SCHRODER SERIES TRUST (Form: 485BPOS, Received: 01/29/2002 08:07:44)

As filed with the Securities and Exchange Commision on January 28, 2002

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

POST-EFFECTIVE AMENDMENT No. 15 [X]

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

Amendment No. 17 [X]

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

Carin F. Muhlbaum, Esq.
Schroder Investment Management North America Inc.
787 Seventh Avenue, 34th Floor
New York, New York 10019

Copies to:

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

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

[X]  Immediately upon filing pursuant   [_]  On (date) pursuant to paragraph
     to paragraph (b)                        (b)
[_]  60 days after filing pursuant      [_]  On (date) 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.

[LOGO]SCHRODERS

PROSPECTUS
JANUARY 28, 2002

SCHRODER MUTUAL FUNDS
Investor Shares

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

SCHRODER EMERGING MARKETS FUND seeks long-term capital appreciation through investment principally in equity securities of companies in emerging market countries in regions such as Asia, Latin America, Eastern Europe, the Middle East, and Africa.

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

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

SCHRODER MIDCAP VALUE FUND seeks long-term capital appreciation. The Fund invests principally in equity securities of mid-cap companies (companies with market capitalizations of between $1 and $10 billion).

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

SCHRODER ULTRA FUND seeks long-term capital appreciation. The Fund typically invests in a diversified portfolio of common stocks Schroder believes offer the potential for capital appreciation. The Fund may invest in securities issued by companies in any industry sector or of any size, although Schroder currently expects that a substantial portion of the Fund's assets will be invested in securities of companies with market capitalizations of $500 million or less. (Shares of Schroder Ultra Fund are not currently being offered to the public generally, and may be purchased only by existing shareholders and by employees of Schroder Investment Management North America Inc. and its affiliates.)

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. SMALLER COMPANIES 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.

TABLE OF CONTENTS

                                                          PAGE
                                                          -----
SUMMARY INFORMATION .....................................    3
  Schroder Emerging Markets Fund ........................    3
  Schroder International Fund ...........................    5
  Schroder International Smaller Companies Fund .........    7
  Schroder MidCap Value Fund ............................    8
  Schroder Small Capitalization Value Fund ..............   10
  Schroder Ultra Fund ...................................   11
  Schroder U.S. Large Cap Equity Fund ...................   13
  Schroder U.S. Smaller Companies Fund ..................   14
FEES AND EXPENSES .......................................   15
OTHER INVESTMENT STRATEGIES AND RISKS ...................   17
MANAGEMENT OF THE FUNDS .................................   23
HOW THE FUNDS' SHARES ARE PRICED ........................   24
HOW TO BUY SHARES .......................................   25
HOW TO SELL SHARES ......................................   27
EXCHANGES ...............................................   28
DIVIDENDS AND DISTRIBUTIONS .............................   29
TAXES ...................................................   29
FINANCIAL HIGHLIGHTS ....................................   30
ACCOUNT APPLICATION .....................................  A-1
PRIVACY STATEMENT .......................................  B-1

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

The summary for each Fund includes a bar chart that shows how the investment returns of that Fund's Investor Shares have varied from year to year by setting forth returns for each of its last ten full calendar years of operation (or for such 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 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 EMERGING MARKETS FUND

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

o PRINCIPAL INVESTMENT STRATEGIES. The Fund normally invests at least 80% of its net assets in equity securities of companies determined by Schroder to be "emerging market" issuers. The Fund may invest the remainder of its assets in securities of issuers located anywhere in the world. The Fund invests in a variety of equity securities, including common and preferred stocks, securities convertible into common and preferred stocks, and warrants to purchase common and preferred stocks.

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

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

The Fund also may do the following:

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

o Invest up to 20% of its assets in debt securities, including lower quality, high yielding debt securities (sometimes referred to as "high yield" or "junk" bonds), which entail certain risks.

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

o PRINCIPAL RISKS.

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.

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

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

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

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

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

SCHRODER EMERGING MARKETS FUND -- INVESTOR SHARES

[BAR CHART]

Annual Return

-16.53% 79.87% -33.91% -6.52%

1998 1999 2000 2001

Calendar Year End

During the periods shown above, the highest quarterly return was 29.54% for the quarter ended June 30, 1999, and the lowest was -24.95% for the quarter ended September 30, 2001.

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AVERAGE ANNUAL TOTAL RETURNS                                             ONE          LIFE OF FUND
(FOR PERIODS ENDED DECEMBER 31, 2001)                                    YEAR       (SINCE 10/31/97)
------------------------------------------------------------------------------------------------------
 Schroder Emerging Markets Fund                                         -6.52%           -1.67%
------------------------------------------------------------------------------------------------------
 Morgan Stanley Capital International Emerging Markets Free Index*      -2.37%           -3.65%
------------------------------------------------------------------------------------------------------

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

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 invest in securities of companies domiciled in at least three countries other than the United States. The Fund invests in a variety of equity securities, including common and preferred stocks, securities convertible into common and preferred stocks, and warrants to purchase common and preferred stocks.

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

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

The Fund also may do the following:

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 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 CHART]

Annual Return

-4.01% 45.72% -0.27% 11.57% 9.93% 3.34% 13.52% 30.99% -2.29% -25.81%

1992 1993 1994 1995 1996 1997 1998 1999 2000 2001

Calendar Year End

During the periods shown above, the highest quarterly return was 21.57% for the quarter ended December 31, 1999, and the lowest was -16.72% for the quarter ended March 31, 2001.

-------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS                            ONE          FIVE          TEN
(FOR PERIODS ENDED DECEMBER 31, 2001)                   YEAR         YEARS        YEARS
-------------------------------------------------------------------------------------------
 Schroder International Fund                           -25.81%       2.18%        6.66%
-------------------------------------------------------------------------------------------
 Morgan Stanley Capital International EAFE Index*      -21.32%       0.99%        5.29%
-------------------------------------------------------------------------------------------

* 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.

SCHRODER INTERNATIONAL SMALLER COMPANIES 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 smaller companies. (with market capitalizations of $2.2 billion or less measured at the time of investment) domiciled outside the United States. The Fund invests in a variety of equity securities, including common and preferred stocks, securities convertible into common and preferred stocks, and warrants to purchase common and preferred stocks.

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

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

The Fund also may do the following:

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

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

o PRINCIPAL RISKS.

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

SCHRODER INTERNATIONAL SMALLER COMPANIES FUND -- INVESTOR SHARES

[BAR CHART]

Annual Return

-14.13%      25.98%        90.29%        -2.68%     -22.52%

 1997         1998           1999        2000         2001

                        Calendar Year End

During the periods shown above, the highest quarterly return was 26.32% for the quarter ended December 31, 1999, and the lowest was -20.31% for the quarter ended September 30, 2001.

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AVERAGE ANNUAL TOTAL RETURNS                              ONE           FIVE        LIFE OF FUND
(FOR PERIODS ENDED DECEMBER 31, 2001)                     YEAR          YEARS      (SINCE 11/4/96)
----------------------------------------------------------------------------------------------------
 Schroder International Smaller Companies Fund           -22.52%         9.19%          8.73%
----------------------------------------------------------------------------------------------------
 Salomon Smith Barney Extended Market Index (EPAC)*      -16.38%        -1.31%         -1.41%
----------------------------------------------------------------------------------------------------

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

SCHRODER MIDCAP VALUE FUND

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

o PRINCIPAL INVESTMENT STRATEGIES. The Fund normally invests at least 80% of its net assets in equity securities of mid-cap companies, as defined by Schroder. For these purposes, Schroder currently considers mid-cap companies to be those with market capitalizations of between $1 billion and $10 billion measured at the time of investment. The Fund invests in a variety of equity securities, including common and preferred stocks, and warrants to purchase common and preferred stocks.

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

o PRINCIPAL RISKS.

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

market interest in their securities as compared to larger companies, and it may take longer for the prices of the securities to reflect the full value of their issuers' earnings potential or assets.

o Value Securities. A principal strategy of the Fund is to invest in securities of companies Schroder believes to be undervalued. These companies may have experienced adverse business developments or may be subject to special risks that have caused their securities to be out of favor. If Schroder's assessment of a company's prospects proves wrong or is not recognized by the market, the price of its securities may decline or may not approach the value that Schroder anticipates.

SCHRODER MIDCAP VALUE FUND -- INVESTOR SHARES

[BAR CHART]

Annual Return

2.19% 8.26% 18.22% -0.47%

1998 1999 2000 2001

Calendar Year End

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

-------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS                ONE         LIFE OF FUND
(FOR PERIODS ENDED DECEMBER 31, 2001)       YEAR       (SINCE 8/1/97)
-------------------------------------------------------------------------
Schroder MidCap Value Fund                 -0.47%          7.80%
-------------------------------------------------------------------------
Standard & Poor's Midcap 400 Index*        -0.60%         12.76%
-------------------------------------------------------------------------
Russell Midcap Value Index**                2.33%          7.98%
-------------------------------------------------------------------------

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

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

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

SCHRODER SMALL CAPITALIZATION VALUE FUND

o INVESTMENT OBJECTIVE. To seek capital appreciation.

o PRINCIPAL INVESTMENT STRATEGIES. The Fund normally invests at least 80% of its net assets in equity securities of companies with small market capitalizations, as defined by Schroder. For these purposes, Schroder currently considers small capitalization companies to be those with market capitalizations of less than $2.2 billion measured at the time of investment. The Fund invests in a variety of equity securities, including common and preferred stocks, and warrants to purchase common and preferred stocks.

o PRINCIPAL RISKS.

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

SCHRODER SMALL CAPITALIZATION VALUE FUND -- INVESTOR SHARES

[BAR CHART]

Annual Return

23.39% 23.91% 32.13% -6.19% 4.81% 32.90% 0.29%

1995 1996 1997 1998 1999 2000 2001

Calendar Year End

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

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AVERAGE ANNUAL TOTAL RETURNS                   ONE          FIVE        LIFE OF FUND
(FOR PERIODS ENDED DECEMBER 31, 2001)          YEAR         YEARS      (SINCE 2/16/94)
-----------------------------------------------------------------------------------------
Schroder Small Capitalization Value Fund      0.29%       11.61%          12.42%
-----------------------------------------------------------------------------------------
Russell 2000 Index*                           2.49%        7.52%           9.56%
-----------------------------------------------------------------------------------------
Russell 2000 Value Index*                    14.02%       11.21%          12.19%
-----------------------------------------------------------------------------------------

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

The Russell 2000 Index measures the performance of the 2000 smallest companies in the Russell 3000 Index.

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

SCHRODER ULTRA FUND

Shares of Schroder Ultra Fund are not currently being offered to the public generally, and may be purchased only by existing shareholders and by employees of Schroder and its affiliates.

o INVESTMENT OBJECTIVE. Long-term capital appreciation.

o PRINCIPAL INVESTMENT STRATEGIES. The Fund typically invests in a diversified portfolio of common stocks that Schroder believes offers the potential for capital appreciation. The Fund pursues an aggressive trading strategy by investing in securities issued by companies in any industry sector or of any size. Schroder currently expects that a substantial portion of the Fund's assets will normally be invested in securities of companies with market capitalizations of $500 million or less (sometimes referred to as "micro cap" companies).

Schroder 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. The Fund may invest in securities of small, unseasoned companies, as well as securities of more established companies.

The Fund may buy put options on securities or sell securities short if Schroder believes that those securities are likely to decline in value. The Fund may also buy call or put options or buy or sell futures contracts on market indexes if Schroder expects a general increase or decrease in the values of securities within a market sector or of securities generally.

The Fund has an active trading strategy which may lead to high levels of portfolio turnover and correspondingly higher Fund expenses and tax liability for shareholders.

The Fund may, at times, hold a substantial portion of its assets in cash, either pending investment or if Schroder believes that market conditions warrant.

The Fund also may do the following:

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

o Invest in closed-end investment companies and in exchange-traded mutual funds.

o PRINCIPAL RISKS.

o Small Companies. The Fund typically invests a substantial portion of its assets in micro cap companies, and is therefore particulary sensitive to the risks associated with small companies. Small companies tend to be more vulnerable to adverse developments than larger companies. Small companies may have limited product lines, markets, or financial resources, or may depend on a limited management group. Their securities may trade less frequently and in limited volumes.

As a result, the prices of these securities may fluctuate more than the prices of securities of larger, more widely traded companies. Also, there may be less publicly available information about small companies or less market interest in their securities as compared to larger companies, and it may take longer for the prices of the securities to reflect the full value of their issuers' earning potential or assets.

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 Schroder, 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. During certain of the periods covered in the bar chart and table below, the Fund invested in a significant number of IPOs.

o Derivatives/Short Sales. The Fund is subject to the risks associated with investments in derivative instruments and short sales, including the risk that a derivative instrument or short sale may not work as intended due to unanticipated developments in market conditions or other causes, or that the other party to the transaction will be unable to meet its obligations or that the Fund will be unable to close out the position at a particular time or at an acceptable price. It is also possible that the Fund will incur a loss in connection with a derivative or short-sale transaction because the price of the derivative or the security or index on which it is based does not move in the direction, or in the amounts, anticipated by Schroder.

SCHRODER ULTRA FUND -- INVESTOR SHARES+

[BAR CHART]

Annual Return

63.04% 94.92% 148.29% 73.46%

1998 1999 2000 2001

Calendar Year End

During the periods shown above, the highest quarterly return was 41.63% for the quarter ended March 31, 2000, and the lowest was -2.85% for the quarter ended September 30, 1998.

--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS                   ONE          LIFE OF FUND
(FOR PERIODS ENDED DECEMBER 31, 2001)         YEAR        (SINCE 10/15/97)
--------------------------------------------------------------------------------
 Schroder Ultra Fund                         73.46%            89.53%
--------------------------------------------------------------------------------
 Russell 2000 Index*                          2.49%             2.60%
--------------------------------------------------------------------------------

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

+ Effective March 1, 2001, the Fund changed its name and certain investment limits under its principal investment strategies. Although the portfolio manager is currently managing the Fund in a manner substantially similar to the way the Fund was managed in prior periods, the performance results shown in the bar chart and table above would not necessarily have been achieved under the Fund's current policies.

SCHRODER U.S. LARGE CAP EQUITY FUND

o INVESTMENT OBJECTIVE. To seek growth of capital.

o PRINCIPAL INVESTMENT STRATEGIES. The Fund normally invests substantially all of its assets in equity securities of large capitalization companies in the United States. Currently, Schroder considers large capitalization companies to be companies with market capitalizations of more than $5 billion measured at the time of investment. 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 Schroder believes offer the potential for capital growth. For example, the Fund may invest in companies whose earnings are believed to be in a relatively strong growth trend, companies with a proprietary advantage, or companies that are in industry segments that are experiencing rapid growth. The Fund also may invest in companies in which significant further growth is not anticipated but whose market value per share is thought to be undervalued. The Fund may invest in relatively less well-known companies that meet any of these characteristics or other characteristics identified by Schroder.

o PRINCIPAL RISKS.

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

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

[BAR CHART]

15.23% 12.50% -5.18% 28.03% 21.48% 23.33% 21.48% 30.91% -5.84% -16.45%

1992 1993 1994 1995 1996 1997 1998 1999 2000 2001

Calendar Year End

During the periods shown above, the highest quarterly return was 26.48% for the quarter ended December 31, 1998, and the lowest was -15.95% for the quarter ended September 30, 2001.

-----------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS               ONE           FIVE          TEN
(FOR PERIODS ENDED DECEMBER 31, 2001)      YEAR          YEARS        YEARS
-----------------------------------------------------------------------------
Schroder U.S. Large Cap Equity Fund      -16.45%        9.14%        11.47%
-----------------------------------------------------------------------------
Standard & Poor's 500 Index*             -11.88%       10.70%        12.93%
-----------------------------------------------------------------------------

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

SCHRODER U.S. SMALLER COMPANIES FUND

o INVESTMENT OBJECTIVE. To seek capital appreciation.

o PRINCIPAL INVESTMENT STRATEGIES. The Fund normally invests at least 65% of its total assets in equity securities of companies in the United States that have market capitalizations of $2.2 billion or less measured at the time of investment. The Fund also may invest in equity securities of larger companies and in debt securities, if Schroder believes such investments are consistent with the Fund's investment objective.

o PRINCIPAL RISKS.

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

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

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

[BAR CHART]

Annual Return

4.45% 49.08% 22.29% 26.86% -9.23% 31.22% 13.10% 11.56%

1994 1995 1996 1997 1998 1999 2000 2001

Calendar Year End

During the periods shown above, the highest quarterly return was 18.60% for the quarter ended June 30, 1997, and the lowest was -23.27% for the quarter ended September 30, 1998.

