerging Markets Fund, which
has since been liquidated. The Trustees also reviewed the qualifications and
expertise of the proposed portfolio management team for the Schroder
International Fund and considered that the terms of the Subadvisory Agreement
were substantially similar to the subadvisory agreement relating to the Schroder
North American Equity Fund and the Schroder Emerging Markets Fund. The Trustees
also considered that the Subadvisory Agreement would not result in any changes
in the advisory fee or other expenses payable by the Fund, and that Schroders
would pay SIMNA Ltd. a monthly fee in an amount equal to twenty-five percent of
all fees actually paid by the Fund to Schroders under the Advisory Agreements.

485APOS 61st Page of 94 TOC 1st Previous Next ↓Bottom Just 61st
ADMINISTRATIVE SERVICES

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

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

Effective November 5, 2001, the Trust entered into a sub-administration
and accounting agreement with SEI Investments Global Fund Services (formerly SEI
Investments Mutual Funds Services) ("SEI"). Under that agreement, as amended,
the Trust, together with all mutual funds managed by Schroders, pays fees to SEI
based on the combined average daily net assets of all the funds in the Schroders
complex, according to the following annual rates: 0.15% on the first $300
million of such assets, and 0.12% on such assets in excess of $300 million,
subject to certain minimum charges. Each Fund pays its pro rata portion of such
expenses. The sub-administration and accounting agreement is terminable by
either party upon six (6) months written notice to the other party. The
sub-administration and accounting agreement is terminable by either party in the
case of a material breach.

RECENT ADMINISTRATIVE FEES. During the three most recent fiscal years,
the Funds paid the following fees to Schroder Fund Advisors Inc. and SEI
pursuant to the administration agreements in place during such periods. The fees
listed in the following table reflect reductions pursuant to fee waivers and
expense limitations in effect during such periods. [TO BE PROVIDED BY
AMENDMENT.]

FUND ADMINISTRATION FEES ADMINISTRATION FEES ADMINISTRATION FEES
PAID FOR FISCAL YEAR PAID FOR FISCAL YEAR PAID FOR FISCAL YEAR
ENDED 10/31/04 ENDED 10/31/03 ENDED 10/31/02

Schroder U.S. Schroder Fund Advisors Schroder Fund Advisors
Opportunities Fund Inc. Inc.
$99,976 $107,942

SEI SEI
$147,939 $62,241

Schroder International Schroder Fund Advisors Schroder Fund Advisors
Fund Inc. Inc.
$12,822 $27,809

SEI SEI
$21,127 $18,048

485APOS 62nd Page of 94 TOC 1st Previous Next ↓Bottom Just 62nd
Schroder U.S. Large Cap Schroder Fund Advisors Schroder Fund Advisors
Equity Fund Inc. Inc.
$0 $0

SEI SEI
$30,259 $19,236

DISTRIBUTOR

Pursuant to a Distribution Agreement with the Trust, Schroder Fund
Advisors Inc. (the "Distributor"), 875 Third Avenue, 22nd Floor, New York, New
York 10022, 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 "Schroders 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 its Advisor
Shares. 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. None of the Funds made payments under the Service Plan
during the past three fiscal years.

BROKERAGE ALLOCATION AND OTHER PRACTICES

ALLOCATION. Schroders may deem the purchase or sale of a security to be
in the best interest of a Fund or Funds as well as other clients of Schroder. In
such cases, Schroders may, but is under no obligation to, aggregate all such
transactions in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, such transactions will be
allocated among the clients in a manner believed by Schroders to be fair and
equitable and consistent with its fiduciary obligations to each client at an
average price and commission. Generally, orders are allocated on a pro rata
basis.

BROKERAGE AND RESEARCH SERVICES. Transactions on U.S. stock exchanges
and other agency transactions involve the payment by the Trust of negotiated
brokerage commissions. Schroders may determine to pay a particular broker
varying 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.

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Schroders 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, Schroders
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 several
broker-dealers that execute portfolio transactions for the clients of such
advisers. Consistent with this practice, Schroders 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 Schroders 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 Schroders and its affiliates
receive such services.

As permitted by Section 28(e) of the Securities Exchange Act of 1934,
as amended (the "Securities Exchange Act"), and by the Advisory Agreements,
Schroders may cause a Fund to pay a broker that provides brokerage and research
services to Schroders 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. Schroders' 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.

SIMNA Ltd., in its capacity as subadviser to Schroder International
Fund, observes substantially the same allocation and brokerage and research
policies and practices as those observed by Schroders described above.

OTHER PRACTICES. Schroders and its affiliates also manage private
investment companies ("hedge funds") that are marketed to, among others,
existing Schroders clients. These hedge funds may invest in the same securities
as those invested in by the Funds. The hedge funds' trading methodologies are
generally different than those of the Funds and usually include short selling
and the aggressive use of leverage. At times, the hedge funds may be selling
short securities held long in a Fund. The following tables show the aggregate
brokerage commissions paid for the three most recent fiscal years with respect
to each Fund that incurred brokerage costs. [TO BE PROVIDED BY AMENDMENT.]

FUND BROKERAGE COMMISSIONS PAID BROKERAGE COMMISSIONS PAID BROKERAGE COMMISSIONS PAID
DURING FISCAL YEAR ENDED DURING FISCAL YEAR ENDED DURING FISCAL YEAR ENDED
10/31/04* 10/31/03* 10/31/02*

Schroder U.S. Opportunities $343,672 $164,416
Fund
Schroder International Fund $9,591 $40,283
Schroder U.S. Large Cap $11,234 $30,520
Equity Fund

o Any materially significant difference between the amount of brokerage
commissions paid by a Fund during the most recent fiscal year and the
amount of brokerage commissions paid by that Fund for either of the
two previous fiscal

485APOS 64th Page of 94 TOC 1st Previous Next ↓Bottom Just 64th
years is due to a significant decrease (or increase) in the size of
the Fund and/or the volatility of the relevant market for the Fund.

The following table shows information regarding Fund transactions
placed with brokers and dealers during the fiscal year ended October 31, 2004
identified as having been executed on the basis of research and other services
provided by the broker or dealer.

------------------------------------- ----------------------------------- -----------------------------------
FUND TOTAL DOLLAR VALUE COMMISSIONS PAID WITH
OF SUCH TRANSACTIONS RESPECT TO SUCH TRANSACTIONS
------------------------------------- ----------------------------------- -----------------------------------

Schroder U.S. Large Cap Equity Fund
------------------------------------- ----------------------------------- -----------------------------------
Schroder U.S. Opportunities Fund
------------------------------------- ----------------------------------- -----------------------------------
Schroder International Fund
------------------------------------- ----------------------------------- -----------------------------------

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.
For purposes of determining net asset value, options and futures contracts
traded on a securities exchange or board of trade may be valued as of a time
that is up to 15 minutes after the close of trading on the New York Stock
Exchange.

The Trustees have established procedures for the valuation of a Fund's
securities, which are summarized below.

Equities listed or traded on a domestic or foreign stock exchange 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 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. In the case of securities traded
primarily on the National Association of Securities Dealers' Automated Quotation
System ("NASDAQ"), the NASDAQ Official Closing Price will, if available, be used
to value such securities as such price is reported by NASDAQ to market data
vendors.

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 debts
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, a form of fair valuation, unless Schroders 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.

485APOS 65th Page of 94 TOC 1st Previous Next ↓Bottom Just 65th
Options and futures contracts traded on a securities exchange or board
of trade shall be valued at the last reported sales price or, in the absence of
a sale, at the closing mid-market price (the average of the last reported bid
and asked prices). Options not traded on a securities exchange or board of trade
for which over-the-counter market quotations are readily available shall be
valued at the most recently reported mid-market price (the average of the most
recently reported bid and asked prices).

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 as of the close of trading on the New York
Stock Exchange.

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 approved by the
Trustees, which determine valuations for normal, institutional-size trading
units of such securities using methods based on market transactions for
comparable securities.

If any securities held by a Fund are restricted as to resale, Schroders
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 Schroders 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 Schroders) 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 values.

The Schroder International Fund uses FT-Interactive Data ("FT") as a
third party fair valuation vendor. FT provides a fair value for foreign
securities held by the Schroder International Fund based on certain factors and
methodologies applied by FT in the event that there is movement in the U.S.
market that exceeds a specific threshold established by the Fair Value Committee
(the "Fair Value Committee"), designated by the Funds' Trustees, in consultation
with the Trustees. Such methodologies generally involve tracking valuation
correlations between the U.S. market and each non-U.S. security. In consultation
with the Trustees, the Fair Value Committee also determines a "confidence
interval" which will be used, when the threshold is exceeded, to determine the
level of correlation between the value of a foreign security and movements in
the U.S. market before a particular security will be fair valued. In the event
that the threshold established by the Fair Value Committee is exceeded on a
specific day, the Schroder International Fund shall value non-U.S. securities in
its portfolio that exceed the applicable confidence interval based upon the fair
values provided by FT.

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

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REDEMPTION OF SHARES

Each Fund imposes a 2.00% redemption fee on shares redeemed (including in
connection with an exchange) two months or less from their date of purchase. The
fee is not a sales charge (load); it is paid directly to the Fund. In the case
of Schroder U.S. Large Cap Equity Fund and Schroder U.S. Opportunities Fund the
fee applies only to shares purchased on or after May 1, 2004.

The redemption fee may be waived, Schroders' sole discretion, for certain
categories of redemptions that do not raise short-term trading concerns. These
categories include but are not limited to the following: shares held in
employer-sponsored retirement accounts (such as 401(k), 403(b), Keogh, profit
sharing, SIMPLE IRA, SEP-IRA and money purchase pension accounts), or shares
redeemed through designated systematic withdrawal plans. The redemption fee does
apply to IRAs, and may also apply to shares in retirement plans held in broker
omnibus accounts.

ARRANGEMENTS PERMITTING FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES

The Funds have no arrangements with any person to permit frequent purchases and
redemptions of the Funds' shares.

TAXES

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

As a RIC qualifying to have its tax liability determined under
Subchapter M, a Fund will not be subject to federal income tax on income paid to
shareholders in the form of dividends or capital gain distributions.

In order to qualify as 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 disposition 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; (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 the U.S. Government or 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; and (c) distribute with respect to each taxable
year at least 90% of the sum of its taxable net investment income, its net
tax-exempt interest income, and the

485APOS 67th Page of 94 TOC 1st Previous Next ↓Bottom Just 67th
excess, if any, of net short-term capital gains over net long-term capital
losses for such year. Each Fund intends to make such distributions.

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.

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 presently 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.

For taxable years beginning on or before December 31, 2008, "qualified
dividend income" received by an individual will be taxed at the rates applicable
to long-term capital gain. In order for some portion of the dividends received
by a Fund shareholder to be qualified dividend income, the Fund must meet
holding period and other requirements with respect to some portion of the
dividend-paying stocks in its portfolio and the shareholder must meet holding
period and other requirements with respect to the Fund's shares. A dividend will
not be treated as qualified dividend income (at either the Fund or shareholder
level) (1) if the dividend is received with respect to any share of stock held
for fewer than 61 days during the 121-day period beginning on the date which is
60 days before the date on which such share becomes ex-dividend with respect to
such dividend (or, on the case of certain preferred stock, 91 days during the
181-day period beginning 90 days before such date), (2) to the extent that the
recipient is under an obligation (whether pursuant to a short sale or otherwise)
to make related payments with respect to positions in substantially similar or
related property, (3) if the recipient elects to have the dividend income
treated as investment interest, or (4) if the dividend is received from a
foreign corporation that is (a) not eligible for the benefits of a comprehensive
income tax treaty with the United States (with the exception of dividends paid
on stock of such a foreign corporation readily tradable on an established
security market in the United States) or (b) treated as a passive foreign
investment company.

In general, distributions of investment income designated by a Fund as
derived from qualified dividend income will be treated as qualified dividend
income by a shareholder taxed as an individual provided the shareholder meets
the holding period and other requirements described above with respect to such
Fund's shares. In any event, if the aggregate qualified dividends received by a
Fund during any taxable year are 95% or more of its gross income, then 100% of
the Fund's dividends (other than property designated capital gain dividends)
will be eligible to be treated as qualified dividend income. For this purpose,
the only gain included in the term "gross income" is the excess of net
short-term capital gain over net long-term capital loss.

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, regardless of how long you have held the shares.

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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 may 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. For taxable years beginning on or
before December 31, 2008, long-term capital gains will generally be taxed at a
rate of 15% with lower rates applying to taxpayers in the 10% and 15% rate
brackets. 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 long-term capital gain distributions received by the shareholder with
respect to such shares. In addition, any loss realized on a taxable disposition
of shares will be disallowed to the extent that you replace the disposed of
shares with shares of the same 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, in "passive foreign investment companies" could
subject the Fund to U.S. federal income tax or other charges on certain
distributions from such companies and on disposition of investments in such
companies; however, the tax effects of such investments may be mitigated by
making an election to mark such investments to market annually or 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).