------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS               ONE           FIVE        LIFE OF FUND
(FOR PERIODS ENDED DECEMBER 31, 2001)      YEAR          YEARS      (SINCE 8/6/93)
------------------------------------------------------------------------------------
Schroder U.S. Smaller Companies Fund       11.56%       13.78%          18.18%
------------------------------------------------------------------------------------
Russell 2000 Index*                         2.49%        7.52%          10.45%
------------------------------------------------------------------------------------

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

FEES AND EXPENSES

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

SHAREHOLDER FEES (paid directly from your investment):

Maximum Sales Load Imposed on Purchases ....................    None
Maximum Deferred Sales Load ................................    None
Maximum Sales Load Imposed on Reinvested Dividends .........    None
Redemption Fee:
   Schroder International Fund .............................    2.00%(1)
   All Other Funds .........................................    None
Exchange Fee ...............................................    None

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

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

                                                         SCHRODER
                        SCHRODER                      INTERNATIONAL
                        EMERGING         SCHRODER        SMALLER
                         MARKETS      INTERNATIONAL     COMPANIES
                          FUND             FUND            FUND
                    ---------------- --------------- ---------------
Management
 Fees(1) ..........         1.25%           0.73%           1.10%
Distribution
 (12b-1) Fees .....        None             None            None
Other
 Expenses(1) ......         1.13            0.68            1.09
                        --------         -------         -------
Total Annual
 Fund
 Operating
 Expenses .........         2.38            1.41            2.19
Fee Waiver and/
 or Expense
 Limitation .......        (0.68)(2)       (0.16)(2)       (0.69)(2)
                        --------         -------         -------
Net Expenses ......         1.70(2)         1.25(2)         1.50(2)

                                         SCHRODER                  SCHRODER
                        SCHRODER           SMALL                  U.S. LARGE     SHRODER
                         MIDCAP       CAPITALIZATION   SCHRODER       CAP      U.S. SMALLER
                          VALUE            VALUE         ULTRA      EQUITY      COMPANIES
                          FUND             FUND          FUND        FUND          FUND
                    ---------------- ---------------- ---------- ------------ -------------
Management
 Fees(1) ..........         0.90%            0.95%         1.50%       0.75%        0.75%
Distribution
 (12b-1) Fees .....         None             None          None        None         None
Other
 Expenses(1) ......         2.53             0.71          0.53        1.01         1.08
                        --------          -------         -----       -----        -----
Total Annual
 Fund
 Operating
 Expenses .........         3.43             1.66          2.03        1.76         1.83
Fee Waiver and/
 or Expense
 Limitation .......        (2.08)(2)          N/A           N/A         N/A          N/A
                        --------          -------         -----       -----        -----
Net Expenses ......         1.35(2)          1.66          2.03        1.76         1.83

(1) Management Fee for each Fund include all fees payable to Schroder and its affiliates for investment advisory and fund administration services. The Funds also pay administrative or sub-administrative fees directly to SEI Investments Mutual Funds Services, and those fees are included under "Other Expenses".

(2) The Net Expenses shown for the noted Funds reflect the effect of contractually imposed expense limitations and/or fee waivers, in effect through October 31, 2002, on the Total Annual Fund Operating Expenses of the Funds.

EXAMPLE

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

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

                                                    1 YEAR     3 YEARS     5 YEARS     10 YEARS
                                                   --------   ---------   ---------   ---------
Schroder Emerging Markets Fund*                      $174        $685      $1,221      $2,688
Schroder International Fund*                         $128        $433      $  760      $1,686
Schroder International Smaller Companies Fund*       $154        $625      $1,122      $2,490
Schroder MidCap Value Fund*                          $138        $872      $1,628      $3,619
Schroder Small Capitalization Value Fund             $170        $527      $  909      $1,978
Schroder Ultra Fund                                  $208        $643      $1,103      $2,376
Schroder U.S. Large Cap Equity Fund                  $180        $559      $  962      $2,087
Schroder U.S. Smaller Companies Fund                 $188        $581      $  998      $2,163

* Assuming for all periods that the operating expenses of the following 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 Emerging Markets Fund -- $174, $540, $930, and $2,021. Schroder International Fund -- $128, $399, $690, and $1,518. Schroder International Smaller Companies Fund -- $154, $477, $824, and $1,801.
Schroder MidCap Value Fund -- $138, $430, $744, and $1,632.

OTHER INVESTMENT STRATEGIES AND RISKS

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

RISKS OF INVESTING IN THE FUNDS

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, Schroder Emerging Markets, and Schroder International Smaller Companies Funds invest substantial portions of their 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 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.

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

Emerging Market Securities. Schroder Emerging Markets Fund will invest principally in "emerging markets" securities, and Schroder International and Schroder International Smaller Companies Funds may invest in these securities.

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

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

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

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 Schroder 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, with the exception of Schroder Small Capitalization Value Fund and Schroder MidCap Value Fund, may invest in securities rated below investment grade, which are lower-quality, high-yielding debt securities rated below Baa or BBB by Moody's Investors Service, Inc. or Standard & Poor's Rating Services (or, if they are unrated, determined by Schroder to be of comparable quality). See the Statements of Additional Information for the Funds for further descriptions of securities ratings assigned by Moody's and Standard and Poor's. Lower-rated securities lack outstanding investment characteristics and have speculative characteristics and are subject to greater credit and market risks than higher-rated securities. The lower ratings of such securities reflect a greater possibility that adverse changes in the financial condition of the issuer or in general economic conditions, or an unanticipated rise in interest rates, may impair the ability of the issuer to make payments of interest and principal. This would likely make the values of lower-rated securities held by a Fund more volatile than those of higher-rated securities, and could limit a Fund's ability to liquidate its securities.

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. All of the Funds, with the exception of Schroder U.S. Large Cap Equity Fund, may sell securities short. Schroder Emerging Markets Fund may only engage in short sales if that Fund owns, or has the right to obtain, securities equivalent in kind and amount to any securities sold short (short sales "against the box"). A Fund may sell a security short and borrow the same security from a broker or other institution to complete the sale when Schroder anticipates that the price of the security will decline. 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. Securities issued or guaranteed by agencies or instrumentalities of the U.S. Government may or may not be supported by the full faith and credit of the United States or by the right of the issuer to borrow from the U.S. Treasury.

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

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.

OTHER INVESTMENT STRATEGIES AND TECHNIQUES

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

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 Schroder believes correlates to the value of the first currency.

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

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

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.

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 Schroder or its affiliates or by unaffiliated parties, to the extent permitted by applicable law. When investing in another investment company, a Fund may pay a premium above such investment company's net asset value per share. As a shareholder in an investment company, a Fund would bear its ratable share of the investment company's expenses, including advisory and administrative fees, and would at the same time continue to pay its own fees and expenses.

o Changes In Investment Objectives and Policies. The investment objective of each of Schroder International Fund, Schroder Emerging Markets Fund, Schroder International Smaller Companies

Fund, Schroder U.S. Large Cap Equity Fund, Schroder U.S. Smaller Companies Fund, and Schroder Ultra Fund may not be changed without shareholder approval. The investment policies of each of those Funds may, unless otherwise specifically stated, be changed by the Trustees of Schroder Capital Funds (Delaware) without a vote of the shareholders. The investment objectives and policies of Schroder Small Capitalization Value Fund and Schroder MidCap Value Fund may, unless otherwise specifically stated, be changed by the Trustees of Schroder Series Trust without a vote of the shareholders.

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. Such sales may increase the amount of capital gains (and, in particular, short-term gains) realized by the Funds, on which shareholders may pay tax. Several of the Funds have experienced relatively high portfolio turnover rates. In particular, Schroder Ultra Fund utilizes particularly active trading strategies and will likely have relatively high portfolio turnover rates (during the fiscal years ended October 31, 2000 and October 31, 2001, the Fund had portfolio turnover rates of 725% and 619%. respectively). Schroder expects to continue to use active strategies for Schroder Ultra Fund 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, Schroder may judge that conditions in the securities markets make pursuing a Fund's basic investment strategy inconsistent with the best interests of its shareholders. At such times, Schroder may temporarily use alternate investment strategies primarily designed to reduce fluctuations in the value of a Fund's assets. In implementing these "defensive" strategies, the Fund would invest in high-quality fixed income securities, cash, or money market instruments to any extent Schroder considers consistent with such defensive strategies. It is impossible to predict when, or for how long, a Fund will use these alternate strategies. One risk of taking such temporary defensive positions is that the Fund may not achieve its investment objective.

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

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

Schroder (itself and its predecessors) has been an investment manager since 1962, and currently serves as investment adviser to the Funds, other mutual funds, and a broad range of institutional investors. Schroder's ultimate parent, Schroders plc, and its affiliates currently engage in the asset management business, and as of June 30, 2001, had in the aggregate assets under management of approximately $172 billion.

o INVESTMENT ADVISORY FEES. For the fiscal year ended October 31, 2001, Schroder Emerging Markets Fund, Schroder International Fund, Schroder International Smaller Companies Fund, Schroder U.S. Large Cap Equity Fund, Schroder U.S. Smaller Companies Fund, Schroder Ultra Fund, and Schroder Small Capitalization Value Fund paid investment advisory fees to Schroder at the annual rate of 0.32%, 0.08%, 0.16%, 0.49%, 0.16%, 1.22% and 0.95%, respectively, of each Fund's average daily net assets. Schroder MidCap Value Fund paid no investment advisory fees during the period, reflecting expense limitations in effect during the period.

The rate of advisory fees indicated above as paid by each Fund, other than Schroder Small Capitalization Value Fund, reflects expense limitations and/or fee waivers in place for the fiscal year ended October 31, 2001. Schroder observed advisory fee waivers and/or expense limitations for Schroder Ultra Fund, Schroder U.S. Large Cap Equity Fund and Schroder U.S. Smaller Companies Fund for the fiscal year ended October 31, 2001, but will not do so for the 2002 fiscal year.

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

o EXPENSE LIMITATIONS AND WAIVERS. In order to limit the following Funds' expenses, Schroder is contractually obligated to reduce its compensation (and, if necessary, to pay certain other Fund expenses) until October 31, 2002 to the extent that each Fund's total operating expenses attributable to its Investor Shares exceed the following annual rates (based on the average daily net assets of each Fund taken separately): Schroder International Fund -- 1.25%; Schroder Emerging Markets Fund -- 1.70%; Schroder International Smaller Companies Fund -- 1.50%; Schroder Small Capitalization Value Fund -- 1.70%; and Schroder MidCap Value Fund -- 1.35%. Schroder has contractually agreed that the advisory fees paid to it by Schroder International Fund through October 31, 2002 will be limited to 0.45% of the Fund's average daily net assets.

o PORTFOLIO MANAGERS. Schroder's investment decisions for each of the Funds are generally made by an investment manager or an investment team, with the assistance of an investment committee; all investment decisions for Schroder U.S. Large Cap Equity Fund, Schroder International Smaller Companies Fund and Schroder Emerging Markets Fund are made by investment committees for each asset class. Schroder's emerging markets investment committee consists of investment professionals with specific geographic or regional expertise; as well as members responsible for economic analysis and asset allocation, investment strategy and global stock and sector selection. Schroder's international small cap investment committee consists of investment professionals with specific geographic or regional expertise, as well as members responsible for asset allocation and

investment strategy. The following portfolio managers have had primary responsibility for making investment decisions for the noted Funds since the years shown below. Their recent professional experience is also shown.

FUND PORTFOLIO MANAGER SINCE RECENT PROFESSIONAL EXPERIENCE
------------------------- -------------------- -------------------- --------------------------------------
Schroder International Michael Perelstein 1997 Employed as an investment Fund
Fund professional at Schroder since 1997.
Mr. Perelstein is also Vice President
of Schroder Capital Funds
(Delaware), and Senior Investment
Officer of Schroder.

Schroder MidCap Value Nancy B. Tooke Inception (1997) Employed as an investment Fund
Fund professional at Schroder and its
predecessors since 1989. Ms. Tooke
is an Executive Vice President of
Schroder.

Schroder Small Nancy B. Tooke Inception (1994) See above.
Capitalization
Value Fund
Schroder Ultra Fund Ira L. Unschuld Inception (1997) Employed as an investment
professional at Schroder since 1990.
Mr. Unschuld is a Vice President of
Schroder Capital Funds (Delaware)
and an Executive Vice President of
Schroder.

Schroder U.S. Smaller Ira L. Unschuld 1997 (sole manager See above.
Companies Fund since 1998)

HOW THE FUNDS' SHARES ARE PRICED

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

HOW TO BUY SHARES

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

You may purchase 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 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 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    ADDITIONAL
                                    INVESTMENT   INVESTMENTS
                                   ------------ ------------
Regular Accounts                      $10,000      $1,000
Traditional and Roth IRAs             $ 3,000      $  250

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

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

PURCHASES BY CHECK

You may purchase shares of a Fund by mailing a check (in U.S. dollars) payable to the Fund that you wish to purchase, or, 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, your check must be accompanied by a completed Account Application in proper form. You should direct your check and your completed Account Application as follows:

REGULAR MAIL              OVERNIGHT OR EXPRESS MAIL
------------              --------------------------
Schroder Mutual Funds     Boston Financial Data Services, Inc.
P.O. Box 8057             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, your order must be preceded by a completed Account Application. 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. Instruct your bank to wire funds with the assigned reference number as follows:

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

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

As stated above, 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 Schroder 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.

Certain brokers may accept purchase and redemption orders for Investor Shares 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, accepts the order. These orders would be priced at the Fund's net asset value next determined after they are accepted by the broker 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.

OTHER PURCHASE INFORMATION

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

Schroder Fund Advisors Inc., Schroder, or their affiliates may, at their own expense and out of their own assets, provide compensation to dealers or other intermediaries in connection with sales of 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 Trusts. If you purchase or sell shares through an intermediary, the intermediary may charge a separate fee for its services. Consult your intermediary for information.

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

HOW TO SELL SHARES

TIMING

You may sell your Investor Shares back to a Fund on any day the New York Stock Exchange is open by sending a letter of instruction or stock power form to 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 of Schroder International Fund 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. You 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 $1,000 or more and not more than $25,000. 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.

You will be paid for your redemptions as promptly as possible and in any event within seven days after the request for redemption is received in good order. Payment for shares is generally sent on the business day after a request is received. Under unusual circumstances, a Trust may suspend redemptions or postpone payment for more than seven days, as permitted by law. If you paid for your shares by check, you will not be sent 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 Emerging Markets Fund, Schroder International Smaller Companies Fund, Schroder U.S. Large Cap Equity Fund, Schroder U.S. Smaller Companies Fund, or Schroder Ultra Fund, if, because of your redemptions, your account balance for any of these Funds falls below a minimum amount set by the Trustees (presently $2,000), Schroder Capital Funds (Delaware) may choose to redeem your shares in that Fund and pay you for them. With regard to shares of Schroder Small Capitalization Value Fund and Schroder MidCap Value Fund, if, because of your redemptions, you own fewer shares than a minimum amount (presently 50 shares) of any of these Funds, Schroder Series Trust may choose to redeem your shares in that Fund and pay you for them. You will receive at least 30 days written notice before a Trust redeems your shares, and you may purchase additional shares at any time to avoid a redemption. The applicable Trust may also redeem shares if you own shares of any Fund above a maximum amount set by the Trustees. There is currently no maximum, but the Trustees may establish one at any time, which could apply to both present and future shareholders.

SUSPENSION

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

REDEMPTIONS IN KIND

Each Trust has agreed to redeem 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, each 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 Trusts do not expect to redeem shares in kind under normal circumstances. If your shares are redeemed in kind, you should expect to incur transaction costs upon the disposition of the securities received in the distribution.

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 -- SCHRODER INTERNATIONAL FUND

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

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

EXCHANGES

You can exchange your shares of the Fund for shares of most other funds in the Schroder family of funds at any time at their respective net asset values, except that exchanges of shares of Schroder International Fund

into another Fund may be subject to a redemption fee as described above (such that the exchange would be made at net asset value minus any redemption fee). The exchange would be treated as a sale of your shares and any gain on the exchange may be subject to tax. For a listing of the Schroder funds available for exchange and to exchange shares, please call (800) 464-3108. In order to exchange shares by telephone, you must complete the appropriate section of the Account Application. Each Trust reserves the right to change or suspend the exchange privilege at any time. Shareholders would be notified of any such change or suspension. Because excessive trading can hurt Fund performance, operations and shareholders, each Trust may also limit the amount or number of exchanges or reject any exchange if the applicable Fund or Schroder believes that the investor in question is engaged in "market timing activities", or similar activities that may be harmful to the Fund or its shareholders.

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 CHOSE 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.

TAXES

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

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

FOREIGN TAXES. Foreign governments may impose taxes on a Fund and its investments, which generally would reduce the Fund's income. However, an offsetting tax credit or deduction may be available to shareholders. Each Fund, provided that it is eligible to do so, intends to elect to permit its shareholders to take a credit (or a deduction) for the Fund's share of foreign income taxes paid by the Fund. If the Fund does make such an

election, its shareholders would include as gross income in their U.S. federal income tax returns not only (1) distributions received from the Fund but also
(2) the amount that the Fund advises is their pro rata portion of foreign income taxes paid with respect to or withheld from dividends and interest paid to the Fund from its foreign investments. Shareholders then would be entitled, subject to certain limitations (including, with respect to a foreign tax credit, a holding period requirement), to take a foreign tax credit against their U.S. federal income tax liability for the amount of such foreign taxes or else to deduct such foreign taxes as an itemized deduction from gross income.

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

FINANCIAL HIGHLIGHTS

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

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

SCHRODER EMERGING MARKETS FUND
Selected per share data and ratios for an Investor Share outstanding throughout each period:

                                      FOR THE YEAR        FOR THE YEAR        FOR THE PERIOD     FOR THE YEAR   FOR THE PERIOD
                                          ENDED               ENDED               ENDED              ENDED           ENDED
                                    OCTOBER 31, 2001    OCTOBER 31, 2000   OCTOBER 31, 1999(A)   MAY 31, 1999   MAY 31, 1998(F)
                                   ------------------  ------------------ --------------------- -------------- ----------------
Net Asset Value, Beginning of
 Period                                 $  10.49            $  12.18           $   10.62           $  9.04         $ 10.00
                                        --------            --------           ---------           -------         -------
Investment Operations:(b)
 Net Investment Income
   (Loss)                                   0.02               (0.18)              (0.03)             0.03            0.02
 Net Realized and Unrealized
   Gain (Loss) on Investments
   and Foreign Currency
   Transactions                            (3.02)              (0.90)               1.59              1.58           (0.98)
                                        --------            --------           ---------           -------         -------
Total from Investment
 Operations                                (3.00)              (1.08)               1.56              1.61           (0.96)
                                        --------            --------           ---------           -------         -------
Distributions from:
 Net Investment Income                        --               (0.12)                 --             (0.03)             --
 Net Realized Gain on
   Investments and Foreign
   Currency Transactions                      --               (0.49)                 --                --              --
                                        --------            --------           ---------           -------         -------
Total Distributions                           --               (0.61)                 --             (0.03)             --
                                        --------            --------           ---------           -------         -------
Net Asset Value, End of Period          $   7.49            $  10.49           $   12.18           $ 10.62         $  9.04
                                        ========            ========           =========           =======         =======
Total Return(c)                           (28.60)%            (10.00)%             14.69%            17.88%          (9.60)%
Ratios and Supplementary
 Data:
Net Assets at End of Period (in
 thousands)                             $ 29,220            $ 31,553           $   3,162           $ 2,218          $   18
Ratios to Average Net Assets:(b)
 Expenses including
   reimbursement/waiver of
   fees                                     1.70%               1.70%               1.70%(d)          1.65%           1.70%(d)
 Expenses excluding
   reimbursement/waiver of
   fees                                     2.38%               2.35%               7.84%(d)         10.74%             -- (e)
 Net investment income (loss)
   including reimbursement/
   waiver of fees                           0.20%              (0.61)%             (0.59)%(d)          0.51%          1.72%(d)
Portfolio Turnover Rate(g)                   144%                192%                160%               177%(h)         23%(h)

(a) Effective October 31, 1999, the Fund changed its fiscal year end from May 31 to October 31.