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

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may be to accelerate income to the Fund, defer losses to the Fund, cause
adjustments in the holding periods of the Fund's securities, convert long-term
capital gain into short-term capital gain, 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 not 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 is generally required to withhold a percentage of certain of
your dividends and other cash distributions 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 at a rate of 28%
through 2010. The backup withholding rate will be 31% for amounts paid
thereafter.

Under Treasury regulations, if a shareholder realizes a loss on
disposition of a Fund's shares of $2 million or more for an individual
shareholder or $10 million or more for a corporate shareholder, the shareholder
must file with the Internal Revenue Service a disclosure statement on Form 8886.
Direct shareholders of portfolio securities are in many cases excepted from this
reporting requirement, but under current guidance, shareholders of a RIC are not
excepted. Future guidance may extend the current exception from this reporting
requirement to shareholders of most or all RICs.

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. The discussion does not address special tax rules applicable to
certain classes of investors, such as, among others, IRAs and other retirement
plans, tax-exempt entities, foreign investors, insurance companies, financial
institutions and investors making in-kind contributions to a Fund. 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

To the knowledge of the Trust, as of [ ], 2005, no person owned
beneficially more than 5% of the outstanding voting securities of any Fund,
except as indicated on Appendix A hereto. The Trust is not aware of any person
that may control a Fund.

To the knowledge of the Trust, as of [ ], 2005, the Trustees of the
Trust and the officers of the Trust, as a group, owned less than 1% of the
outstanding shares of each Fund.

485APOS 70th Page of 94 TOC 1st Previous Next ↓Bottom Just 70th
CUSTODIAN

JP Morgan Chase Bank, 270 Park Avenue, New York, New York ("Chase"), 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. Prior to November 5,
2001, State Street served as custodian to each of the Funds.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Boston Financial Data Services, Inc., Two Heritage Drive, North Quincy,
Massachusetts 02171, is the Trust's registrar, transfer agent, and dividend
disbursing agent.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP, the Trust's independent registered public
accounting firm, provides audit services, and tax return preparation services.
Their address is Two Commerce Square, Suite 1700, 2001 Market Street,
Philadelphia, Pennsylvania 19103.

CODE OF ETHICS

The Trust, Schroders, and Schroder Funds Advisors Inc., the Trust's
distributor, have each adopted a combined Code of Ethics, and SIMNA Ltd. has
adopted a Code of Ethics, pursuant to the requirements of Rule 17j-1 of the
Investment Company Act. Subject to certain restrictions, these Codes of Ethics
permit personnel subject to the Codes to invest in securities, including
securities that may be purchased or held by the Funds. The Codes of Ethics have
been filed as exhibits to the Trust's Registration Statement.

PROXY VOTING POLICIES AND PROCEDURES

The Trust has delegated authority and responsibility to vote any
proxies relating to voting securities held by the Funds to Schroders, which
intends to vote such proxies in accordance with its proxy voting policies and
procedures. A copy of Schroders' proxy voting policies and procedures is
attached as Appendix C to this SAI.

LEGAL COUNSEL

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

SHAREHOLDER LIABILITY

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

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financial loss on account of shareholder liability is limited to circumstances
in which a Fund would be unable to meet its obligations.

FINANCIAL STATEMENTS

[FINANCIAL STATEMENTS TO BE FILED BY AMENDMENT.]

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APPENDIX A

HOLDERS OF OUTSTANDING SHARES

To the knowledge of the Trust, as of October 31, 2004, no person owned of
record, or was known to the Trust to own beneficially, 5% or more of the
outstanding Investor Shares of any Fund, except as set forth below.

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

Record or Beneficial Owner Percentage of Outstanding Investor Shares Owned

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

SCHRODER U.S. OPPORTUNITIES FUND

----------------------------------------------------------------------------------------------------------------------
Charles Schwab & Co. Inc. 32.77%
Special Cust AC for the Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122

----------------------------------------------------------------------------------------------------------------------
JP Morgan Chase 9.27%
Mutual Funds Section
14221 Dallas Parkway
7-2-JIP-138
Dallas, TX 75254-2916
----------------------------------------------------------------------------------------------------------------------
Fidelity Investments Institutional 12.30%
Operations Co. Inc. (FIIC) as Agent for Certain Employee
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1999
----------------------------------------------------------------------------------------------------------------------
National Financial Services Corp. 13.38%
For Exclusive Benefit of Customers
Attn: Mutual Funds Dept., 5th Floor
200 Liberty Street
1 World Financial Center
New York, NY 10281-1003
----------------------------------------------------------------------------------------------------------------------
Vanguard Fiduciary Trust Company 5.76%
PO Box 2600
K14 Attn: Outside Funds
Valley Forge, PA 19482-2600
----------------------------------------------------------------------------------------------------------------------

B-1

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SCHRODER U.S. LARGE CAP EQUITY FUND

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

Security Nominees Inc. 11.90%
1 State Street
New York, NY 10004-1417
----------------------------------------------------------------------------------------------------------------------
Blush & Co 12.94%
PO Box 976
New York, NY 10268-0976
----------------------------------------------------------------------------------------------------------------------

SCHRODER INTERNATIONAL FUND

----------------------------------------------------------------------------------------------------------------------
J. Henry Schroder Bank AG 5.04%
Sub Acc New Star Trust
Central 2
8021 Zurich, Switzerland
----------------------------------------------------------------------------------------------------------------------
Schroder US Holdings, Inc. 78.89%
22 Church Street
Hamilton, Bermuda HM11
----------------------------------------------------------------------------------------------------------------------

B-2

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APPENDIX B

FIXED INCOME AND COMMERCIAL PAPER RATINGS

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

FIXED-INCOME SECURITY RATINGS

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

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

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

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

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

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

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

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

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

B-3

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"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 fixed-income
security rating system. The modifier "1" indicates that the security ranks in
the higher end of its generic rating category; the modifier "2" indicates a
mid-range ranking; and a modifier "3" indicates that the issue ranks in the
lower end of its generic rating category.

COMMERCIAL PAPER RATINGS

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

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

STANDARD & POOR'S RATING 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.

B-4

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

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

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

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

"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.

B-5

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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.

FITCH INVESTORS SERVICE, INC. ("FITCH")

FIXED INCOME SECURITY RATINGS

Investment Grade

AAA: Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA: Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated "AAA". Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated "F-1+".