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

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

(d) Annualized.

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

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

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

(h) Not annualized.

SCHRODER INTERNATIONAL FUND

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

                                                           FOR THE YEAR ENDED OCTOBER 31,
                                         ------------------------------------------------------------------
                                              2001           2000         1999         1998         1997
                                         -------------   ------------ ------------ ------------ -----------
Net Asset Value, Beginning of Period       $  16.74        $ 17.02      $ 17.10      $ 18.37     $ 20.01
                                           --------        -------      -------      -------     --------
Investment Operations:(a)
 Net Investment Income                         0.09           0.15         0.07         0.23        0.14
 Net Realized and Unrealized Gain
   (Loss) on Investments and Foreign
   Currency Transactions                      (2.38)          1.24         3.20         0.34        1.31
                                           --------        -------      -------      -------     --------
Total from Investment Operations              (2.29)          1.39         3.27         0.57        1.45
                                           --------        -------      -------      -------     --------
Distributions from:
 Net Investment Income                        (0.31)         (0.07)       (0.18)       (0.29)      (0.46)
 Net Realized Gain on Investments and
   Foreign Currency Transactions              (6.88)         (1.60)       (3.17)       (1.55)      (2.63)
                                           --------        --------     --------     --------    --------
Total Distributions                           (7.19)         (1.67)       (3.35)       (1.84)      (3.09)
                                           --------        --------     --------     --------    --------
Net Asset Value, End of Period             $   7.26        $ 16.74      $ 17.02      $ 17.10     $ 18.37
                                           ========        ========     ========     ========    ========
Total Return(b)                              (24.96)%         8.02%       21.82%        3.82%       8.33%
Ratios and Supplementary Data:
Net Assets at End of Period (in
 thousands)                                $ 20,850       $105,363     $157,620     $129,955    $191,219
Ratios to Average Net Assets:(a)
 Expenses including reimbursement/
   waiver of fees                              0.99%          0.99%        0.99%        0.99%       0.99%
 Expenses excluding reimbursement/
   waiver of fees                              1.41%          1.14%        1.06%        1.08%       1.06%
 Net investment income including
   reimbursement/waiver of fees                0.57%          0.54%        0.60%        1.14%       0.67%
Portfolio Turnover Rate(c)                      146%           132%          85%          53%         36%

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

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

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

SCHRODER INTERNATIONAL SMALLER COMPANIES FUND

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

                                                     FOR THE YEAR ENDED OCTOBER 31,                       FOR THE
                                         -------------------------------------------------------       PERIOD ENDED
                                              2001           2000          1999          1998       OCTOBER 31, 1997(A)
                                         -------------   -----------   -----------   -----------   --------------------
Net Asset Value, Beginning of Period       $  15.50        $ 14.29      $  9.35       $  9.22           $  10.00
                                           --------        -------      -------       -------           --------
Investment Operations:(b)
 Net Investment Income                         0.05          (0.05)        0.06          0.05               0.02
 Net Realized and Unrealized Gain
   (Loss) on Investments and
   Foreign Currency Transactions              (3.78)          3.23         5.62          0.60              (0.79)
                                           --------        -------      -------       -------           --------
Total from Investment Operations              (3.73)          3.18         5.68          0.65              (0.77)
                                           --------        -------      -------       -------           --------
Distributions from:
 Net Investment Income                        (0.09)         (0.01)       (0.04)        (0.01)             (0.01)
 Net Realized Gain on Investments
   and Foreign Currency
   Transactions                               (2.61)         (1.96)       (0.70)        (0.51)               --
                                           --------        -------      --------      --------          --------
Total Distributions                           (2.70)         (1.97)       (0.74)        (0.52)             (0.01)
                                           --------        -------      --------      --------          --------
Net Asset Value, End of Period             $   9.07        $ 15.50      $ 14.29       $  9.35           $   9.22
                                           ========        =======      ========      ========          ========
Total Return(c)                              (28.67)%        22.37%        65.27%        7.88%             (7.73)%
Ratios and Supplementary Data:
Net Assets at End of Period (in
 thousands)                                $ 21,634        $18,634      $  9,836      $ 4,165           $  6,836
Ratios to Average Net Assets:(b)
 Expenses including
   reimbursement/waiver of fees                1.50%          1.50%         1.50%        1.50%              1.50%(d)
 Expenses excluding
   reimbursement/waiver of fees                2.19%          2.32%         2.74%        5.26%              3.93%(d)
 Net investment income including
   reimbursement/waiver of fees                0.15%         (0.26)%        0.53%        0.33%              0.21%(d)
Portfolio Turnover Rate(e)                       48%            86%           81%          82%                32%(f)

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

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

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

(d) Annualized.

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

(f) Not annualized.

SCHRODER MIDCAP VALUE FUND

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

                                                            FOR THE YEAR ENDED OCTOBER 31,                   PERIOD ENDED
                                               --------------------------------------------------------       OCTOBER 31,
                                                   2001           2000           1999          1998             1997(A)
                                               -----------   -------------   -----------   ------------   ------------------
Net Asset Value at Beginning of Period           $ 13.50       $ 10.88         $  9.72       $ 10.36         $   10.00
Investment Operations:
 Net Investment Loss                               (0.02)        (0.01)             --         (0.01)               --
 Net Realized and Unrealized Gain (Loss) on
   Investments                                     (1.13)         2.63            1.16         (0.63)             0.36
                                                 -------       -------         -------       -------         ---------
Total from Investment Operations                   (1.15)         2.62            1.16         (0.64)             0.36
                                                 -------       -------         -------       -------         ---------
Distributions from:
 Net Investment Income                            (0.01)            --(b)           --            --                --
 Net Realized Capital Gains                       (1.23)            --              --            --                --
Total Distributions                               (1.24)            --              --            --                --
                                                 -------       -------         -------       -------         ---------
Net Asset Value at End of Period                 $ 11.11       $ 13.50         $ 10.88       $  9.72         $   10.36
                                                 =======       =======         =======       =======         =========
Total Return(e)                                    (9.30)        24.11%          11.98%        (6.18)%            3.60%(c)
Ratios & Supplementary Data:
Net Assets at End of Period (in thousands)       $ 6,094       $ 8,161         $11,179       $10,484         $  10,066
Ratio to Average Net Assets:
 Expenses including reimbursement/waiver
   of fees                                          1.35%         1.35%           1.35%         1.35%             1.35%(d)
 Expenses excluding reimbursement/waiver
   of fees                                          3.43%         2.59%           2.28%         2.47%             4.33%(d)
 Net Investment Income including
   reimbursement/waiver of fees                    (0.12)%       (0.03)%         (0.03)%       (0.06)%           (0.13)%(d)
Portfolio Turnover Rate                              149%          141%            175%          166%               12%(c)

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

(b) Amount was less than $0.01 per share.

(d) Annualized.

(e) Total returns would have been lower had certain expenses not been reduced during the periods shown (See Note 3 to Schroder Series Trust's financial statements).

SCHRODER SMALL CAPITALIZATION VALUE FUND

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

                                                              FOR THE YEAR ENDED OCTOBER 31,
                                              --------------------------------------------------------------
                                                  2001         2000        1999         1998         1997
                                              -----------  ----------- ----------- ------------- -----------
Net Asset Value at Beginning of Period          $ 16.18      $ 13.10     $ 12.91     $  17.67      $ 13.05
Investment Operations:
 Net Investment Loss                              (0.12)       (0.09)      (0.08)       (0.02)       (0.05)
 Net Realized and Unrealized Gain (Loss)
   on Investments                                  0.89         3.74        0.51        (2.05)        5.65
                                                -------      -------     -------     --------      -------
Total from Investment Operations                   0.77         3.65        0.43        (2.07)        5.60
                                                -------      -------     -------     --------      -------
Distributions from:
 Net Investment Income                               --           --          --           --           --
 Net Realized Capital Gains                       (3.45)       (0.57)      (0.24)       (2.69)       (0.98)
                                                -------      -------     -------     --------      -------
Total Distributions                               (3.45)       (0.57)      (0.24)       (2.69)       (0.98)
                                                -------      -------     -------     --------      -------
Net Asset Value at End of Period                $ 13.50      $ 16.18     $ 13.10     $  12.91      $ 17.67
                                                =======      =======     =======     ========      =======
Total Return                                       5.17%       28.98%       3.40%      (13.29)%      48.46%
Ratios & Supplementary Data:
Net Assets at End of Period (in thousands)      $40,655      $53,240     $60,206     $ 67,814      $96,709
Ratio to Average Net Assets:
 Expenses including
   reimbursement/waiver of fees                    1.66%        1.44%       1.50%        1.29%        1.32%
 Expenses excluding
   reimbursement/waiver of fees                    1.66%        1.44%       1.50%        1.29%        1.32%
 Net Investment Income including
   reimbursement/waiver of fees                   (0.73)%      (0.39)%     (0.54)%      (0.14)%      (0.36)%
Portfolio Turnover Rate                              92%         104%        102%          88%          77%

SCHRODER ULTRA FUND*

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

                                    FOR THE YEAR       FOR THE YEAR        FOR THE PERIOD      FOR THE YEAR     FOR THE PERIOD
                                        ENDED              ENDED               ENDED               ENDED             ENDED
                                  OCTOBER 31, 2001   OCTOBER 31, 2000   OCTOBER 31, 1999(A)    MAY 31, 1999     MAY 31, 1998(D)
                                 ------------------ ------------------ --------------------- ---------------- ------------------
Net Asset Value, Beginning of
 Period                               $  46.19          $   24.59           $   20.18           $  14.26         $   10.00
                                      --------          ---------           ---------           --------         ---------
Investment Operations:
 Net Investment Income
   (Loss)                                (0.14)             (0.11)              (0.06)             (0.13)            (0.04)
 Net Realized and Unrealized
   Gain (Loss) on Investments            23.15              28.83                4.47               8.28              4.50
                                      --------          ---------           ---------           --------         ---------
Total from Investment
 Operations                              23.01              28.72                4.41               8.15              4.46
                                      --------          ---------           ---------           --------         ---------
Distributions from:
 Net Investment Income                      --                 --                  --                 --                --
 Net Realized Gain on
   Investments                          (23.13)             (7.12)                 --              (2.23)            (0.20)
                                      --------          ---------           ---------           --------         ---------
Total Distributions                     (23.13)             (7.12)                 --              (2.23)            (0.20)
                                      --------          ---------           ---------           --------         ---------
Net Asset Value, End of Period        $  46.07          $   46.19           $   24.59           $  20.18         $   14.26
                                      ========          =========           =========           ========         =========
Total Return                             85.74%            154.40%(b)           21.85%(b)          64.56%(b)         45.41%(b)
Ratios and Supplementary
 Data:
Net Assets at End of Period (in
 thousands)                           $ 168,282         $  80,985           $  20,596           $ 14,317         $   6,340
Ratios to Average Net Assets:
 Expenses including
   reimbursement/waiver of
   fees                                   2.00%              2.00%               2.00%(c)           2.00%             2.00%(c)
 Expenses excluding
   reimbursement/waiver of
   fees                                   2.03%              2.06%               2.53%(c)           3.27%             6.02%(c)
 Net investment income
   including reimbursement/
   waiver of fees                        (0.44)%            (0.40)%             (0.73)%(c)         (1.10)%           (0.77)%(c)
Portfolio Turnover Rate                    619%               725%                173% (e)           341%              166% (e)

(a) Effective October 31, 1999, the Fund changed its fiscal year end from May 31 to October 31.

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

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

(e) Not annualized.

* Formerly, Schroder Micro Cap Fund. Effective March 1, 2001, the Fund changed its name and certain investment limits under its principal investment strategies. Although the portfolio manager is currently managing the Fund in a manner substantially similar to the way the Fund was managed in prior periods, the Fund would not necessarily have achieved the financial results and total returns listed above under its current policies.

SCHRODER U.S. LARGE CAP EQUITY FUND*

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

                                                           FOR THE YEAR ENDED OCTOBER 31,
                                           ---------------------------------------------------------------
                                                2001           2000        1999        1998        1997
                                           --------------  ----------- ----------- ----------- -----------
Net Asset Value, Beginning of Period         $   4.95        $  6.73     $  7.79     $  9.82     $  9.76
                                             --------        -------     -------     -------     -------
Investment Operations:
 Net Investment Income (Loss)                      --(a)       (0.02)      (0.06)      (0.06)      (0.01)
 Net Realized and Unrealized Gain (Loss)
   on Investments                               (1.40)          1.26        2.00        0.78        2.20
                                             --------        -------     -------     -------     -------
Total from Investment Operations                (1.40)          1.24        1.94        0.72        2.19
                                             --------        -------     -------     -------     -------
Distributions from:
 Net Investment Income                             --             --          --          --       (0.02)
 Net Realized Gain on Investments                  --          (2.68)      (3.00)      (2.75)      (2.11)
 Return of Capital                                 --          (0.34)         --          --          --
                                             --------        -------     -------     -------     -------
Total Distributions                                --          (3.02)      (3.00)      (2.75 )     (2.13)
                                             --------        -------     -------     -------     -------
Net Asset Value, End of Period               $   3.55        $  4.95     $  6.73     $  7.79     $  9.82
                                             ========        =======     =======     =======     =======
Total Return(b)                                (28.28)%        18.73%      30.95%       8.87%      26.49%
Ratios and Supplementary Data:
Net Assets at End of Period (in
 thousands)(c)                               $ 19,447        $48,327     $14,110     $12,540     $13,861
Ratios to Average Net Assets:
 Expenses including reimbursement/
   waiver of fees                                1.50%          1.40%       1.50%       1.50%       1.50%
 Expenses excluding
   reimbursement/waiver of fees                  1.76%          1.55%       1.99%       1.85%       1.68%
 Net investment income (loss) including
   reimbursement/waiver of fees                 (0.08)%        (0.79)%     (0.93)%     (0.71)%     (0.09)%
Portfolio Turnover Rate                            62%           195%         87%        209%         44%

(a) Amount was less than $(0.01) per share.

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

(c) Net assets as of October 31, 2000 reflect the Fund's acquisition of the net assets of Schroder Large Capitalization Equity Fund as of September 11, 2000.

* The Fund changed its name from "Schroder U.S. Diversified Growth Fund" to "Schroder U.S. Large Cap Equity Fund" effective September 14, 2000.

SCHRODER U.S. SMALLER COMPANIES FUND

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

                                                                FOR THE                                      FOR THE
                                    FOR THE YEAR ENDED          PERIOD          FOR THE YEAR ENDED           PERIOD
                                       OCTOBER 31,               ENDED                MAY 31,                 ENDED
                                 ------------------------     OCTOBER 31,    -------------------------       MAY 31,
                                     2001         2000          1999(A)           1999         1998          1997(F)
                                 ------------ ----------- ------------------ ------------- ----------- ------------------
Net Asset Value, Beginning of
 Period                            $ 18.01      $ 12.79      $   12.80         $  14.76      $ 13.26      $  17.23
                                   -------      -------      ---------         --------      -------      --------
Investment Operations:(b)
 Net Investment Income
  (Loss)                             (0.13)       (0.08)         (0.03)           (0.09)       (0.06)        (0.02)
 Net Realized and Unrealized
  Gain (Loss) on
  Investments                         0.59         5.30           0.02            (1.84)        2.82          1.88
                                   -------      -------      ---------         --------      -------      ---------
Total from Investment
 Operations                           0.46         5.22          (0.01)           (1.93)        2.76          1.86
                                   -------      -------      ---------         --------      -------      ---------
Distributions from:
 Net Investment Income                  --           --             --               --           --             --
 Net Realized Gain on
  Investments                        (3.30)          --             --            (0.03)       (1.26)         (5.83)
                                   -------      -------      ---------         --------      -------      ---------
Total Distributions                  (3.30)          --             --            (0.03)       (1.26)         (5.83)
                                   -------      -------      ---------         --------      -------      ---------
Net Asset Value, End of Period     $ 15.17      $ 18.01      $   12.79         $  12.80      $ 14.76      $   13.26
                                   =======      =======      =========         ========      =======      =========
Total Return(c)                       3.25%       40.81%         (0.08)%         (13.08)%      21.63%         14.73%
Ratios and Supplementary
 Data:
Net Assets at End of Period
 (in thousands)                    $ 28,096     $63,637      $  42,177         $ 47,870      $51,679      $  26,104
Ratios to Average Net
 Assets:(b)
 Expenses including
  reimbursement/waiver of
  fees                                1.49%        1.18%          1.35%(d)         1.42%        1.37%          1.49%(d)
 Expenses excluding
  reimbursement/waiver of
  fees                                1.83%        1.18%          1.35%(d)         1.45%        1.37%          1.87%(d)
 Net investment income
  (loss) including
  reimbursement/waiver of
  fees                               (0.79)%      (0.55)%        (0.54)%(d)       (0.65)%      (0.51)%        (0.42)%(d)
Portfolio Turnover Rate(e)             105%         172%            52% (g)         119%          55%            34%(g)

(a) Effective October 31, 1999, the Fund changed its fiscal year end from May 31 to October 31.