A: Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB: Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

B-6

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High Yield Grade

BB: Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B: Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC: Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC: Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C: Bonds are in imminent default in payment of interest or principal.

DDD, DD, and D: Bonds are in default of interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. "DDD"
represents the highest potential for recovery on these bonds, and "D" represents
the lowest potential for recovery.

Plus (+) or Minus (-): The ratings from AA to C may be modified by the addition
of a plus or minus sign to indicate the relative position of a credit within the
rating category.

NR: Indicates that Fitch does not rate the specific issue.

Conditional: A conditional rating is premised on the successful completion of a
project or the occurrence of a specific event.

Short-Term Ratings

Fitch's short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and investment
notes.

F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1: Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated
"F-1+".

F-2: Good Credit Quality. Issues assigned this rating have a satisfactory degree
of assurance for timely payment, but the margin of safety is not as great as the
"F-1+" and "F-1 " categories.

B-7

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F-3: Fair Credit Quality. Issues assigned this rating have characteristics
suggesting that the degree of assurance for timely payment is adequate, however,
near-term adverse changes could cause these securities to be rated below
investment grade.

DUFF & PHELPS

FIXED INCOME SECURITIES

Investment Grade

AAA: Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free US Treasury debt.

AA+, AA, and AA-: High credit quality. Protection factors are strong. Risk is
modest but may vary slightly from time to time because of economic conditions.

A+, A, and A-: Protection factors are average but adequate. However, risk
factors are more variable and greater in periods of economic stress.

BBB+, BBB, and BBB-: Below average protection factors but still considered
sufficient for prudent investment. Considerable variability in risk during
economic cycles.

High Yield Grade

BB+, BB, and BB-: Below investment grade but deemed likely to meet obligations
when due. Present or prospective financial protection factors fluctuate
according to industry conditions or company fortunes. Overall quality may move
up or down frequently within this category.

B+, B, and B-: Below investment grade and possessing risk that obligations will
not be met when due. Financial protection factors will fluctuate widely
according to economic cycles, industry conditions and/or company fortunes.
Potential exists for frequent changes in the rating within this category or into
a higher or lower rating grade.

CCC: Well below investment grade securities. Considerable uncertainty exists as
to timely payment of principal interest or preferred dividends. Protection
factors are narrow and risk can be substantial with unfavorable
economic/industry conditions, and/or with unfavorable company developments.

Preferred stocks are rated on the same scale as bonds but the preferred rating
gives weight to its more junior position in the capital structure. Structured
financings are also rated on this scale.

CERTIFICATES OF DEPOSIT RATINGS

Category 1: Top Grade

Duff 1 plus: Highest certainty of timely payment. Short-term liquidity including
internal operating factors and/or ready access to alternative sources of funds,
is outstanding, and safety is just below risk-free US Treasury short-term
obligations.

B-8

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Duff 1: Very high certainty of timely payment. Liquidity factors are excellent
and supported by good Fundamental protection factors. Risk factors are minor.

Duff 1 minus: High certainty of timely payment. Liquidity factors are strong and
supported by good Fundamental protection factors. Risk factors are very small.

Category 2: Good Grade

Duff 2: Good certainty of timely payment. Liquidity factors and company
Fundamentals are sound. Although ongoing Funding needs may enlarge total
financing requirements, access to capital markets is good. Risk factors are
small.

Category 3: Satisfactory Grade

Duff 3: Satisfactory liquidity and other protection factors qualify issue as to
investment grade. Risk factors are larger and subject to more variation.
Nevertheless timely payment is expected.

No ratings are issued for companies whose paper is not deemed to be of
investment grade.

B-9

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APPENDIX C

SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC.
POLICY RELATING TO IDENTIFYING AND ACTING UPON CONFLICTS
OF INTEREST IN CONNECTION WITH ITS PROXY VOTING OBLIGATIONS

This document sets forth Schroder Investment Management Company North America
Inc.'s ("Schroders") policy with respect to proxy voting and its procedures to
comply with Rule 206(4)-6 under the Investment Advisers Act of 1940 and Rule
30b1-4 under the Investment Company Act of 1940. Specifically, Rule 206(4)-6
requires that Schroders:

o Adopt and implement written policies and procedures reasonably
designed to ensure that proxies are voted in the best interest of
clients and

o Disclose its proxy voting policies and procedures to clients and
inform them how they may obtain information about how Schroders voted
proxies.

Rule 30b1-4 requires that the Schroder US Mutual Funds (the "Funds"):

o Disclose their proxy voting policies and procedures in their
registration statements and

o Annually, file with the SEC and make available to shareholders their
actual proxy voting.

(A) PROXY VOTING GENERAL PRINCIPLES

Schroders will evaluate and usually vote for or against all proxy requests
relating to securities held in any account managed by Schroders (unless this
responsibility has been retained by the client).

Proxies will be treated and evaluated with the same attention and investment
skill as the trading of securities in the accounts.

Proxies will be voted in a manner which is deemed most likely to protect and
enhance the longer term value of the security as an asset to the account.

PROXY COMMITTEE

The Proxy Committee consists of investment professionals and other officers and
is responsible for ensuring compliance with this proxy voting policy. The
Committee meets quarterly to review proxies voted, policy guidelines and to
examine any issues raised, including a review of any votes cast in connection
with controversial issues.

The procedure for evaluating proxy requests is as follows:

Schroders' Global Corporate Governance Team (the "Team") is responsible for the
initial evaluation of the proxy request, for seeking advice where necessary,
especially from the US small cap and mid cap product heads, and for consulting
with portfolio managers who have invested in the company should a controversial
issue arise.

When making proxy-voting decisions, Schroders generally adheres to the Global
Corporate Governance Policy (the "Policy"), as revised from time to time. The
Policy, which has been developed by Schroders'

C-1

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Global Corporate Governance Team and approved by the Schroders Proxy Committee,
sets forth Schroders' positions on recurring issues and criteria for addressing
non-recurring issues. The Policy is a part of these procedures and is
incorporated herein by reference. The Proxy Committee exercises oversight to
assure that proxies are voted in accordance with the Policy and that any votes
inconsistent with the Policy or against management are appropriately documented.

Schroders uses Institutional Shareholder Services, Inc. ("ISS") to assist in
voting proxies. ISS provides proxy research, voting and vote-reporting services.
ISS's primary function with respect to Schroders is to apprise the Group of
shareholder meeting dates of all securities holdings, translate proxy materials
received from companies, provide associated research and provide considerations
and recommendations for voting on particular proxy proposals. Although Schroders
may consider ISS's and others' recommendations on proxy issues, Schroders bears
ultimate responsibility for proxy voting decisions.

Schroders may also consider the recommendations and research of other providers,
including the National Association of Pension Funds' Voting Issues Service.

CONFLICTS

From time to time, proxy voting proposals may raise conflicts between the
interests of Schroders's clients and the interests of Schroders and/or its
employees. Schroders is adopting this policy and procedures to ensure that
decisions to vote the proxies are based on the clients' best interests.

For example, conflicts of interest may arise when:

o Proxy votes regarding non-routine matters are solicited by an issuer
that, directly or indirectly, has a client relationship with
Schroders;

o A proponent of a proxy proposal has a client relationship with
Schroders;

o A proponent of a proxy proposal has a business relationship with
Schroders;

o Schroders has business relationships with participants in proxy
contests, corporate directors or director candidates;

The Team is responsible for identifying proxy voting proposals that may present
a material conflict of interest. If Schroders receives a proxy relating to an
issuer that raises a conflict of interest, the Team shall determine whether the
conflict is "material" to any specific proposal included within the proxy. The
Team will determine whether a proposal is material as follows:

o Routine Proxy Proposals: Proxy proposals that are "routine" shall be
presumed not to involve a material conflict of interest unless the
Team has actual knowledge that a routine proposal should be treated as
material. For this purpose, "routine" proposals would typically
include matters such as uncontested election of directors, meeting
formalities, and approval of an annual report/financial statements.

o Non-Routine Proxy Proposals: Proxy proposals that are "non-routine"
will be presumed to involve a material conflict of interest, unless
the Team determines that neither Schroders nor its personnel have a
conflict of interest or the conflict is unrelated to the proposal in
question. For this purpose, "non-routine" proposals would typically
include any contested matter, including a contested election of
directors, a merger or sale of substantial assets, a change in the
articles of

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incorporation that materially affects the rights of shareholders, and
compensation matters for management (e.g., stock, option plans,
retirement plans, profit-sharing or other special remuneration plans).
If the Team determines that there is, or may be perceived to be, a
conflict of interest when voting a proxy, Schroders will address
matters involving such conflicts of interest as follows:

A. If a proposal is addressed by the Policy, Schroders will vote in
accordance with such Policy;

B. If Schroders believes it is in the best interests of clients to
depart from the Policy, Schroders will be subject to the requirements of C or D
below, as applicable;

C. If the proxy proposal is (1) not addressed by the Policy or (2)
requires a case-by-case determination, Schroders may vote such proxy as it
determines to be in the best interest of clients, without taking any action
described in D below, provided that such vote would be against Schorders' own
interest in the matter (i.e., against the perceived or actual conflict). The
rationale of such vote will be memorialized in writing; and

D. If the proxy proposal is (1) not addressed by the Policy or (2)
requires a case-by-case determination, and Schroders believes it should vote in
a way that may also benefit, or be perceived to benefit, its own interest, then
Schroders must take one of the following actions in voting such proxy: (a) vote
in accordance with ISS' recommendation; (b) inform the client(s) of the conflict
of interest and obtain consent to vote the proxy as recommended by Schroders; or
(c) obtain approval of the decision from the Chief Compliance Officer and the
Chief Investment Officer. The rationale of such vote will be memorialized in
writing.

RECORD OF PROXY VOTING

The Team will maintain, or have available, written or electronic copies
of each proxy statement received and of each executed proxy.

The Team will also maintain records relating to each proxy, including (i) the
voting decision with regard to each proxy; and (ii) any documents created by the
Team and/or the Proxy Committee, or others, that were material to making the
voting decision; (iii) any decisions of the Chief Compliance Officer and the
Chief Investment Officer.

Schroders will maintain a record of each written request from a client for proxy
voting information and its written response to any request (oral or written)
from any client for proxy voting information.

Such records will be maintained for six years and may be retained
electronically.

Additional Reports and Disclosures for the Schroder Funds

The Funds must disclose their policies and procedures for voting proxies in
their Statement of Additional Information. In addition to the records required
to be maintained by Schroders, the following information will be made available
to the Funds or their agent to enable the Funds to file Form N-PX under Rule
30b1-4:

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For each matter on which a fund is entitled to vote:

o Name of the issuer of the security;

o Exchange ticker symbol;

o CUSIP number, if available;

o Shareholder meeting date;

o Brief summary of the matter voted upon;

o Source of the proposal, i.e., issuer or shareholder;

o Whether the fund voted on the matter;

o How the fund voted; and

o Whether the fund voted with or against management.

Further, the Funds are required to make available to shareholders the Funds'
actual proxy voting record. If requested, the most recently filed Form N-PX must
be sent within three (3) days of receipt of the request.

July 30, 2003

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PART C: OTHER INFORMATION

ITEM 22. EXHIBITS.

(a) Trust Instrument of Registrant as Amended and Restated as of February 5,
2002 (see Note 7).

(b) Bylaws of Registrant Amended and Restated as of December 9, 2003, October 4,
2004 and December 7, 2004 is filed herewith.

(c) See the following Articles and Sections in the Trust Instrument filed as
Exhibit (a): Article II, Sections 2.03, 2.04, 2.06, 2.08, 2.09, 2.10, 2.11;
Article III, Section 3.08; Article VII; Article IX; and Article X, Section
10.03.

(d) (i) Form of Amended and Restated Investment Advisory Agreement between the
Trust and SIM N.A. dated as of September 15, 1999, with respect to Schroder U.S.
Large Cap Equity Fund (formerly, "Schroder U.S. Diversified Growth Fund") (see
Note 4).

(ii) Form of Amended and Restated Investment Advisory Agreement between the
Trust and SIM N.A. dated as of September 15, 1999, with respect to Schroder U.S.
Opportunities Fund (formerly, "Schroder U.S. Smaller Companies Fund") and
Schroder International Fund (see Note 4).

(iii) Subadvisory Agreement among the Trust, SIM N.A. and SIM N.A. Ltd. with
respect to Schroder International Fund is filed herewith.

(e) Form of Distribution Agreement between the Trust and Schroder Fund Advisors
Inc. dated as of September 15, 1999 (see Note 4).

(f) Not Applicable.

(g) Global Custody Agreement between the Trust and The Chase Manhattan Bank
dated as of November 5, 2001 (see Note 7).