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

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

(d) Annualized.

(e) The portfolio turnover rates for the periods October 31, 1996 through May 31, 1999, represent the turnover of the underlying Portfolio, Schroder U.S. Smaller Companies Portfolio. The rates for subsequent periods represent the turnover of the Fund, which held direct investments in a portfolio of securities.

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

(g) Not annualized.

INVESTMENT ADVISER

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

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

ADMINISTRATOR FOR SCHRODER SERIES TRUST
SUB-ADMINISTRATOR FOR SCHRODER CAPITAL FUNDS (DELAWARE)
SEI Investments Mutual Funds Services
1 Freedom Valley Drive
Oaks, Pennsylvania 19456

CUSTODIAN
JPMorgan Chase Bank
270 Park Avenue
New York, New York

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

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

COUNSEL
Ropes & Gray
One International Place
Boston, Massachusetts 02110

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
Two Commerce Square
Suite 1700
2001 Market Street
Philadelphia, Pennsylvania 19103

SCHRODER CAPITAL FUNDS (DELAWARE)
SCHRODER SERIES TRUST

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

You may review and copy information about each Trust, including its SAI, at the Securities and Exchange Commission's public reference room in Washington, D.C. You may call the Commission at 1-800-SEC-0330 for information about the operation of the public reference room. You may also access reports and other information about the Trusts on the Commission's Internet site at www.sec.gov. You may get copies of this information, with payment of a duplication fee, by 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 or Schroder Series Trust's file numbers under the Investment Company Act, which are 811-1911 and 811-7840, respectively.

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

WS/SF0102P

File No. 811-1911 -- Schroder Capital Funds (Delaware) File No. 811-7840 -- Schroder Series Trust

SCHRODER SERIES TRUST

Schroder Small Capitalization Value Fund
Schroder MidCap Value Fund

FORM N-1A
PART B

STATEMENT OF ADDITIONAL INFORMATION

JANUARY 28, 2002

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 January 28, 2002, as amended or supplemented from time to time. This SAI contains information which may be useful to investors but which is not included in the Prospectus. Investors may obtain free copies of the Prospectus by calling the Trust at 800-464-3108.

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

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

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

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

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

INVESTMENT RESTRICTIONS.................................................5

TRUSTEES AND OFFICERS...................................................7

SCHRODER AND ITS AFFILIATES............................................10

MANAGEMENT CONTRACTS...................................................10

ADMINISTRATIVE SERVICES................................................11

DISTRIBUTOR............................................................12

BROKERAGE ALLOCATION AND OTHER PRACTICES...............................13

DETERMINATION OF NET ASSET VALUE.......................................14

TAXES .................................................................16

PERFORMANCE INFORMATION................................................22

CUSTODIAN..............................................................22

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT...........................23

INDEPENDENT ACCOUNTANTS................................................23

CODE OF ETHICS.........................................................23

LEGAL COUNSEL..........................................................23

SHAREHOLDER LIABILITY..................................................23

FINANCIAL STATEMENTS...................................................23

APPENDIX A ............................................................25

SCHRODER SERIES TRUST

STATEMENT OF ADDITIONAL INFORMATION

TRUST HISTORY

Schroder Series Trust is a Massachusetts business trust organized under the laws of The Commonwealth of Massachusetts on May 6, 1993. The Trust's Agreement and Declaration of Trust, which is governed by Massachusetts law, is on file with the Secretary of State of The Commonwealth of Massachusetts. Prior to March 1997, the name of the Trust was "WSIS Series Trust." Schroder Investment Management North America Inc. ("Schroder") and its corporate predecessors have served as investment adviser to the Trust since its inception.

FUND CLASSIFICATION

The Trust currently offers shares of beneficial interest of two series (the "Funds") with separate investment objectives and policies. Schroder Total Return Fixed Income Fund, a former series of the Trust that terminated in September, 2001, is sometimes referred to as a "Fund" hereunder with respect to its operations prior to termination Each Fund is an open-end, management investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Each Fund is also a "diversified" investment company under the Investment Company Act. This means that with respect to 75% of a Fund's total assets, the Fund may not invest in securities of any issuer if, immediately after such investment, more than 5% of the total assets of the Fund (taken at current value) would be invested in the securities of that issuer (this limitation does not apply to investments in U.S. Government securities or securities of other investment companies). A Fund is not subject to this limitation with respect to the remaining 25% of its total assets. To the extent a Fund invests a significant portion of its assets in the securities of a particular issuer, it will be subject to an increased risk of loss if the market value of the issuer's securities declines.

CAPITALIZATION AND SHARE CLASSES

The Trust has an unlimited number of shares of beneficial interest that may, without shareholder approval, be divided into an unlimited number of series of such shares, which, in turn, may be divided into an unlimited number of classes of such shares. Each Fund currently offers one class of shares, Investor Shares. A Fund may suspend the sale of shares at any time.

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

MISCELLANEOUS INVESTMENTS, INVESTMENT PRACTICES AND RISKS

SHORT SALES

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

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

FORWARD COMMITMENTS

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

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

CERTAIN INVESTMENTS IN FIXED-INCOME SECURITIES

The Funds may invest a portion of their assets in fixed-income securities if Schroder believes they would help achieve a Fund's objective. The general risks associated with investments in fixed-income securities are described in the Prospectuses. Fixed-income securities in which these remaining Funds may invest will be rated, at the time of investment, at least Baa by Moody's Investors Service, Inc. or BBB by Standard & Poor's Ratings Services or, if unrated, determined by Schroder at the time of investment to be of comparable quality. Securities rated Baa or BBB lack outstanding investment

-2-

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

REPURCHASE AGREEMENTS

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

WHEN-ISSUED SECURITIES

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

LOANS OF FUND PORTFOLIO SECURITIES

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

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

WARRANTS TO PURCHASE SECURITIES

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

ZERO-COUPON SECURITIES

Zero-coupon securities in which a Fund may invest are debt obligations which are generally issued at a discount and payable in full at maturity, and which do not provide for current payments of interest prior to maturity. Zero-coupon securities usually trade at a deep discount from their face or par value and are subject to greater market value fluctuations from changing interest rates than debt obligations of comparable maturities which make current distributions of interest. As a result, the net asset value of shares of a Fund investing in zero-coupon securities may fluctuate over a greater range than shares of other Funds of the Trust and other mutual funds investing in securities making current distributions of interest and having similar maturities. A Fund investing in zero-coupon bonds is required to distribute the income on these securities as the income accrues, even though the Fund is not receiving the income in cash on a current basis. Thus, the Fund may have to sell other investments, including when it may not be advisable to do so, to make income distributions.

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

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

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

TEMPORARY DEFENSIVE STRATEGIES

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

LIQUIDITY

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

INVESTMENT RESTRICTIONS

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

1. Borrow money, except to the extent permitted by applicable law.

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

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

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

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

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

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

8. (For the Small Capitalization Value Fund*) As to 75% of its assets, invest in a security if, as a result of such investment, it would hold more than 10% (taken at the time of such investment) of the outstanding voting securities of any one issuer; provided that this limitation does not apply to securities issued or guaranteed as to principal or interest by the U.S. Government or its agencies or instrumentalities or to securities of other investment companies.

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

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

* Although these are not fundamental investment restrictions for Schroder MidCap Value Fund, the Fund may not change its classification as a diversified investment company under the Investment Company Act without obtaining shareholder approval.

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Accordingly, the Fund intends to follow restrictions identical to those described in 7 and 8 above.

Schroder Small Capitalization Value Fund has adopted a non-fundamental policy that, 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 companies with small market capitalizations, as defined by Schroder. (For these purposes, Schroder currently considers small-cap companies to be those with market capitalizations of less than $2.2 billion measured at the time of investment.)

Schroder MidCap Value Fund has adopted a non-fundamental policy that, 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 mid-cap companies, as defined by Schroder. (For these purposes, Schroder currently considers mid-cap companies to be those with market capitalizations of between $1 billion and $10 billion measured at the time of investment.)

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

All percentage limitations on investments will apply at the time of investment and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Except for investment restrictions 1 through 10 listed above, the investment policies and the investment objectives of the Funds described in the Prospectus and this SAI are not fundamental and may be changed by the Trustees without shareholder approval.

TRUSTEES AND OFFICERS

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

The Trustees and executive officers of the Trust and their principal occupations during the last five years are set forth below. The mailing address of each of the officers and Trustees is 787 Seventh Avenue, 34th Floor, New York, New York 10019.

David N. Dinkins, Trustee. 74. Trustee, Schroder Capital Funds (Delaware). Professor, Columbia University School of International and Public Affairs. Director, American Stock Exchange, Carver Federal Savings Bank, Transderm Laboratory Corporation, and The Cosmetics Center, Inc. Formerly, Mayor, City of New York.

Peter E. Guernsey, Trustee. 80. Trustee, Schroder Capital Funds (Delaware). Formerly, Senior Vice President, Marsh & McLennan, Inc.

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

John I. Howell, Trustee. 84. Trustee, Schroder Capital Funds (Delaware). Director, American International Life Assurance Company of New York. Private consultant since 1987.

Peter S. Knight, Trustee. 51. Trustee, Schroder Capital Funds (Delaware). Partner, Wunder, Knight, Levine, Thelen & Forscey. Director, Comsat Corp., Medicis Pharmaceutical Corp., and Whitman Education Group, Inc. Formerly, Campaign Manager, Clinton/Gore `96.

(*) Catherine A. Mazza, Trustee, Vice Chairman, and President of the Trust. 42. Director and Senior Vice President, Schroder. President and Director, Schroder Fund Advisors Inc. Trustee, Vice Chairman, and Vice President, Schroder Capital Funds (Delaware).

William L. Means, Trustee. 65. Trustee, Schroder Capital Funds (Delaware). Formerly, Chief Investment Officer, Alaska Permanent Fund Corporation.

Clarence F. Michalis, Trustee. 80. Trustee, Schroder Capital Funds (Delaware). Chairman of the Board of Directors, Josiah Macy, Jr. Foundation.

Hermann C. Schwab, Trustee. 82. Trustee, Schroder Capital Funds (Delaware). Trustee, St. Luke's/Roosevelt Hospital Center. Formerly, consultant to Schroder Capital Management International Inc.

Robert C. Michele, Vice President of the Trust. 42. Director and Managing Director, Schroder. Formerly, Managing Director and Portfolio Manager, Black Rock Financial Management and Director, CS First Boston Investment

Management.

Alan M. Mandel, Treasurer, and Chief Financial Officer of the Trust.
44. Treasurer, and Chief Financial Officer of Schroder Capital Funds (Delaware). First Vice President and Chief Financial Officer/Controller-NY, Schroder. Formerly, Director of Mutual Fund Administration for Salomon Brothers Asset Management.

Carin F. Muhlbaum, Assistant Clerk of the Trust. 39. Secretary, Schroder Capital Funds (Delaware). Vice President, Schroder. Vice President and General Counsel, Schroder Fund Advisors Inc. Formerly, an investment management attorney with Seward & Kissel and prior thereto, with Gordon, Altman, Butowsky, Weitzen, Shalov & Wein.

Barbara Gottlieb, Assistant Clerk of the Trust. 48. Assistant Secretary, Schroder Capital Funds (Delaware). Vice President, Schroder.

Nicholas Rossi, Assistant Clerk of the Trust. 38. Assistant Secretary, Schroder Capital Funds (Delaware). Assistant Vice President and Assistant Secretary, Schroder. Assistant Vice President, Schroder Fund Advisors Inc. Formerly, Mutual Fund Specialist, Willkie Farr & Gallagher.

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

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

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

The table below sets forth information regarding compensation paid for the fiscal year ended October 31, 2001 to the Disinterested Trustees by the Trust and other funds in the Schroder "Fund Complex" (as defined below).

                               COMPENSATION TABLE
---------------------------- --------------------- --------------------------


            (1)                      (2)                      (3)

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

---------------------------- --------------------- --------------------------
David N. Dinkins                    $2,767                  $14,750
---------------------------- --------------------- --------------------------
Peter E. Guernsey                   $2,860                  $24,250
---------------------------- --------------------- --------------------------
John I. Howell                      $3,147                  $26,250
---------------------------- --------------------- --------------------------
Peter S. Knight                     $3,290                  $17,500
---------------------------- --------------------- --------------------------
William L. Means                    $3,290                  $27,000
---------------------------- --------------------- --------------------------
Clarence F. Michalis                $3,290                  $17,500
---------------------------- --------------------- --------------------------
Hermann C. Schwab                   $3,290                  $17,500
---------------------------- --------------------- --------------------------

* The Total Compensation listed in column (3) for each Trustee includes compensation for services as a Trustee of the Trust, Schroder Capital Funds ("SCF"), Schroder Capital Funds (Delaware) ("SCFD"), and Schroder Series Trust II ("SST II"). The Trust, SCF, SCFD, and SST II are considered part of the same "Fund Complex" for these purposes. SST II ceased operations and was substantially liquidated on December 14, 2001.

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

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SCHRODER AND ITS AFFILIATES

Schroder (together with its predecessors) has served as the investment adviser for each of the Funds since its inception. Schroder is a wholly owned subsidiary of Schroder U.S. Holdings Inc., which engages through its subsidiary firms in the asset management business. Affiliates of Schroder U.S. Holdings Inc. (or their predecessors) have been investment managers since 1927. Schroder U.S. Holdings Inc. is an indirect, wholly owned U.S. subsidiary of Schroders plc, a publicly owned holding company organized under the laws of England. Schroders plc and its affiliates currently engage in asset management businesses, and as of June 30, 2001, had under management assets of approximately $172 billion. Schroder's address is 787 Seventh Avenue, 34th Floor, New York, New York 10019.

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

MANAGEMENT CONTRACTS

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

Under the Management Contracts, Schroder is required to regularly provide the Funds with investment research, advice, and supervision, and continuously furnishes investment programs consistent with the investment objectives and policies of the various Funds, and determines, for the various Funds, what securities shall be purchased, what securities shall be held or sold, and what portion of a Fund's assets shall be held uninvested, subject always to the provisions of the Trust's Agreement and Declaration of Trust and By-laws, and of the Investment Company Act, and to a Fund's investment objectives, policies, and restrictions, and subject further to such policies and instructions as the Trustees may from time to time establish.

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

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

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

The Management Contracts may be terminated without penalty by vote of the Trustees as to any Fund, by the shareholders of that Fund, or by Schroder, on 60 days' written notice. Each Management Contract also terminates without payment of any penalty in the event of its assignment. In addition, each Management Contract may be amended only by a vote of the shareholders of the affected Fund(s), and each Management Contract provides that it will continue in effect from year to year only so long as such continuance is approved at least annually with respect to a Fund by vote of either the Trustees or the shareholders of the Fund, and, in either case, by a majority of the Trustees who are not "interested persons" of Schroder. In each of the foregoing cases, the vote of the shareholders is the affirmative vote of a "majority of the outstanding voting securities" as defined in the Investment Company Act.

Recent Investment Advisory Fees. For its fiscal years ended October 31, 2001, 2000 and 1999, respectively, pursuant to the relevant Management Contract, each Fund paid fees to Schroder as follows (reflecting reductions in such fees pursuant to expense limitations and/or waivers in effect during such periods):
Schroder Small Capitalization Value Fund - $458,484, $534,345 and $602,520; and Schroder MidCap Value Fund - $0, $0 and $0.

Schroder waived its fees in the following amounts during the fiscal years ended October 31, 2001, 2000 and 1999, respectively, pursuant to expense limitations and/or waivers in effect during such periods: Schroder Small Capitalization Value Fund - $0, $0 and $0; and Schroder MidCap Value Fund - $66,790, $133,501 and $125,949.

ADMINISTRATIVE SERVICES

On behalf of each Fund, the Trust has entered into an administration agreement with SEI Investments Mutual Funds Services ("SEI") pursuant to which SEI provides administrative services necessary for the operation of the Funds, including recordkeeping, preparation of shareholder communications, assistance with regulatory compliance (such as reports to and filings with the Securities and Exchange Commission and state securities commissions), preparation and filing of tax returns, preparation of the Trust's periodic financial reports, and certain other fund accounting services. Under the agreement with SEI, the Trust, together with all mutual funds managed by Schroder, pays fees to SEI based on the combined average daily net assets of all the funds in the Schroder 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 administration agreement is terminable by either party at the end of a three year initial term or thereafter, at any time, by either party upon 60 days' written notice to the other party. The administration agreement is terminable by either party in the case of a material breach.

As SEI did not commence providing these services until after the conclusion of each Fund's most recent fiscal year, no fees paid to SEI are given.

Prior to November 5, 2001, the Trust received these services from State Street Bank and Trust Company ("State Street"). From June 1, 1999 to November 4, 2001, State Street received complex-wide fees according to the following annual rates based on the combined average daily net assets of such funds: 0.06% of the first $1.7 billion of such assets, 0.04% of the next $1.7 billion of such assets, and 0.02% of such assets in excess of $3.4 billion, subject to certain minimum charges. Such minimum charges were increased for the period from June 1, 2001 to November 4, 2001. Prior to June 1, 1999, the Trust paid

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compensation to State Street under the agreement at the following annual rates based on the average daily net assets of each Fund taken separately: 0.08% of the first $125 million of such assets, 0.06% of the next $125 million of such assets, and 0.04% of such assets in excess of $250 million, subject to certain minimum requirements.

For the fiscal years ended October 31, 2001, 2000 and 1999, respectively, each Fund paid the following fees to State Street under an administration agreement: Schroder Small Capitalization Value Fund - $74,489, $60,523 and $78,559; and Schroder MidCap Value Fund - $11,516, $10,694 and $16,530.

DISTRIBUTOR

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

Shareholder Servicing Plan for Advisor Shares. Each Fund had previously adopted a Shareholder Servicing Plan (the "Service Plan") for the Advisor Shares of the Fund. Effective June 23, 2000, the Advisor Shares of each Fund were recapitalized to Investor Shares, and no Fund presently has any Advisor shares outstanding.