(h) (i) Administration Agreement between the Trust and Schroder Fund Advisors
Inc. dated November 26, 1996 and amended and restated as of June 1, 1998 (see
Note 5).

(ii) Sub-Administration and Accounting Agreement among the Trust, Schroder Fund
Advisors Inc. and SEI Investments Global Fund Services dated as of October 8,
2001 ("SEI Administration Agreement") (see Note 7).

(iv) Transfer Agency and Service Agreement between the Trust and State Street
Bank and Trust Company dated as of May 28, 1999 (see Note 3).

(v) Form of Delegation Amendment to Transfer Agency and Service Agreement
between the Trust and State Street Bank and Trust Company (see Note 8).

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(vi) Expense Limitation Agreement between SIM N.A. and the Trust on behalf of
Schroder International Fund, Schroder U.S. Large Cap Equity Fund and Schroder
U.S. Opportunities Fund is filed herewith.

(i) Opinion of Morris, Nichols, Arsht & Tunnell (see Note 5).

(j) Consent of PricewaterhouseCoopers LLP is filed herewith.

(k) No financial statements were omitted from Item 22.

(l) Not Applicable.

(m) Distribution Plan with respect to Advisor Shares (see Note 1).

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

(o) (i) Power of Attorney for David N. Dinkins, John I. Howell, Peter S. Knight,
Alan M. Mandel, Catherine A. Mazza, William L. Means, Clarence F. Michalis, and
Hermann C. Schwab (see Note 6).

(ii) Power of Attorney for Peter E. Guernsey (see Note 4).

(iii) Power of Attorney for Peter L. Clark (see Note 9).

(iv) Power of Attorney for James D. Vaughn (see Note 9).

(p) (i) Code of Ethics for US Schroder Group is filed herewith.

(ii) Code of Ethics for SIMNA is filed herewith.

Notes:
-----

1. Exhibit incorporated by reference to Post-Effective Amendment No. 63 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on July 18, 1997,
accession number 0001004402-97-000035.

2. Exhibit incorporated by reference to Post-Effective Amendment No. 65 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on January 27, 1998,
accession number 0001004402-98-000053.

3. Exhibit incorporated by reference to Post-Effective Amendment No. 74 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on July 13, 1999,
accession number 0001047469-99-027251.

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4. Exhibit incorporated by reference to Post-Effective Amendment No. 75 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on September 30,
1999, accession number 0001047469-99-037395.

5. Exhibit incorporated by reference to Post-Effective Amendment No. 76 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on February 29,
2000, accession number 0000912057-00-009074.

6. Exhibit incorporated by reference to Post-Effective Amendment No. 77 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on February 28,
2001, accession number 0000912057-01-006923.

7. Exhibit incorporated by reference to Post-Effective Amendment No. 78 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on January 29, 2002,
accession number 0000950136-02-000239.

8. Exhibit incorporated by reference to Post-Effective Amendment No. 81 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on February 27,
2003, accession number 0000950136-03-000457.

9. Exhibit incorporated by reference to Post-Effective Amendment No. 82 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on February 27,
2004, accession number 0000950136-04-000602.

ITEM 23. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

None.

ITEM 24. INDEMNIFICATION.

Section 10.02 of the Registrant's Trust Instrument reads as follows:

"(a) Subject to the exceptions and limitations contained in subsection 10.02(b):

"(i) every person who is, or has been, a Trustee or officer of the Trust
(hereinafter referred to as a "Covered Person") shall be indemnified by the
Trust to the fullest extent permitted by law against liability and against all
expenses reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party or otherwise
by virtue of his being or having been a Trustee or officer and against amounts
paid or incurred by him in the settlement thereof; "(ii) the words "claim,"
"action," "suit," or "proceeding" shall apply to all claims, actions, suits or
proceedings (civil, criminal or other, including appeals), actual or threatened
while in office or thereafter, and the words "liability" and "expenses" shall
include, without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.

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"(b) No indemnification shall be provided hereunder to a Covered Person: "(i)
who shall have been adjudicated by a court or body before which the proceeding
was brought: (A) to be liable to the Trust or its Holders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the Covered Person's office; or (B) not to have acted
in good faith in the reasonable belief that Covered Person's action was in the
best interest of the Trust; or "(ii) in the event of a settlement, unless there
has been a determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the Trustee's or officer's office: (A) by the court
or other body approving the settlement; (B) by at least a majority of those
Trustees who are neither Interested Persons of the Trust nor are parties to the
matter based upon a review of readily available facts (as opposed to a full
trial-type inquiry); or (C) by written opinion of independent legal counsel
based upon a review of readily available facts (as opposed to a full trial-type
inquiry); provided, however, that any Holder may, by appropriate legal
proceedings, challenge any such determination by the Trustees or by independent
counsel.

"(c) The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not be exclusive of
or affect any other rights to which any Covered Person may now or hereafter be
entitled, shall continue as to a person who has ceased to be a Covered Person
and shall inure to the benefit of the heirs, executors and administrators of
such a person. Nothing contained herein shall affect any rights to
indemnification to which Trust personnel, other than Covered Persons, and other
persons may be entitled by contract or otherwise under law.

"(d) Expenses in connection with the preparation and presentation of a defense
to any claim, action, suit or proceeding of the character described in
Subsection 10.02(a) of this Section 10.02 may be paid by the Trust or Series
from time to time prior to final disposition thereof upon receipt of an
undertaking by or on behalf of such Covered Person that such amount will be paid
over by him to the Trust or Series if it is ultimately determined that he is not
entitled to indemnification under this Subsection 10.02; provided, however, that
either (i) such Covered Person shall have provided appropriate security for such
undertaking, (ii) the Trust is insured against losses arising out of any such
advance payments or (iii) either a majority of the Trustees who are neither
Interested Persons of the Trust nor parties to the matter, or independent legal
counsel in a written opinion, shall have determined, based upon a review of
readily available facts (as opposed to a trial-type inquiry or full
investigation), that there is reason to believe that such Covered Person will be
found entitled to indemnification under this Section 10.02."

------------------------------------
Section 3.16 of the Registrant's Bylaws provides:

"The conduct of a Trustee shall be evaluated solely by reference to a
hypothetical reasonable person, without regard to any special expertise,
knowledge or other qualifications of the Trustee. In particular, and without
limiting the generality of the foregoing, neither the determination that a
Trustee is an "audit committee financial expert" nor the knowledge, experience
or other qualifications underlying such a determination shall result in that
Trustee being held to a

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standard of care that is higher than the standard that would be applicable in
the absence of such a determination or such knowledge, experience or
qualification, nor shall such a determination or such knowledge, experience or
other qualification impose any duties, obligations or liabilities that are
greater than would obtain in the absence of such a determination or such
knowledge, experience or qualification. Any determination of whether a Trustee
has complied with any applicable standard of care, including without limitation
any standard of care set out in any constituent document of the Trust, and any
determination of whether a Trustee shall be entitled to indemnification pursuant
to any provision of the Trust Instrument or these Bylaws, shall be made in light
of and based upon the provisions of this paragraph, and any person serving as
Trustee, whether at the date of adoption of this paragraph as a Bylaw or
thereafter, shall be presumed conclusively to have done so in reliance on this
paragraph. No amendment or removal of this paragraph shall be effective in
respect of any period prior to such amendment or removal."

Section 3.17 of the Registrant's Bylaws provides:

"The Trust shall to the fullest extent legally permissible indemnify each person
who is or was a Trustee against all liabilities, costs and expenses reasonably
incurred by such person in connection with or resulting from any action, suit or
proceeding, whether civil, criminal, administrative or investigative, brought by
any governmental or self-regulatory authority, including without limitation any
formal or informal investigation into possible violations of law or regulation
initiated by any governmental body or self-regulatory authority, in which such
person may be or may have been involved as a party or otherwise or with which he
may be or may have been threatened, while in office or thereafter, by reason of
he or she having been a Trustee, or by reason of any action taken or not taken
in such capacity, except to the extent prohibited by the Trust Instrument. Any
person serving as Trustee, whether at the date of adoption of this paragraph as
a Bylaw or thereafter, shall be presumed conclusively to have done so in
reliance on this paragraph. No amendment or removal of this paragraph shall be
effective in respect of any period prior to such amendment or removal or any
proceeding related to any period prior to such amendment or removal."

ITEM 25. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

(a) Schroder Investment Management North America Inc. The directors and officers
of 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 SIM
N.A. or certain of its corporate affiliates, except the following, whose
principal occupations during that period, other than as directors or officers of
SIM N.A. or certain of its corporate affiliates, are as follows: Christopher
Garland, Senior Vice President of SIM N.A., formerly Program/Project Manager at
Pragmatech, prior to that Project Manager at Witness Systems, and prior to that
Managing Member of Care Carolina LLC; Daniel Scholl, Senior Vice President of
SIM N.A. and Portfolio Manager, formerly Director and Portfolio Manager (US
Fixed Income) at Morgan Grenfell/Deutsche Asset Management; Richard Watt,
Executive Vice President, SIM N.A., formerly Managing Director - Head of
Emerging Markets Client Services at Credit Suisse Asset Management; Mark
Hemenetz, Executive Vice President and Director of SIM N.A., formerly Division
Head - Fixed Income Management at the

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Bank of New York; Jenny B. Jones, Executive Vice President of SIM N.A., who was
formerly an Executive Director and Portfolio Manager at Morgan Stanley
Investment Advisors, Inc.; David Baldt, Executive Vice President of SIM N.A.,
who was formerly Managing Director and Chief Investment Officer of U.S. active
fixed income at Deutsche Asset Management; James Foster, Director and Executive
Vice President of SIM, N.A., who was formerly Senior Vice President at Mellon
Institutional Asset Management; Christopher Cook, Senior Vice President of SIM
N.A., who was formerly an SR Institutional Account Executive at Strong Capital
Management; Anthony Williams, Senior Vice President of SIM N.A., who was
formerly Vice President and Institutional Sales Manager at AmSouth Asset
Management, prior to that Relationship Manager at Dresdner RCM Global Investors;
John Eric Nelson, Senior Vice President of SIM N.A., who was formerly a Managing
Director at Merrill Lynch Investment Managers; John Harrington, Senior Vice
President of SIM N.A., who was formerly a Product Manager and Portfolio Manager
at Wellington Management; and Virginie Maisonnueve, Director of SIM N.A., who
was formerly a Director and Co-Chief Investment Officer at Clay Finlay.

The addresses of certain corporate affiliates of SIM N.A. are as follows:
Schroder Investment Management North America Limited, 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, is located at 33
Gutter Lane, London EC2V 8AS United Kingdom. Schroder Investment Management
(Singapore) Limited is located at #47-01 OCBC Centre, Singapore. Schroder
Investment Management (Hong Kong) Limited is located at 8 Connaight Place, Hong
Kong. Schroder Investment Management (Australasia) Limited is located at 225
George Place, Sydney, Australia. PT Schroder Investment Management Indonesia is
located at Lippo Plaza Bldg., 25 Jakarta, 12820. Schroders (C.I.) Limited is
located at St. Peter Port, Guernsey, Channel Islands, GY1 3UF. Schroder
Properties Limited is located at Senator House, 85 Queen Victoria Street, London
EC4V 4EJ, United Kingdom.

(b) Schroder Investment Management North America Limited. The directors and
officers of Schroder Investment Management North America Limited ("SIM N.A.
Ltd.") 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 SIM N.A. Ltd. or certain of its corporate affiliates, except the
following, whose principal occupations during that period, other than as
directors or officers of SIM N.A. Ltd. or certain of its corporate affiliates,
are as follows: Sheridan Reilly, Executive Vice President of SIM N.A. Ltd., who
was formerly at Ivy Management, Inc.

The address of SIM N.A. Ltd. is 31 Gresham St., London EC2V 7QA, United Kingdom.

The addresses of certain corporate affiliates of SIM N.A. Ltd. are as follows:
Schroder Investment Management North America Inc. and Schroder Fund Advisors
Inc. are located at 875 Third Avenue, 22nd Floor, New York, NY 10022. Schroder
Ltd. and Schroders plc. are located at 31 Gresham St., London EC2V 7QA, United
Kingdom.

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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, is located at 33
Gutter Lane, London EC2V 8AS United Kingdom. Schroder Investment Management
(Singapore) Limited is located at #47-01 OCBC Centre, Singapore. Schroder
Investment Management (Hong Kong) Limited is located at 8 Connaight Place, Hong
Kong. Schroder Investment Management (Australasia) Limited is located at 225
George Place, Sydney, Australia. PT Schroder Investment Management Indonesia is
located at Lippo Plaza Bldg., 25 Jakarta, 12820. Schroders (C.I.) Limited is
located at St. Peter Port, Guernsey, Channel Islands, GY1 3UF. Schroder
Properties Limited is located at Senator House, 85 Queen Victoria Street, London
EC4V 4EJ, United Kingdom.