In the fiscal years ended October 31, 2001, 2000 and 1999, respectively, the Funds paid the following amounts to the Distributor under the Service Plan, all of which was, in turn, paid by the Distributor to service organizations: Schroder Small Capitalization Value Fund - $0, $163 and $298; and Schroder MidCap Value Fund - $0, $5 and $35.

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BROKERAGE ALLOCATION AND OTHER PRACTICES

Allocation. Schroder may deem the purchase or sale of a security to be in the best interests of a Fund or Funds as well as other clients of Schroder. In such cases, Schroder 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. A particular security may be bought or sold for only one client or in different amounts and at different times for more than one but less than all clients. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling the security. In addition, purchases or sales of the same security may be made for two or more clients of Schroder on the same day or at approximately the same time. In such event, such transactions will be allocated among the clients in a manner believed by Schroder to be fair and equitable and consistent with its fiduciary obligations to each client.

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

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

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

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

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Schroder also manages private investment companies ("hedge funds") that it markets to, among others, existing Schroder 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. In addition, portfolio managers who manage the hedge funds may manage one or more of the Funds. The hedge funds are structured so that when they reach a certain set size, the portfolio managers will be compensated through sharing in the profits generated to Schroder by the hedge funds. In the context of this performance compensation structure, the differences in trading methodologies between the hedge fund and a Fund may result in a conflict of interest. Schroder is aware of this potential conflict of interest and has instituted procedures to ensure that transactions effected on behalf of the hedge funds do not adversely impact the Funds. These procedures include the co-authorization by portfolio managers, whose compensation is independent of the profitability of the hedge funds, of transactions on behalf of the hedge funds and more frequent compliance review of transactions effected for all clients, including the Funds, in the same sectors.

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

------------------------------------------------ ------------------- ------------------ ---------------------
                                                     BROKERAGE           BROKERAGE           BROKERAGE
                                                  COMMISSIONS PAID   COMMISSIONS PAID     COMMISSIONS PAID
                                                   DURING FISCAL       DURING FISCAL     DURING FISCAL YEAR
                                                     YEAR ENDED         YEAR ENDED         ENDED 10/31/99
FUND                                                  10/31/01           10/31/00
------------------------------------------------ ------------------- ------------------ ---------------------
Schroder Small Capitalization Value Fund             $186,406            $295,473             $296,970
------------------------------------------------ ------------------- ------------------ ---------------------
Schroder MidCap Value Fund                            $37,406             $55,828              $68,666
------------------------------------------------ ------------------- ------------------ ---------------------

The following table shows information regarding Fund transactions placed with brokers and dealers during the fiscal year ended October 31, 2001 identified as having been executed on the basis of research and other services provided by the broker or dealer.

                            Total Dollar Value of    Commissions Paid with
Fund                        Such Transactions        Respect to Such Transactions

--------------------------- ------------------------ --------------------------------------------------------------
Schroder Small              $3,163,119               $6,648   (which amount represents approximately  3.57% of
Capitalization Value Fund                                         the total brokerage commissions paid by the
                                                                  Fund)

--------------------------- ------------------------ --------------------------------------------------------------
Schroder MidCap Value Fund  $1,400,846               $1,958   (which amount represents approximately  5.23% of
                                                                  the total brokerage commissions paid by the
                                                                  Fund)

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

Funds that are not listed in the above table did not pay any commissions related to brokerage or research services for the stated periods.

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.

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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 (including the National Association of Securities Dealers' Automated Quotation System ("NASDAQ")) for which last sales information is regularly reported are valued at their last reported sales prices on such exchange on that day or, in the absence of sales that day, such securities are valued at the mean of the closing bid and ask prices ("mid-market price") or, if none, the last sales price on the preceding trading day. (Where the securities are traded on more than one exchange, they are valued on the exchange on which the security is primarily traded.) Securities purchased in an initial public offering and which have not commenced trading in a secondary market are valued at cost. Unlisted securities for which over-the-counter market quotations are readily available generally are valued at the most recently reported mid-market prices. Except as noted below with regard to below investment grade and emerging markets debt instruments, fixed income securities with remaining maturities of more than 60 days are valued on the basis of valuations provided by pricing services that determine valuations for normal institutional size trading units of fixed income securities, or through obtaining independent quotes from market makers. Below investment grade and emerging markets debt instruments ("high yield debt") will ordinarily be valued at prices supplied by a Fund's pricing services based on the mean of bid and asked prices supplied by brokers or dealers; provided, however, that if the bid-asked spread exceeds five points, then that security will be valued at the bid price. Short-term fixed income securities with remaining maturities of 60 days or less are valued at amortized cost, which approximates market value, unless Schroder believes another valuation is more appropriate. Options on indices or exchange-traded fund ("ETF") shares are valued at the mid-market price reported as of the close of the Chicago Board of Options Exchange. Other options and futures contracts traded on a securities exchange or board of trade are valued at the last reported sales price or, in the absence of a sale, at the closing mid-market price. Options not traded on a securities exchange or board of trade for which over-the-counter market quotations are readily available are valued at the most recently reported mid-market price. Securities for which current market quotations are not readily available are valued at fair value pursuant to procedures established by the Trustees.

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

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

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

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

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.

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 any of its net investment income or net realized capital gains that are distributed to shareholders.

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, and (b) diversify its holdings so that, at the close of each quarter of its taxable year, (i) at least 50% of the value of its total assets consists of cash, cash items, U.S. Government securities, securities of other RICs and other securities limited generally with respect to any one issuer to not more than 5% of the total assets of the Fund and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its assets is invested in the securities of any issuer (other than U.S. Government securities or securities of other RICs) or of two or more issuers which the Fund controls and which are engaged in the same, similar or related trades and businesses.

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

In order to receive the favorable tax treatment accorded RICs and their shareholders, a Fund must in general distribute with respect to each taxable year at least 90% of its ordinary income (including net

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short-term capital gains) and its tax-exempt interest income, net of expenses attributable to such interest. Each Fund intends to make such 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 previously subject to tax under subchapter M), that Fund will be subject to a 4% excise tax on the undistributed amounts. A dividend paid to shareholders by a Fund in January of a year generally is deemed to have been paid by that Fund on December 31 of the preceding year, if the dividend was declared and payable to shareholders of record on a date in October, November, or December of that preceding year. Each Fund intends generally to make distributions sufficient to avoid imposition of the 4% excise tax.

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

Upon the disposition of shares of a Fund (whether by sale, exchange, or redemption), a shareholder will realize a gain or loss. Such gain or loss will be capital gain or loss if the shares are capital assets in the shareholder's hands, and will be long-term or short-term generally depending upon the shareholder's holding period for the shares. Long-term capital gains will generally be taxed at a federal income tax rate of 20% (but see below for rules on "qualified 5-year gain"). In general, any loss realized upon a taxable disposition of shares will be treated as long-term capital loss if the shares have been held for more than one year, and otherwise as short-term capital loss. However, any loss realized by a shareholder on a disposition of shares held by the shareholder for six months or less will be treated as a long-term capital loss to the extent of any distributions of capital gain dividends received by the shareholder with respect to such shares. In addition, any loss realized on a sale or exchange of shares will be disallowed to the extent that you replace the disposed of shares with shares of the same 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

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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 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 capital gain into ordinary income, 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 may be required to withhold up to 30.5% of certain of your dividends if you have not provided the Fund with your correct taxpayer identification number (normally your Social Security number), or if you are otherwise subject to back-up withholding. For amounts paid in 2002 and 2003, the rate is scheduled to be 30%.

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

The foregoing discussion is primarily a summary of certain federal income tax consequences of investing in a Fund, based on the law as of the date of this SAI. 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.

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PRINCIPAL HOLDERS OF SECURITIES

To the knowledge of the Trust, as of January 11, 2002, 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.

To the knowledge of the Trust, as of January 11, 2002, no person owned beneficially more than 25% of the outstanding voting securities of either Fund, except as noted below. These persons may be deemed to control the noted Funds. The Trust is not aware of any other person that may control a Fund.

To the knowledge of the Trust, as of January 11, 2002, no person owned of record, or was known to the Trust to own beneficially, more than 5% of the outstanding Investor Shares of either Fund, except as set forth below. Because these shareholders hold a substantial number of shares, they may be able to require that the Trust hold special shareholder meetings and may be able to determine the outcome of any shareholder vote.

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                                                                             Percentage of
                                                                             Outstanding Shares
Record or Beneficial Owner                      Fund                         Owned
--------------------------                      ----                         -----
State Street Bank & Trust Co                    Schroder MidCap Value Fund         30.16%
Trustee of the
Lewco Securities Pension Plan
T26501 ATTN;  Paul Chwaliszewski
P.O. Box 351
Boston, MA  02101-0351

Salomon Smith Barney                            Schroder MidCap Value Fund         14.12%
333 W. 34th St., 7th Floor
New York, NY  10001-2483

Charles Schwab & Co. Inc.                       Schroder Midcap Value Fund         7.26%
Special Custody Account
For the Benefit of Customers
Attn:  Mutual Funds
101 Montgomery Street
San Francisco, CA  94104-4122

Schroder Investment Management North            Schroder MidCap Value Fund         6.86%
  America Inc.
Attn: Alan Mandel
787 7th Ave., 34th Fl.
New York, NY  10019-6018

State Street Bank and Trust Company             Schroder MidCap Value Fund         6.76%
Custody for the IRA of Susan S. Hager
92 Woodridge Road
Wayland, MA 01778-3612

State Street Bank and Trust Company             Schroder MidCap Value Fund         6.11%
Custody for the IRA of Alan Blinken
3121 O Street NW
Washington, DC 20007-3117

Alan Blinken                                    Schroder MidCap Value Fund         6.11%
Melinda Blinketn JT WROS
3121 O Street NW
Washington, DC 20007-3117

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                                                                             Percentage of
                                                                             Outstanding Shares
Record or Beneficial Owner                      Fund                         Owned
--------------------------                      ----                         -----
Pell Rudman Trust Company                       Schroder Small                     10.34%
Attn: Kathy Trull                               Capitalization Value Fund
100 Federal Street, 37th Floor
Boston, MA 02110-1802

FP VII Kinship Corporation                      Schroder Small                     9.93%
Eric Schreiner VP                               Capitalization Value Fund
400 Skokie Blvd Ste 300
Northbrook, IL  60062-7903

Northern Trust Co TTEE                          Schroder Small                     8.60%
FBO VHA-Retirement Plan                         Capitalization Value Fund
Acct# 22-09161
PO Box 92956
Chicago, IL  60675-2956

The Bank of New York TTEE                       Schroder Small                     7.29%
FBO Tri Valley Growers                          Capitalization Value Fund
Attn:  Michael A. Polis
Master Trust Dept.
One Wall St. 12th Floor
New York, NY  10005-2500

Northern Trust Co TTEE                          Schroder Small                     6.49%
FBO STP                                         Capitalization Value Fund
Acct# 22-48216
PO Box 92956
Chicago, IL  60675-2956

Bank of New York for Various Plans              Schroder Small                     5.06%
Lewco Securities Corp. Dtd. 10/1/98             Capitalization Value Fund
The Centre at Purchase
3 Manhattanville Road
Purchase, NY 10577-2116

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PERFORMANCE INFORMATION

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

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

The table below sets forth the average annual total return of Investor Shares of the Funds for the one-year and five-year (if applicable) periods ended October 31, 2001, and for the period from the commencement of a Fund's operations until October 31, 2001.

AVERAGE ANNUAL TOTAL RETURN FOR PERIODS ENDED OCTOBER 31, 2001

--------------------- ----------- ----------- ----------------- -------------
                                              SINCE INCEPTION
                                                  OF FUND        INCEPTION
        FUND            1 YEAR     5 YEARS      (ANNUALIZED)    DATE OF FUND

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

Schroder Small          5.17%       12.53%         11.77%         2/16/94
Capitalization
Value Fund
--------------------- ----------- ----------- ----------------- -------------

Schroder MidCap        -9.30%        N/A            4.89%          8/1/97
Value Fund
--------------------- ----------- ----------- ----------------- -------------

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

CUSTODIAN

JPMorgan Chase Bank ("Chase"), 270 Park Avenue, New York, New York, 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 Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, served as custodian to the Funds.

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The Bank of New York ("BONY"), One Wall Street, 4th Floor, New York, New York 10286, serves as custodian of certain securities and other assets that may be held by the Funds from time to time in connection with repurchase agreement transactions. BONY provides custodial services with respect to such securities substantially similar to those provided by Chase.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

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

INDEPENDENT ACCOUNTANTS

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

LEGAL COUNSEL

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

SHAREHOLDER LIABILITY

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

FINANCIAL STATEMENTS

The Schedule of Investments, Statement of Assets and Liabilities, Statement of Operation, Statement of Changes in Net Assets, Financial Highlights and Notes to Financial Statements in respect of each Fund are included in the Trust's Annual Report for the fiscal year ended October 31, 2001 on Form N-30D under the Investment Company Act, filed electronically with the Securities and Exchange Commission on December 31, 2001 (File 811-7840; Accession No. 0000950135-01-504034). That information was, except as noted below, audited by PricewaterhouseCoopers LLP, the current independent accountants to the Trust, and, along with their Report of Independent Accountants included in the Annual Report, is incorporated by reference into this Statement of Additional Information. The Statement of Changes in Net Assets for the fiscal year ended October 31, 1999, and the Financial Highlights for each of the periods ended on or before October 31, 1999 included in the Annual Report,

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were audited by Arthur Andersen LLP, the former independent accountants to the Trust. Arthur Andersen LLP's Report, dated December 14, 1999, relating thereto (filed with the Securities and Exchange Commission on December 30, 1999; File No. 811-7840; Accession No. 0000912057-99-011019) is incorporated by reference into this Statement of Additional Information. PricewaterhouseCoopers LLP's and Arthur Andersen LLP's consents to the use of such information in the Registration Statement are filed as exhibits to the Registration Statement.

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APPENDIX A

RATINGS OF CORPORATE DEBT INSTRUMENTS

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

FIXED-INCOME SECURITY RATINGS

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

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

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

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

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

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

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

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

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

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

COMMERCIAL PAPER RATINGS

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

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

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

FIXED-INCOME SECURITY RATINGS

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

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

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

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

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

-26-

"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.

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

-27-

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.

-28-

PART C
OTHER INFORMATION

ITEM 23. EXHIBITS

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

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

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

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

(d)(i) Amended and Restated Management Contract dated August 9, 1994 and amended and restated as of September 15, 1999 (see Note 3).

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

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

(f) Not applicable.

(g) Global Custody Agreement between the Trust and The Chase Manhattan Bank dated as of November 5, 2001 is filed herewith.

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

(ii) Administration and Accounting Agreement among the Trust, Schroder Fund Advisors Inc. and SEI Investments Mutual Fund Services dated as of October 8, 2001 is filed herewith.

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

(i) Opinion of Ropes & Gray (see Note 3).

(j)(i) Consent of PriceWaterhouseCoopers LLP is filed herewith.

(ii) Consent of Arthur Andersen LLP is filed herewith.

(k) Not applicable.

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

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

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

(o) (i) Power of Attorney for David A. Dinkins, Sharon L. Haugh, John I.
Howell, Peter S. Knight, Alan M. Mandel, Catherine A. Mazza, William L. Means, Clarence F. Michalis, and Hermann C. Schwab (see Note 4).

(ii) Power of Attorney for Peter E. Guernsey (see Note 3).

(p) Code of Ethics for Schroder Series Trust, Schroder Investment Management North America Inc., and Schroder Fund Advisors Inc., is filed herewith.

Notes:

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

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

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

4. Exhibit incorporated by reference as filed on Post-Effective Amendment No. 14 via EDGAR on February 28, 2001, accession number 0000912057-01-006924.

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

None.

ITEM 25. INDEMNIFICATION

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

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

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

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

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

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

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

The directors and officers of the Registrant's investment adviser, Schroder Investment Management North America Inc. ("SIM N.A."), have been engaged during the past two fiscal years in no business, vocation, or employment of a substantial nature other than as directors, officers, or employees of the investment adviser or certain of its corporate affiliates, except the following, whose principal occupations during that period, other than as directors or officers of the investment adviser or certain of its corporate affiliates, are as follows: Deborah A. Chaplin, Executive Vice President and Director of SIM N.A., who was formerly Portfolio Manager at Scudder Kemper Investments; Timothy Pettlee, Executive Vice President and Director of SIM N.A., who was formerly Managing Director, U.S. Trust Company of New York; Paul Easterbrook, Senior Vice President of SIM N.A., who was formerly Senior Vice President of Hansberger Global Investors; and Sheridan Reilly, Executive Vice President of SIM N.A., who was formerly at MacKenzie Investments. The address of SIM N.A. and Schroder Fund Advisors is 787 Seventh Avenue, 34th Floor, New York, NY 10019.

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

ITEM 27. PRINCIPAL UNDERWRITERS

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

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

--------------------------------------------------------------------------------
NAME                 POSITION WITH UNDERWRITER              POSITION WITH
                                                            REGISTRANT
--------------------------------------------------------------------------------
Sharon L. Haugh      Chairman and Director                  Chairman and Trustee
--------------------------------------------------------------------------------
Catherine A. Mazza   President and Director                 Trustee, Vice
                                                            President and Vice
                                                            Chairman
--------------------------------------------------------------------------------
Alan M. Mandel       Senior Vice President and Director     Clerk, Treasurer
                                                            and Chief Financial
                                                            Officer
--------------------------------------------------------------------------------
Frances Selby        Senior Vice President and Director     None
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Mark J. Smith        Senior Vice President and Director     None
--------------------------------------------------------------------------------
Carin F. Muhlbaum    General Counsel, Vice President,       Assistant Clerk
                     Clerk and Director
--------------------------------------------------------------------------------
Barbara Gottlieb     Vice President                         None
--------------------------------------------------------------------------------
Nicholas Rossi       Assistant Vice President and           Assistant Clerk
                     Assistant Clerk
--------------------------------------------------------------------------------
Brian Murphy         Assistant Vice President               None
--------------------------------------------------------------------------------
Evett Lawrence       Associate                              None
--------------------------------------------------------------------------------

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

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

Persons maintaining physical possession of accounts, books, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are Registrant's Clerk, Alan M. Mandel; Registrant's investment adviser, Schroder Investment Management North America Inc.; Registrant's custodian, The Chase Manhattan Bank and Registrant's transfer agent and registrar, Boston Financial Data Services, Inc. The address of the clerk and investment adviser is 787 Seventh Avenue, 34th Floor, New York, New York 10019. The address of the custodian is 270 Park Avenue, New York, New York. The address of the transfer agent and registrar is Two Heritage Drive, Quincy, Massachusetts 02171.