ITEM 26. PRINCIPAL UNDERWRITERS.

(a) Schroder Fund Advisors Inc., the Registrant's principal underwriter, also
serves as principal underwriter for Schroder Series Trust and Schroder Global
Series Trust.

(b) Following is information with respect to each officer and director of
Schroder Fund Advisors Inc., the Distributor of the Trust's shares:

------------------------------------- ----------------------------------- -----------------------------------
Name and Principal Position and Office with Position and Office with the Trust
Business Address* Underwriter
------------------------------------- ----------------------------------- -----------------------------------

Catherine A. Mazza Director None

------------------------------------- ----------------------------------- -----------------------------------
Mark A. Hemenetz Director and Chairman President and Principal Executive
Officer
------------------------------------- ----------------------------------- -----------------------------------
Barbara Brooke Manning Director, Senior Vice President Chief Compliance Officer
and Chief Compliance Officer

------------------------------------- ----------------------------------- -----------------------------------
James Foster Director and President None

------------------------------------- ----------------------------------- -----------------------------------
Alan M. Mandel Director, Treasurer, Chief Treasurer, Principal Financial
Operating Officer and Accounting Officer

------------------------------------- ----------------------------------- -----------------------------------
Mark J. Smith Director and Senior Vice None
President

------------------------------------- ----------------------------------- -----------------------------------
Carin F. Muhlbaum Director, Senior Vice President, Vice President and Clerk
Secretary and General Counsel

------------------------------------- ----------------------------------- -----------------------------------
Brendan Dunphy Assistant Vice President None

------------------------------------- ----------------------------------- -----------------------------------
Evett Lawrence Associate None

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

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*The principal business address of each individual listed above is 875 Third
Avenue, 22nd Floor, New York, New York 10022, except for Mark J. Smith, whose
business address is 31 Gresham St., London EC2V 7QA, United Kingdom.

ITEM 27. LOCATION OF ACCOUNTS AND RECORDS

The accounts, books and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the Rules thereunder are
maintained at the offices of SIM N.A. (investment management records) and
Schroder Fund Advisors Inc. (administrator and distributor records), 875 Third
Avenue, New York, New York 10022, except that certain items are maintained at
J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017, at Boston
Financial Data Services, Inc., Two Heritage Drive, N. Quincy, Massachusetts
02171, and at SEI Investments Global Fund Services, One Freedom Valley Drive,
Oaks, Pennsylvania 19456.

ITEM 28. MANAGEMENT SERVICES.

None.

ITEM 29. UNDERTAKINGS.

Registrant undertakes to furnish upon request and without charge to each person
to whom a prospectus is delivered a copy of Registrant's latest annual report to
shareholders relating to the fund to which the prospectus relates.

NOTICE

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 the obligations of the Registrant arising out of this instrument are not
binding upon any of the trustees, officers, or shareholders of the Registrant
individually but are binding only upon the assets and property of the
Registrant.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized, in the
City of New York and the State of New York, on this 22nd day of December, 2004.

SCHRODER CAPITAL FUNDS (DELAWARE)

By: /s/ Mark A. Hemenetz
-----------------------------
Name: Mark A. Hemenetz
Title: President and Principal Executive Officer

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 22nd, 2004.

Principal Executive Officer

By: /s/ Mark A. Hemenetz
-----------------------------
Name: Mark A. Hemenetz
Title: President and Principal Executive Officer

Principal Financial and Accounting Officer

By: /s/ Alan M. Mandel
-----------------------------
Name: Alan M. Mandel
Title: Treasurer, Principal Financial and Accounting Officer

*Peter L. Clark, Trustee
*David N. Dinkins, Trustee
*Peter E. Guernsey, Trustee
*John I. Howell, Trustee
*Peter S. Knight, Trustee
*William L. Means, Trustee
*Clarence F. Michalis, Trustee
*Hermann C. Schwab, Trustee
*James D. Vaughn, Trustee

By: /s/ Alan M. Mandel
-----------------------------
Alan M. Mandel Attorney-in-Fact*

*Pursuant to powers of attorney previously filed as exhibits to this
Registration Statement.

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Exhibit Index

(b) Bylaws of Registrant

(d)(iii) Investment Subadvisory Agreement

(h)(vi) Expense Limitation Agreement

(j) Consent of PricewaterhouseCoopers LLP

(p)(i) Code of Ethics of US Schroder Group

(ii) Code of Ethics of SIMNA

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘485APOS’ Filing	Date	First	Last	Other Filings

	12/31/08	22	68
	1/1/08	23
	12/31/07	23		NSAR-B
	11/1/05	23
	10/31/05	10	16	24F-2NT, N-CSR, NSAR-B
	3/1/05	2	27	485BPOS
	12/31/04	6	55
Filed on:	12/22/04	2
	12/7/04	85
	10/31/04	16	72	24F-2NT, N-CSR, NSAR-B
	10/22/04	23
	10/4/04	85
	6/30/04	15		N-PX
	5/1/04	9	66
	4/1/04	58	60
	2/27/04	87		485BPOS
	12/9/03	85
	10/31/03	59		24F-2NT, N-CSR, NSAR-B
	7/30/03	84
	2/28/03	87		485BPOS, 497
	2/27/03	87
	1/1/03	9
	10/31/02	59		24F-2NT, N-30D, NSAR-B
	2/5/02	85
	1/29/02	87		485BPOS
	11/5/01	61	85
	10/8/01	85
	2/28/01	87		485BPOS
	6/23/00	62
	2/29/00	87		485BPOS
	9/30/99	87		485BPOS
	9/15/99	85
	7/13/99	86		485BPOS
	5/28/99	85
	6/1/98	85
	1/27/98	86		24F-2NT, 485APOS
	7/18/97	86		485APOS
	11/26/96	85
	1/9/96	29		485BPOS, N-30D, N-8A
				List all Filings

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Filing Submission 0000950136-04-004511 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Schroder Capital Funds (Delaware), et al. – ‘485APOS’ on 12/22/04

On: Wednesday, 12/22/04, at 5:21pm ET · Accession #: 950136-4-4511 · File #s: 2-34215, 811-01911

Previous ‘485APOS’: ‘485APOS’ on 5/21/02 · Next: ‘485APOS’ on 3/9/06 · Latest: ‘485APOS’ on 7/8/15

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Dates Referenced Herein and Documents Incorporated by Reference

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485APOS — Post-Effective Amendment
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