ITEM 29. MANAGEMENT SERVICES

None.

ITEM 30. UNDERTAKINGS

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

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

NOTICE

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

SIGNATURES

Pursuant to he requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it has met all of the requirements for effectiveness of this Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, and has duly caused this Registration Statement to be signed on its behalf by the undersigned,

thereto duly authorized, in the City of New York and the State of New York, on this 28th day of January, 2002.

SCHRODER SERIES TRUST

By:  /s/ Catherine A. Mazza

Name:  Catherine A. Mazza

Title: President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on January 28, 2002.

Principal Executive Officer

By:  /s/ Catherine A. Mazza
Name:  Catherine A. Mazza

Title: President

Principal Financial and Accounting Officer

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

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

By:  /s/ Carin F. Muhlbaum
Carin F. Muhlbaum   Attorney-in-Fact*

*Pursuant to powers of attorney previously filed as exhibits to this registration statement.

EXHIBIT INDEX

(g) Global Custody Contract

(h)(ii) Administration and Accounting Agreement

(j)(i) Consent of Pricewaterhouse Coopers LLP

(ii) Consent of Arthur Andersen LLP

(p) Code of Ethics

GLOBAL CUSTODY AGREEMENT

BETWEEN

SCHRODER SERIES TRUST

AND

THE CHASE MANHATTAN BANK

CONTENTS

INTENTION OF THE PARTIES......................................................... 3
WHAT CHASE IS REQUIRED TO DO..................................................... 3
INSTRUCTIONS AND AUTHORISED PERSONS............................................. 10
BORROWINGS AND FOREIGN EXCHANGE................................................. 13
FEES EXPENSES AND OTHER AMOUNTS OWING TO CHASE.................................. 13
ELIGIBLE FOREIGN CUSTODIANS AND ELIGIBLE SECURITIES DEPOSITORIES................ 14
BROKERS AND OTHER THIRD PARTIES................................................. 18
OMNIBUS ACCOUNTS................................................................ 19
ABOUT THE PARTIES............................................................... 19
CONFLICTS OF INTEREST........................................................... 20
STANDARD OF CARE - HOW CHASE IS TO PERFORM ITS DUTIES UNDER THIS AGREEMENT...... 21
WHEN CHASE IS NOT LIABLE........................................................ 21
INDEMNITY....................................................................... 22
TERMINATION..................................................................... 23
RUSSIA.......................................................................... 24
UKRAINE......................................................................... 25
MISCELLANEOUS................................................................... 27
DEFINITIONS..................................................................... 29

SCHEDULE 1:   LIST OF ELIGIBLE FOREIGN CUSTODIANS AND MARKETS USED BY CHASE      26
SCHEDULE 2:   TAIWAN RIDER                                                       30
SCHEDULE 3:   LETTER OF INSTRUCTION FOR THE TAIWAN MARKET                        32
SCHEDULE 4:   APPROVED BROKER LIST                                               34
SCHEDULE 5:   TAIWANESE BROKER UNDERTAKING                                       35
SCHEDULE 6:   INFORMATION REGARDING COUNTRY RISK                                 44
SCHEDULE 7:   ELIGIBLE SECURITIES DEPOSITORIES                                   45
EXHIBIT A     PERSONS AUTHORISED BY THE COMPANY TO GIVE INSTRUCTIONS             36
EXHIBIT B     PORTFOLIOS OF THE FUND

This Custody Agreement is made on the 5th day of November, 2001 between THE CHASE MANHATTAN BANK ("Chase"), with a place of business at 270 Park Avenue, New York, New York and SCHRODER SERIES TRUST (the "FUND"), on behalf of each separate series of the Fund listed on Exhibit B hereto (each such series, a "PORTFOLIO") whose registered office/principal place of business is 787 Seventh Avenue, 34th Floor, New York, New York 10019.

1. INTENTION OF THE PARTIES

This Custody Agreement sets out the terms governing custody, settlement and other associated services to be provided by Chase to the Fund on behalf of each Portfolio.

2. WHAT CHASE IS REQUIRED TO DO

SET UP           A. (i) Subject to the receipt of such ACCOUNTS documentation as
                        Chase may require (including, but not limited to,
                        mandates and certified copies of the Fund's
                        constitutional documents), Chase shall open in its books
                        and records separately in the name of each Portfolio,
                        or, at the Fund's reasonable request, in any other name
                        (together the "ACCOUNTS"):

                        (a) one or more securities accounts (the "SECURITIES
                            ACCOUNTS") evidencing any shares, stocks,
                            debentures, bonds, notes, mortgages or other like
                            obligations and any certificates, receipts, warrants
                            or other instruments representing rights to receive,
                            purchase or subscribe for the same ("SECURITIES")
                            held by Chase or any branch of Chase on behalf of
                            such Portfolio or held, as described and defined in
                            Clause 6, by a Eligible Foreign Custodian or
                            Eligible Securities Depository for Chase on behalf
                            of such Portfolio; and

                        (b) one or more cash accounts (the "CASH ACCOUNTS")
                            for all cash in any currency received by Chase or
                            any Eligible Foreign Custodian or Eligible
                            Securities Depository or other agents for the
                            account of such Portfolio.

                   (ii) At the request of the Fund, further Accounts may be
                        opened in the future, which will be subject to the terms
                        of this Agreement, unless agreed in writing otherwise at
                        the time the further Account is opened.

MAINTENANCE      B. (i) Unless Instructions (as detailed in Clause 3) require
OF                      another  location acceptable to Chase:
SECURITIES
AND CASH AT             (a) Financial Assets will be held in the country or
BANK AND                    jurisdiction in which the principal trading market
SUB-LOCATIONS              for the relevant Securities is located, where such
                            Financial Assets may be presented for payment, where
                            such Financial Assets were acquired, or where such
                            Financial Assets are held; and

                        (b) cash will be held on the books of Chase or be
                            credited to accounts of institutions chosen by Chase
                            in the country or jurisdiction where such cash is
                            the legal currency for payment of public or private
                            debts.

                   (ii) Chase reserves the right to refuse to accept delivery of
                        Financial Assets or

                        cash in countries and jurisdictions other than those
                        referred to in Schedule 1 to this Agreement, which may
                        be amended by Chase from time to time, prior notice
                        being given to the Fund where practicable.

SETTLEMENT       C. (i) When Chase receives an  Instruction which includes all
OF TRADES               information required by Chase requesting settlement of
                        a trade in Financial Assets, Chase shall use reasonable
                        endeavours to effect such settlement as instructed, save
                        where Chase reasonably believes that such settlement
                        would be contrary to applicable law, regulation or
                        market practice.

                   (ii) With respect to Russia, payment for Local Russian
                        Securities shall not be made prior to the issuance by
                        the Russian Registrar Company of the Share Extract
                        relating to such Local Russian Securities. Delivery of
                        Local Russian Securities may be made in accordance with
                        the customary or established securities trading or
                        securities processing practices and procedures in
                        Russia. Delivery of Local Russian Securities may also be
                        made in any manner specifically required by Instructions
                        acceptable to Chase. The Fund shall promptly supply such
                        transaction and settlement information as may be
                        required by Chase or CMBI in connection with particular
                        transactions.

                  (iii) Delivery of Financial Assets may be made in
                        accordance with the customary or established securities
                        trading or securities processing practices and
                        procedures in the Ukraine (and the Fund expressly
                        acknowledge that delivery versus payment is not
                        typically available in the Ukraine market). Delivery of
                        Financial Assets may also be made in any manner
                        specifically required by Instructions acceptable to
                        Chase. The Fund shall promptly supply such transaction
                        and settlement information as may be requested by Chase
                        or the Ukrainian Eligible Foreign Custodian in
                        connection with particular transactions.

SEGREGATION      D. (i) Chase will identify  separately in its books the
OF ASSETS               Financial Assets that belong to each Portfolio in the
                        name of such Portfolio (save as otherwise agreed by
                        Chase and the Fund).

                   (ii) Chase will require that Eligible Foreign Custodians
                        identify in their own books that the Financial Assets
                        belong to customers of Chase (to the extent permitted by
                        applicable law, regulation or market practice).

CONTRACTUAL      E. (i) Chase may, at its discretion,  effect the following book
SETTLEMENT              entries with respect to the settlement of trades:
DATE
ACCOUNTING              (a) ON SALES: on the settlement day for the sale,
                            credit the Cash Account of the Fund with the sale
                            proceeds of the sale and transfer the relevant
                            Financial Assets to an account pending settlement of
                            the trade if not already delivered.

                        (b) ON PURCHASES: on or before the settlement day
                            for the purchase, debit the Cash Account of the Fund
                            with the settlement monies and credit a separate
                            account in the name of the Fund. At the same time
                            Chase will post the Securities Account of the Fund
                            with the expected Financial Assets with a note to
                            the effect that Chase is awaiting

                                       4

                            receipt, pending actual receipt of such Financial
                            Assets. The Fund shall not be entitled to the
                            delivery of Financial Assets which are awaiting
                            receipt until they have actually been received by
                            Chase or a Eligible Foreign Custodian.

                   (ii) Chase may (in its absolute discretion) reverse any
                        debit or credit made pursuant to paragraph (i) and the
                        Fund shall be responsible for any direct or indirect
                        costs or liabilities resulting from such reversal in the
                        absence of negligence, willful default, bad faith or
                        fraud on the part of Chase, its Eligible Foreign
                        Custodians (as described in Clause 6H(i)(b) hereof) or
                        their respective officers, employees or agents. The Fund
                        acknowledges that the procedures described in this
                        sub-clause are of an administrative nature and do not
                        amount to an agreement by Chase to make loans and/or
                        Financial Assets available to the Fund.

ACTUAL           F.    With  respect to any  transaction  for which the Fund's
SETTLEMENT             Cash Account is not credited on the  contractual
DATE                   settlement  date as  referred to in  sub-clause  E, Chase
ACCOUNTING             shall credit the Fund's Cash Account with the proceeds of
                       any sale or exchange of Securities on the date on which
                       such proceeds or Securities are received by Chase.

INCOME           G. (i) Chase will credit the Fund's Cash Account with income
COLLECTION/             and  redemption  proceeds on Financial  Assets in
AUTOCREDIT              accordance with the times notified by Chase from time to
                        time on or after the anticipated payment date,
                        net of any taxes which are required to be withheld by
                        Chase or any third party. Where no time is specified for
                        a particular market, income and redemption proceeds on
                        Financial Assets will only be credited as soon as
                        reasonably practical after actual receipt and
                        reconciliation.

                   (ii) Chase may reverse such entries upon oral or written
                        notification to the Fund that Chase reasonably believes
                        that such amount will not be received by Chase within a
                        reasonable period.

                  (iii) Neither Chase nor its Eligible Foreign Custodians
                        shall be obliged to institute legal proceedings, file a
                        claim or proof of claim in any insolvency proceeding or
                        take any action with respect to collection of interest,
                        dividends or redemption proceeds. If Chase or its
                        Eligible Foreign Custodian does not take any such action
                        with respect to the filing of a claim or proof of claim
                        in any insolvency proceeding or the collection of
                        interest, dividends or redemption proceeds, Chase will,
                        so far as reasonably practicable, take such steps as are
                        available to it to enable the Fund to take appropriate
                        action.

PRESENTA-        H. Until Chase receives Instructions to the contrary, Chase is
                    authorised to and shall:
TION OF
COUPONS/            (i) present,  upon notice to Chase,  all Financial  Assets
ISSUE OF                called for  redemption or otherwise  matured,  and all
STATEMENTS              income and interest  coupons and other income items
ETC                     which call for payment upon presentation;

                   (ii) execute in the name of the Fund such ownership and
                        other certificates as may be required to obtain payment
                        in respect of Financial Assets;

                  (iii) exchange interim or temporary documents of title
                        held in the Securities

                                       5

                        Account for definitive ones; and

                  (iv)  issue statements to the Fund monthly or at such
                        other times as are mutually agreed identifying the
                        Financial Assets in the Accounts.

CORPORATE        I. (i) When Chase receives  information or other material
ACTIONS                 intended to be transmitted to Financial  Asset holders
                        or information is generally available in New York or the
                        market where the relevant Financial Assets are held or
                        traded concerning the Financial Assets which requires or
                        may require discretionary action by the beneficial owner
                        of the Financial Assets (other than a proxy - see clause
                        2J, including but not limited to stock dividend, stock
                        split, fractional interest resulting from a rights
                        issue, subscription rights, bonus issues, stock
                        repurchase plans, warrant exercise notices, rights
                        offerings, or legal notices ("CORPORATE ACTIONS"), Chase
                        will make all reasonable endeavours to give the Fund
                        notice in English of such Corporate Actions within two
                        Business Days of such information becoming generally
                        available. For the purposes of these terms, "BUSINESS
                        DAY" means a day on which both New York and the relevant
                        local market are open. Further, so far as it is within
                        Chase's reasonable control Chase shall allow the Fund at
                        least two Business Days in which to give Instructions.
                        Notwithstanding the generality of the foregoing, if for
                        reasons outside Chase's reasonable control in setting
                        the deadline for Instructions from the Fund, Chase is
                        unable to give at least two Business Days notice to the
                        Fund, Chase will use all reasonable endeavours to inform
                        the Fund of the Corporate Action and obtain and act on
                        the Fund's Instructions.

                   (ii) Without limiting the generality of the foregoing,
                        where Chase receives an Instruction prior to its stated
                        deadline for receiving Instructions from the Fund, which
                        shall be in compliance with the terms of clause 2I(i) of
                        this Agreement, it shall act upon that Instruction. If
                        Chase does not receive an Instruction from the Fund
                        within a reasonable time prior to such stated deadline,
                        it will use all reasonable endeavours to notify the Fund
                        that it has yet to receive an Instruction and will
                        endeavour to obtain such Instruction in time for Chase
                        to take timely action including telephoning the Fund
                        prior to such stated deadline for receiving Instructions
                        in an attempt to obtain an oral Instruction. If the Fund
                        still does not provide an oral or other Instruction then
                        Chase shall contact the Fund, in accordance with
                        escalation procedures agreed between the Fund and Chase
                        (which may be amended from time to time), to notify the
                        Fund (a) that an Instruction is outstanding and (b) what
                        action Chase will take if the Instruction remains
                        outstanding and Chase is authorised to take such action
                        if an Instruction is then not received within the
                        required time period. If an Instruction from the Fund is
                        received after Chase's stated deadline but prior to the
                        deadline for responses imposed on Financial Asset
                        holders by the issuer of such Financial Assets or other
                        relevant party, Chase will make all reasonable
                        endeavours to act on the Fund's Instruction.

                  (iii) It is understood and agreed that Chase need only
                        use its reasonable efforts with respect to performing
                        the functions described in this Clause 2I with respect
                        to Local Russian Securities and Ukraine Securities.

                                       6

PROXY            J. (i) Subject to and upon the terms of this  sub-clause,
VOTING                  Chase will provide the Fund, or such other person as the
                        Fund may reasonably require, with information in English
                        which it receives on resolutions to be voted upon at
                        meetings of holders of Financial Assets
                        ("NOTIFICATIONS"), and Chase will act in accordance with
                        the Fund's Instructions, or the Instructions of such
                        other person as the Fund may reasonably require, in
                        relation to such Notifications (the "ACTIVE PROXY VOTING
                        SERVICE").

                   (ii) Chase will act upon Instructions to vote on
                        resolutions referred to in a Notification, provided
                        Instructions are received by Chase at its proxy voting
                        department by the deadline referred to in the relevant
                        Notification. Further notice will not be given, nor will
                        Chase solicit Instructions from the Fund. It is the
                        recipient's obligation to monitor the agreed means of
                        providing Notifications to determine if new
                        Notifications have been received. The Fund acknowledges
                        that in some cases the time to respond to Notifications
                        may be very limited. If information is received by Chase
                        at its proxy voting department too late to permit timely
                        voting by the Fund, or such other person as the Fund may
                        reasonably require, Chase's only obligation is to
                        provide, so far as reasonably practicable, a
                        Notification (or summary information concerning a
                        Notification) on an "information only" basis.

                  (iii) Upon request by the Fund, so far as the same is
                        available to Chase, back-up information relating to
                        Notifications (such as annual reports, explanatory
                        material concerning resolutions, management
                        recommendations or other material relevant to the
                        exercise of proxy voting rights) will be provided to the
                        Fund or such other person as the Fund may reasonably
                        require, but without translation.

                   (iv) The Fund acknowledges that Notifications and other
                        information furnished pursuant to the Active Proxy
                        Voting Service ("INFORMATION") are proprietary and may
                        be subject to various copyrights.

                    (v) In markets where the active proxy voting service is
                        not available or where Chase has not received relevant
                        documentation, Chase will not provide Notifications to
                        the Fund but will endeavour to act upon Instructions to
                        vote on resolutions at meetings of holders of Financial
                        Assets where it is reasonably practicable for Chase (or
                        its correspondent banks or nominees as the case may be)
                        to do so and where such Instructions are received in
                        time for Chase to take timely action (the "PASSIVE PROXY
                        VOTING SERVICE").

                   (vi) The Fund acknowledges that the provision of any
                        proxy voting service (whether active or passive) may be
                        precluded or restricted under a variety of
                        circumstances, including the following:

a. Financial Assets are out for registration;
b. Financial Assets conversion or another corporate action is pending;
c. local market regulations or practices or restrictions by the issuer;
d. Financial Assets are held in a margin or collateral account at Chase or another bank or broker;
e. in certain countries Chase may be unable to vote proxies except on a net basis (i.e. a net yes or no vote based on voting instructions received from all its clients). Chase will inform the Fund where this is the case.

TAX RECLAIMS K. (i) Subject to the provisions of this sub-clause, Chase will apply for a reduction of withholding tax and any refund of any tax paid or tax credits which apply in each market in respect of income payments on Securities for the benefit of the Fund which Chase believes may be available to the Fund.

(ii) The provision of a tax reclaim service by Chase in accordance with this sub-clause is conditional upon Chase receiving from the beneficial owner of the Financial Assets (a) a declaration on its identity and place of residence and (b) certain other documentation (pro forma copies of which are available from Chase). The Fund shall provide to Chase such documentation and information as it may require in connection with taxation, and warrant that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. The Fund undertakes to notify Chase promptly if any information requires updating or correcting.

(iii) Chase shall not be liable for any tax, fines or penalties payable by the Fund relating to the Accounts of the Fund, and shall be indemnified by the Fund, as for such taxes, fines or penalties, whether these result from the inaccurate completion of documents by any person acting on behalf of the Fund, or as a result of the provision to Chase or any third party of inaccurate or misleading information or the withholding of material information by the Fund or any other person acting on behalf of the Fund, or as a result of any delay of any revenue authority or any other matter beyond the control of Chase, except to the extent such taxes, fines or penalties are caused by Chase's own negligence, willful default, bad faith or fraud.

(iv) The Fund confirms that Chase is authorised to deduct from any cash received or credited to the Cash Account of the Fund any taxes or levies legally required by any revenue or governmental authority for whatever reason in respect of the Fund's Securities or Cash Accounts.

                    (v) Chase shall perform the services set out in this
                        sub-clause only with respect to taxation levied by the
                        revenue authorities of the countries notified by Chase
                        to the Fund from time to time and Chase may, by
                        notification in writing, at its absolute discretion,
                        supplement or amend the markets in which the tax reclaim
                        services are offered. Other than as expressly provided
                        in this sub-clause, Chase shall have no responsibility
                        with regard to the tax position or status in any
                        jurisdiction of the Fund.

                   (vi) The Fund confirms that Chase is authorised to
                        disclose any information required by any relevant
                        revenue authority or any governmental body having
                        jurisdiction over the Fund, or the Financial Assets
                        and/or Cash held for the Fund.

CLAIM OVER       L. Chase or any of its Eligible Foreign Custodians shall as
SECURITIES          soon as reasonably practicable provide the Fund with notice
                    of any attempt by any party to assert any claim over the
                    Financial Assets or any right or interest in the Financial
                    Assets provided that the notice gives sufficient information
                    to link the claim to an account of the Fund.

INCOME/          M. When Chase becomes aware of any dividend or redemption
REDEMPTION          announcement concerning the Fund's Financial  Assets or such
EVENTS              information is generally  available in New York or the
                    market in which the Financial Assets are held or traded
                    Chase shall promptly notify the Fund, or such other person
                    as the Fund may reasonably require, of the same.

CONTROL          N. Chase shall not release any Financial Assets into the
OVER                possession or control of a third party  except on the
SECURITIES          Instructions of the Fund in accordance with the duties and
                    responsibilities of Chase as stipulated in this Agreement.

TIME DEPOSITS    O. The Fund may direct that Chase establish time deposits in
                    such other banking institutions as may be agreed from time
                    to time between the Fund and Chase and in such amounts as
                    Chase shall be instructed by the Fund. In such event,
                    whether or not instruments representing such time deposits
                    are to be issued and delivered to Chase, Chase shall
                    maintain with respect to such time deposits appropriate
                    records as to the amounts of each such time deposit with
                    each such bank and the maturity rate and interest rate
                    relating to each such time deposit. In connection with such
                    time deposits with other banking institutions, Chase shall
                    be obligated to credit to the Fund only such amount as it
                    shall be able to recover from such other banking
                    institutions. Chase shall have no other responsibility with
                    respect to such time deposits or the selection of the
                    relevant banking institution.

                 P. In the event of the Fund placing monies belonging to the
                    Fund on time deposits with Chase, Chase shall pay interest
                    on any such deposit in accordance with normal banking
                    practice for a deposit of that term at a rate in such
                    currencies as notified to the Fund from time to time

SEGREGATED       Q. Chase shall upon receipt of Instructions establish and
ACCOUNTS            maintain a segregated account or accounts for and on behalf
                    of each Portfolio, into which account or accounts may be
                    transferred cash and/or Securities of such Portfolio (i) in
                    accordance with the provisions of any agreement among the
                    Fund on behalf of the Portfolio, Chase and a broker-dealer
                    registered under the Securities Exchange Act of 1934 and a
                    member of the National Association of Securities Dealers,
                    Inc. (or

                                       9

                    any futures commission merchant registered under the
                    Commodity Exchange Act), relating to compliance with the
                    Rules of The Options Clearing Corporation and of any
                    registered national securities exchange (or the Commodity
                    Futures Trading Commission or any registered contract
                    market), or of any similar organization or organizations,
                    regarding escrow or other arrangements in connection with
                    transactions by the Portfolio, (ii) for the purposes of
                    segregating cash or government securities in connection with
                    options purchased, sold or written by the Portfolio or
                    commodity futures contracts or options thereon purchased or
                    sold by the Portfolio, (iii) for the purposes of compliance
                    by the Portfolio with the procedures required by The
                    Investment Company Act of 1940, as amended (the "1940 ACT")
                    Release No. 10666, or any subsequent release of the
                    Securities and Exchange Commission ("SEC"), or
                    interpretative opinion of the staff of the SEC, relating to
                    the maintenance of segregated accounts by registered
                    investment companies, and (iv) for any other purpose upon
                    receipt of Instructions from the Fund on behalf of the
                    applicable Portfolio.

RECORDS          R. Chase shall with respect to each Portfolio create and
                    maintain all records relating to its activities and
                    obligations under this Agreement in such manner with
                    particular attention to Section 31 of the 1940 Act and Rules
                    31a-1 and 31a-2 thereunder. All such records shall be the
                    property of the Fund and shall at all times during regular
                    business hours of Chase be open for inspection by duly
                    authorized officers, employees or agents of the Fund and,
                    upon notice to the Fund, by employees and agents of the
                    Securities and Exchange Commission. Chase shall, at the
                    Fund's request, supply the Fund with a tabulation of
                    securities owned by each Portfolio and held by Chase and
                    shall, when requested to do so by the Fund and for such
                    reasonable compensation as shall be agreed upon between the
                    Fund and Chase, include certificate numbers in such
                    tabulations.

REPORTS TO       S. Chase shall provide the Fund, on behalf of each of the
FUND BY             Portfolios, at such times as the Fund may reasonably
INDEPENDENT         require, with reports by independent public accountants on
PUBLIC              the accounting system, internal accounting  control and
ACCOUNTS            procedures for safeguarding securities, futures contracts
                    and options on futures contracts, including securities
                    deposited and/or maintained pursuant to this Agreement; such
                    reports shall be of sufficient scope and in sufficient
                    detail as may reasonably be required by the Fund to provide
                    reasonable assurance that any material inadequacies would be
                    disclosed by such examination, and, if there are no such
                    inadequacies, the reports shall so state.

3.       INSTRUCTIONS AND AUTHORISED PERSONS

AUTHORISED       A. As used in this Agreement:
PERSONS AND
INSTRUCTIONS       (i)  the term "AUTHORISED PERSONS" means the individuals
                        designated in Exhibit A by the Fund, or the individuals
                        designated by the fund managers or advisers (the
                        "INVESTMENT MANAGERS") using a mandate acceptable to
                        Chase to act on behalf of the Fund. The Fund confirms
                        that the Investment Manager may designate individuals to
                        act on behalf of the Fund for any Fund under this
                        Agreement as if such individuals had been designated by
                        the Fund. Chase shall continue to treat as Authorised
                        Persons persons designated as such in accordance with
                        this clause until such time as Chase receives
                        Instructions from the Fund that any such individual is
                        no longer an Authorised Person. The Fund confirms that,
                        unless specified otherwise in

                                       10

                        Exhibit A or the mandate from the Investment Manager,
                        each Authorised Person shall be authorised to give any
                        Instructions (as defined in paragraph (ii) below) in
                        relation to all Securities and Cash Accounts and in
                        relation to foreign exchange transactions and shall be
                        authorised to give Instructions notwithstanding that
                        they may result in an overdraft on any Cash Account. The
                        Investment Manager shall provide the Fund with such
                        information regarding the Authorised Persons designated
                        by the Investment Manager, in accordance with this
                        clause, as the Fund may reasonably require upon request;
                        and

                   (ii) the term "INSTRUCTIONS" means instructions
                        containing all necessary information required by Chase
                        to enable Chase to carry out the Instructions received
                        by Chase via telephone, telex, TWX, bank wire, SWIFT or
                        other teleprocess or electronic instruction or trade
                        information system acceptable to Chase which Chase
                        reasonably believes in good faith to have been given by
                        Authorised Persons or which are transmitted with proper
                        testing or authentication pursuant to terms and
                        conditions which Chase may specify. Unless otherwise
                        expressly provided, all Instructions shall continue in
                        full force and effect until cancelled or superseded.

                 B. (i) The Fund acknowledges that under Taiwanese
                        applicable law and regulations, settlement must be
                        completed on a "Trade date plus one" basis and agree
                        that it shall be the Fund's sole responsibility to
                        ensure that Instructions are timely received by Chase
                        and that Chase shall have no responsibility in the event
                        that Instructions are not so timely received. In respect
                        of custody services carried out by Chase's local
                        Taiwanese Eligible Foreign Custodian in the Republic of
                        China ("ROC") Schedule 3 applies. In respect only of
                        Financial Assets held locally in Taiwan on behalf of the
                        Fund, a letter substantially in the form of Schedule 4,
                        as amended from time to time, must be provided by the
                        Fund to Chase and Chase shall be required to ensure that
                        Chase and its local Eligible Foreign Custodian comply
                        with the operating provisions stated therein. In the
                        event that Chase or such Eligible Foreign Custodian does
                        not follow such provisions, Chase shall be liable to the
                        Fund. Chase and the Fund agree that Chase's liability to
                        the Fund pursuant to this Clause shall be determined
                        upon the direct and foreseeable consequences of the acts
                        and/or omissions of Chase or its local Taiwanese
                        Eligible Foreign Custodian.

                   (ii) The Fund agrees to deliver or cause to be delivered
                        to Chase, upon request, copies of all its agreements
                        with the brokers listed in Schedule 5.

                  (iii) The Fund acknowledges that Instructions should
                        contain all necessary information required by Chase to
                        enable Chase to carry out the Instructions in question.

CONFIRMA-        C. Any Instructions delivered to Chase by telephone shall
TION OF ORAL        promptly thereafter be confirmed in writing by an Authorised
INSTRUCT-           Person (which confirmation may bear the facsimile signature
IONS/               of such person). Chase is authorised to reasonably follow
SECURITY            such Instructions notwithstanding the failure of the
DEVICES             Authorised Person to send such confirmation in
                    writing or the failure of such confirmation to conform to
                    the telephone Instructions received. Either party may
                    electronically record any Instructions given by telephone,
                    and any other telephone discussions. The Fund

                                       11

                    shall be responsible for safeguarding any test keys,
                    identification codes or other security devices which Chase
                    shall make available to the Fund or any Authorised Person.

ACTING ON        D. The Fund authorises Chase to accept and reasonably act upon
INSTRUC-            any Instructions received by it in accordance with this
TIONS/              Agreement without inquiry. Chase may (without  prejudice
UNLCEAR             to the  foregoing)  seek  clarification  or  confirmation
INSTRUCTIONS        of an  Instruction  from  an Authorised Person and in  the
                    event that it does so shall seek such clarification or
                    confirmation as soon as reasonably practicable. Chase may
                    decline to act upon an Instruction if it reasonably and
                    timely requests clarification or confirmation with respect
                    to such Instruction and does not receive clarification or
                    confirmation reasonably satisfactory to it. In the event
                    that Chase does seek clarification or confirmation as soon
                    as reasonably practical Chase shall not be liable for any
                    loss arising from any delay whilst it obtains such
                    clarification or confirmation from an Authorised Person or
                    from exercising its right to decline to act in the absence
                    of such clarification or confirmation, to the extent such
                    liability or loss is not caused by Chase's own negligence,
                    willful default, bad faith or fraud.

INSTRUCTIONS     E. Chase need not act upon Instructions which it reasonably
CONTRARY TO         believes to be contrary to law, regulation or market
LAW/ MARKET         practice but is under no duty to investigate whether any
PRACTICE            Instructions comply with any applicable law, regulation or
                    market practice. Chase shall be entitled (but not bound), if
                    it deems possible to do so to amend an Instruction (but only
                    in an administrative respect and not by way of exercising
                    any investment decision in respect of that Instruction) in
                    such a manner to comply with what Chase reasonably believes
                    to be applicable law, regulation or market practice. Chase
                    shall immediately notify the Fund in the event that it
                    determines not to act on an Instruction.

OTHER            F. If Chase receives an Instruction that it cannot
MATTERS             reasonably process (including, without limitation, an
                    Instruction to deliver a security which is not held in the
                    relevant Account or is not held in a deliverable form;
                    Instructions to purchase a security in a market where Chase
                    is not able to process trades for the Fund or an Instruction
                    which Chase, acting reasonably, declines to act upon), Chase
                    will notify the Fund or such person as the Fund may
                    designate, of the fact that Chase believes an Instruction to
                    be unprocessable. Such notification shall be given within 24
                    hours of the time that Chase received the Instruction that
                    it believes to be unprocessable. If such Instruction is
                    received by Chase after its cut-off time (as advised to the
                    Fund from time to time) on any day, it shall be deemed to
                    have been received, for the purposes of this paragraph, as
                    of the start of business in New York on the next Business
                    Day following receipt. If the 24 hour period following
                    receipt would expire on a day that is not a Business Day, it
                    shall be deemed to expire at the same time of day on the
                    next Business Day.

                 G. If Chase is advised that a counterparty has instructions
                    to settle a trade with Chase, or any of its Eligible Foreign
                    Custodians, which Chase has identified as being for the
                    account of the Fund and Chase does not have corresponding
                    Instructions from the relevant Authorised Person (a "BROKER
                    ALLEGED TRADE"), Chase will notify the relevant Authorised
                    Person of the Broker Alleged Trade within 24 hours of Chase
                    becoming aware of such Broker Alleged Trade. If such 24 hour
                    period would expire on a day that is not a Business Day, it
                    shall be deemed to expire at the same time of day on the
                    next Business Day.

                                       12

                 H. For the purposes of Clause 2I, Clause 3F and 3G above
                    "BUSINESS DAY" shall mean a day (other than a Saturday) on
                    which banks are open in New York for the transaction of
                    business of the nature contemplated herein.

STATEMENTS       I. (a) Chase will at any time at the  Fund's request deliver to
AND                     the Fund as soon as reasonably practicable a statement
ADVICES                 of the Securities held by it or to its order  on behalf
                        of the Fund.

                    (b) A certificate or statement by Chase as to any
                        Liabilities or any Financial Assets or cash held in any
                        account for the Fund shall be conclusive in the absence
                        of error. Prices and other information contained in any
                        statement sent to the Fund will be obtained from sources
                        Chase believes to be reliable. Chase does not, however,
                        make any representation as to the accuracy of such
                        information, nor that the prices specified necessarily
                        reflect the proceeds that would be received on a
                        disposal of the relevant Financial Assets. References in
                        this Agreement to statements include any statements in
                        electronic form.

4.       BORROWINGS AND FOREIGN EXCHANGE

OVERDRAFTS       A. Overdrafts
BEAR
INTEREST AT         If a debit to any currency in the Cash  Account of the Fund
NORMAL              results in a debit  balance in that  currency  then Chase
RATES               may, at its  discretion,  advance an amount  equal to the
                    overdraft and such an advance shall be deemed a loan to the
                    Fund, payable on demand, bearing interest at the rate
                    charged by Chase for similar overdrafts from time to time
                    from the date of such advance to the date of payment (both
                    after as well as before judgement) and otherwise on the
                    terms on which Chase makes similar overdrafts available from
                    time to time.

FX FACILITIES    B. Foreign Exchange Transactions
MAY BE GIVEN
AT CHASE'S          To facilitate the administration of the Fund's trading and
DISCRETION          investment activity, Chase is  authorised at its discretion
                    to enter into spot or forward foreign exchange contracts
                    with the Fund in connection with the Fund and may also
                    provide foreign exchange contracts and facilities through
                    its affiliates or Eligible Foreign Custodians provided that
                    the Fund shall always receive a market rate reasonably
                    prevailing on the date of the transaction for transactions
                    of similar size. Instructions, including standing
                    instructions, may be issued with respect to such contracts
                    but Chase may establish Rules or limitations concerning any
                    foreign exchange facility made available. In all cases where
                    Chase, its affiliates or Eligible Foreign Custodians enter
                    into a foreign exchange contract related to any Account, the
                    terms and conditions then current for foreign exchange
                    contracts of Chase, its affiliates or Eligible Foreign
                    Custodians and, to the extent not inconsistent, this
                    Agreement, shall apply to such transaction.

5.       FEES EXPENSES AND OTHER AMOUNTS OWING TO CHASE

FEES-            A. The Fund will pay Chase for its services under this
CHASE               Agreement. The Fee shall be such amount as may be agreed
AUTHOR-             upon in writing, together with Chase's reasonable
ISED TO             out-of-pocket or incidental expenses, including, but not
                    limited to, legal fees.

                                       13

DEDUCT              Chase may increase such fees only with the written consent
FEES                of the Fund. If authorized in writing by an officer of the
                    Fund, Chase may deduct such amounts owing to it by the Fund
                    from the Fund's Cash Account monthly in arrears.

                 B. In the event of termination of this Agreement, Chase
                    shall be entitled to receive a proportionate amount of fees
                    due to it calculated on a pro-rata basis up to and including
                    the date of termination.

CHASE'S         C.  Chase agrees that it waives its rights to any liens or other
RIGHTS OVER         security interest over any Financial Assets held for the
SECURITIES          Fund that may arise under applicable law save for the
                    limited right of sale specified in Clause 14.

CHASE HAS A     D.  Following a reasonable period of notice, Chase may set off
RIGHT OF            against any amount owing by the Fund under this Agreement in
SET OFF             respect of the account of the Fund any currency standing to
                    the credit of any of the Fund's accounts whether current,
                    deposit or otherwise. For this purpose, Chase shall be
                    entitled to accelerate the maturity of any fixed term
                    deposits and to effect such currency conversions as may be
                    necessary at its current rates for the sale and purchase of
                    the relevant currencies.

6. ELIGIBLE FOREIGN CUSTODIANS AND SECURITIES DEPOSITORIES

DELEGATION       A. The Fund's Board of Trustees (hereinafter "BOARD") hereby
PURSUANT TO         delegates to Chase, and, except as to the country or
RULE                countries  as to which  Chase may, from time to time, advise
17F-5               the Fund that it does not accept such delegation, Chase
                    hereby accepts the delegation to it, of the obligation to
                    perform as the Fund's "Foreign Custody Manager" (as that
                    term is defined in SEC Rule 17f-5(a)(3) as promulgated under
                    the 1940 Act, including for the purposes of: (I) selecting
                    "Eligible Foreign Custodians" (as the term is defined in SEC
                    Rule 17f-5(a)(I), as amended from time to time, or that have
                    otherwise been exempted pursuant to an SEC exemptive order)
                    to hold the Fund's "Foreign Assets" (as that term is defined
                    in SEC Rule 17f-5(a)(1)), (ii) evaluating the contractual
                    arrangements with such Eligible Foreign Custodians (in
                    accordance with SEC Rule 17f-5(c)(2)), and (iii) monitoring
                    such foreign custody arrangements (in accordance with SEC
                    Rule 17f-5(c)(3)).


DUTIES OF       B.  In connection with the foregoing, Chase shall:
FOREIGN
CUSTODY             (i) provide written reports notifying the Fund's Board
MANAGER                 of the placement of the Fund's Foreign Assets with
                        particular Eligible Foreign Custodians and of any
                        material change in the arrangements with such Eligible
                        Foreign Custodians, with such reports to be provided to
                        the Fund's Board at such times as the Board deems
                        reasonable and appropriate based on the circumstances of
                        the Fund's foreign custody arrangements (and until
                        further notice from the Fund such reports shall be
                        provide not less than quarterly with respect to the
                        placement of the Fund's Foreign Assets with particular
                        Eligible Foreign Custodians and with reasonable
                        promptness upon the occurrence of any material change in
                        the arrangements with such Eligible

Foreign Custodians);

(ii) exercise reasonable care, prudence and diligence in performing as the Fund's Foreign Custody Manager as a person having responsibility for the safekeeping of the Fund's Foreign Assets would exercise;

(iii) in selecting an Eligible Foreign Custodian, first have determined that the Fund's Foreign Assets placed and maintained in the care of such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of the Fund's Foreign Assets, including, without limitation, those factors set forth in SEC Rule 17f-5(c)(1)(i)-(iv);

(iv) ensure that the Fund's arrangement with each Eligible Foreign Custodian is governed by a written contract that Chase has determined will provide reasonable care for the Fund's Foreign Assets based on the standards specified in SEC Rule 17f-5(c)(1) and contains at least the provisions required by SEC Rule 17f-5(c)(2); and

(v) has established a system to monitor the continued appropriateness of maintaining the Fund's Foreign Assets with particular Eligible Foreign Custodians under SEC Rule 17f-5(c)(1) and of the governing contractual arrangements under SEC Rule 17f-5(c)(2); it being understood, however, that Chase shall promptly advise the Fund if the Fund's arrangements with an Eligible Foreign Custodian no longer meet the requirements of SEC Rule 17f-5 and shall then act in accordance with the Instructions of the Fund with respect to the disposition of the affected Foreign Assets.

Subject to subclause B(i)-(v) above, Chase is hereby authorized to place and maintain the Fund's Foreign Assets with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by Chase.

C. Except as expressly provided herein, the Fund shall be solely responsible to assure that the maintenance of the Fund's Foreign Assets hereunder complies with the Rules, regulations, interpretations and exemptive orders as promulgated by or under the authority of the SEC.

D. Chase represents to the Fund that it is a "U.S. BANK" as defined in SEC Rule 17f-5(a)(7) and will promptly notify the Fund in the event that it is no longer a U.S. Bank. The Fund represents to Chase that: (a) its Foreign Assets being placed and maintained in Chase's custody are subject to the 1940 Act; and (b) its Board has determined that it is reasonable to rely on Chase to perform as the Fund's Foreign Custody Manager. Nothing contained herein shall require Chase to make any selection or to engage in any monitoring on behalf of the Fund that would entail consideration of Country Risk.

E. Chase shall provide to the Fund such information relating to Country Risk as is specified in Schedule 6 hereto. The Fund hereby acknowledges that: (a) such information is solely designed to inform the Fund of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (b) Chase has gathered the information from sources it considers reliable, but that Chase shall have no responsibility for inaccuracies or incomplete information.

U.S.             F. Chase and each Eligible Foreign Custodian may deposit
SECURITIES          Securities with, and hold Securities in, any Eligible
DEPOSITORIES        Securities Depository, settlement system, dematerialized
                    book entry system or similar system (together a "U.S.
                    ELIGIBLE SECURITIES Depository") on such terms as such
                    systems customarily operate. Chase will provide the Fund
                    with market information containing details of such U.S.
                    Securities Depositories from time to time.


USE OF           G. (i) Chase shall provide to the Fund and its investment
ELIGIBLE                advisers an analysis of the custody risks associated
SECURITIES              with maintaining the Fund's Foreign Assets with each
DEPOSITORIES            Eligible Securities Depository (as defined in SEC Rule
PURSUANT                17f-7(b)(1)(i)-(vi) of the 1940 Act, or that has
TO RULE 17F-7           otherwise been made exempt pursuant to an SEC order)
                        used by Chase as of the date hereof (or, in the case of
                        an Eligible Securities Depository not used by Chase as
                        of the date hereof, prior to the initial placement of
                        the Fund's Foreign Assets at such depository) and at
                        which any Foreign Assets of the Fund are held or are
                        expected to be held. The foregoing analysis will be
                        provided to the Fund and its investment adviser at
                        Chase's Website (www.Chase.com.) In connection with the
                        foregoing, the Fund shall notify Chase of any Eligible
                        Securities Depositories at which it does not choose to
                        have its Foreign Assets held. Chase shall monitor the
                        custody risks associated with maintaining the Fund's
                        Foreign Assets at each such Eligible Eligible Securities
                        Depository on a continuing basis and shall promptly
                        notify the Fund or its investment adviser of any
                        material changes to such risks.

                   (ii) Chase shall exercise reasonable care, prudence and
                        diligence in performing the requirements set forth in
                        Subclause B(i) above.

                  (iii) Based on the information available to it in the
                        exercise of diligence, Chase shall determine the
                        eligibility under SEC Rule 17f-7 of each depository
                        before including it as an Eligible Securities Depository
                        on Schedule 7 hereto and Chase shall ensure that the
                        Fund (or its duly-authorized investment manager or
                        investment adviser) receives prompt and sufficient
                        information hereunder if and when a custody arrangement
                        with an Eligible Securities Depository no longer meets
                        the requirements of Rule 17f-7, so that the Foreign
                        Assets may be withdrawn from the depository as soon as
                        reasonably practicable thereafter in accordance with
                        section (a)(2) of Rule 17f-7. (Eligible Securities
                        Depositories used by Chase as of the date hereof are set
                        forth in Schedule 7 hereto, and as the same may be
                        amended on notice to the Fund from time to time.)

                   (iv) At the request of the Fund, Chase may, but need
                        not, add to Schedule 1 an Eligible Foreign Custodian
                        where Chase has not acted as Foreign Custody Manager
                        with respect to the selection thereof. Chase shall
                        notify the Fund in the event that it elects to add any
                        such entity.

LIABILITY FOR H. Chase shall not be liable for any loss resulting from:

EIGIBLE
FOREIGN             (i) the insolvency of any Eligible Foreign Custodian
CUSTODIANS              which is not a branch or affiliate of Chase; or
AND U.S.
SECURITIES         (ii) any act of any Eligible Foreign Custodian, save
DEPOSITORIES            where such loss results from an error or omission by the
                        Eligible Foreign Custodian or the failure by the
                        Eligible Foreign Custodian to use reasonable care in the
                        provision of custodial services by it in accordance with
                        the standards prevailing in the relevant market or from
                        the fraud, willful default or negligence (measured in
                        accordance with the standards prevailing in the relevant
                        market) of such Eligible Foreign Custodian in the
                        provision of custodial services by it; or

                  (iii) any act, omission or insolvency of any U.S.
                        Eligible Securities Depository or Eligible Securities
                        Depository.


HOLDING OF       I. (i) Chase is authorised to hold:
REGISTERED
AND BEARER              (a) in bearer form, such  Securities as are customarily
SECURITIES                  held in bearer form; and

                        (b) subject to subsection (ii) below, registered in
                            the name of (at Chase's discretion) the Fund, Chase,
                            a Eligible Foreign Custodian or any nominee of Chase
                            or a Eligible Foreign Custodian, such Financial
                            Assets as are customarily held in registered form.

                   (ii) although Securities will ordinarily be registered
                        in the name of a nominee, Chase may from time to time
                        (due to the nature of law or market practice, where it
                        is in the Fund's best interest or it is not feasible to
                        do otherwise) register or record securities in the name
                        of an Eligible Foreign Custodian or Chase itself with
                        prior notice to the Fund of such registration or
                        recordings, other than where in Chase's reasonable
                        opinion the giving of such prior notice may result in a
                        delay which could jeopardise the protection of the
                        assets of the Fund, in which case notice will be given
                        as soon as reasonably practical following such
                        registration or recording (provided however, that any
                        registration of Securities in the name of an Eligible
                        Foreign Custodian or Chase indicates such Financial
                        Assets are held for the benefit of customers and not, in
                        any event, for the benefit of Chase or any Eligible
                        Foreign Custodian or foreign securities system or any
                        nominee thereof). If Securities are registered in
                        Chase's name the Securities in question may not be
                        segregated from assets of Chase and in the event of
                        default by Chase, customers' assets may not be as well
                        protected. Arrangements with the Eligible Foreign
                        Custodians are such that Chase's customer securities
                        with them must be in a separate account containing
                        assets belonging only to the customers of Chase and not
                        Chase's proprietary assets. In any event, Chase will
                        notify the Fund of the registration name used in respect
                        of Securities.

                  (iii) in the absence of negligence, wilful default or
                        fraud on its part Chase shall not be liable for any loss
                        suffered howsoever caused as a result of an Instruction
                        to hold Securities with, or have them registered in the
                        name of, any person not chosen by Chase.

                                       17

                 J. Neither Chase nor CMBI shall assume responsibility for, and
                    neither shall be liable for, any action or inaction of any
                    Russian Registrar Company and no Russian Registrar Company
                    shall be, or shall be deemed to be, Chase, CMBI, a Eligible
                    Foreign Custodian, a Eligible Securities Depository or the
                    employee, agent or personnel of any of the foregoing. To the
                    extent that CMBI employs agents to perform any of the
                    functions to be performed by Chase or CMBI with respect to
                    Local Russian Securities, neither Chase nor CMBI shall be
                    responsible for any act, omission, default or for the
                    solvency of any such agent unless the appointment of such
                    agent was made with Russian/Ukraine Negligence or in bad
                    faith except that where Chase or CMBI uses (i) an affiliated
                    nominee or (ii) an agent to perform the share registration
                    or share confirmation functions described at paragraphs
                    (a)-(e) on pages 5-6 of the No-Action Letter, and, to the
                    extent applicable to CMBI, the share registration functions
                    described on pages 2-3 of the No-Action Letter, Chase and
                    CMBI shall be liable to the Fund as if CMBI were responsible
                    for performing such services itself.

                 K  Delegation by Chase to the Ukrainian Eligible Foreign
                    Custodian shall not relieve Chase of any responsibility to
                    the Fund for any loss due to such delegation, and Chase
                    shall be liable for any loss or claim arising out of or in
                    connection with the performance by the Ukrainian Eligible
                    Foreign Custodian of such delegated duties to the same
                    extent as if Chase had itself provided the custody services
                    hereunder. In connection with the foregoing, neither Chase
                    nor the Ukrainian Eligible Foreign Custodian shall assume
                    responsibility for, and neither shall be liable for, any
                    action or inaction of any Registrar Company or Ukrainian
                    Eligible Securities Depository and no Registrar Company or
                    Ukrainian depository shall be, or shall be deemed to be,
                    Chase, the Ukrainian Eligible Foreign Custodian, a Eligible
                    Foreign Custodian, or the employee, agent or personnel of
                    any of the foregoing. In addition, no Registrar Company
                    shall be deemed to be a Eligible Securities Depository. To
                    the extent that the Ukrainian Eligible Foreign Custodian
                    employs agents to perform any of the functions to be
                    performed by Chase or the Ukrainian Eligible Foreign
                    Custodian with respect to Ukrainian Securities, neither
                    Chase nor the Ukrainian Eligible Foreign Custodian shall be
                    responsible for any act, omission, default or for the
                    solvency of any such agent unless the appointment of such
                    agent was made with Russian/Ukraine Negligence or in bad
                    faith, except that where Chase or the Ukrainian Eligible
                    Foreign Custodian uses (i) an affiliated nominee or (ii) an
                    agent to perform the share registration or share
                    confirmation functions described in paragraphs (a)-(e) on
                    pages 5-6 of the No-Action Letter, and, to the extent
                    applicable by extension to the Ukrainian Eligible Foreign
                    Custodian, the share registration functions described on
                    pages 2-3 of the No-Action Letter, Chase and the Ukrainian
                    Eligible Foreign Custodian shall be liable to the Fund as if
                    the Ukrainian Eligible Foreign Custodian were responsible
                    for performing such services itself.

7.       BROKERS AND OTHER THIRD PARTIES

BROKER/          A. Chase shall not be responsible for any loss solely resulting
THIRD PARTY         from a failure by any broker or any other third party beyond
DEFAULT             the control of Chase. In particular, if a broker or any
                    third party defaults on any obligation to deliver Securities
                    or pay

                    cash, Chase shall have no liability to the Fund for such
                    non-delivery or payment in the absence of Chase's own
                    negligence, willful default, bad faith or fraud. Payments of
                    income and settlement proceeds are at the risk of the
                    account. If Chase, at the request of the Fund, appoints a
                    broker or agent to effect any transaction on behalf of the
                    Fund, Chase shall have no liability whatsoever in respect of
                    such broker's duties or its actions, omissions or solvency
                    unless, if Chase selects such broker or agent, Chase fails
                    to exercise reasonable care in such selection.

DELIVERY         B. Absent Chase's own negligence, willful default, bad faith
TO BROKERS          or fraud, Chase shall not be liable for losses arising from
                    a proper Instruction to deliver Securities or cash to a
                    broker, even if Chase might have information tending to show
                    that this course of action, or the choice of a particular
                    broker for a transaction, was unwise.

8. OMNIBUS ACCOUNTS

The Fund authorises Chase or its Eligible Foreign Custodian to hold Financial Assets in fungible accounts and will accept delivery of Financial Assets of the same class and denomination as those deposited with Chase or its Eligible Foreign Custodian.

9. ABOUT THE PARTIES

THE PARTIES      A. The Fund represents and warrants that:
STATE THAT
THEY HAVE           (i) it has full authority and power, and has obtained
FULL                    all necessary authorisations and consents, to deposit
AUTHORITY               and control the Financial Assets and cash in the
TO PERFORM              Accounts, to appoint and to use Chase as custodian in
UNDER THIS              accordance with the terms of this Agreement and to
AGREEMENT               borrow money and enter into foreign exchange
                        transactions provided always that it shall be the duty
                        of the Fund and not Chase to ensure that there is no
                        breach of any limit imposed on the Fund;

                   (ii) this Agreement is its legal, valid and binding
                        obligation, enforceable in accordance with its terms and
                        it has full power and authority to enter into and has
                        taken all necessary action to authorise the execution of
                        this Agreement;

                  (iii) it has not relied on any oral or written representation
                        made by Chase or any person on its behalf except as
                        contained in this Agreement and acknowledges that this
                        Agreement sets out to the fullest extent the duties of
                        Chase;

                   (iv) the Financial Assets and cash deposited in the
                        Accounts are not subject to any encumbrances or security
                        interest whatsoever, other than a security interest that
                        may be created in favor of Chase, and the Fund
                        undertakes that, so long as Liabilities are outstanding,
                        it will not create or permit to subsist any such
                        encumbrance or security interest over Financial Assets
                        or cash, without prior notification to Chase of the
                        same, and in any event, Chase shall not be liable if
                        performance of its obligations under this Agreement is
                        prevented or impeded because of the existence of any
                        such encumbrance or security.

                                       19

                 B. Chase represents and warrants that:

                    (i) it has full authority and power, and has obtained
                        all necessary authorisations and consents, to act as
                        custodian in accordance with the terms of this
                        Agreement;

                   (ii) this Agreement is its legal, valid and binding
                        obligation, enforceable in accordance with its terms and
                        it has full power and authority to enter into and has
                        taken all necessary action to authorise the execution of
                        this Agreement;

                  (iii) it has not relied on any oral or written representation
                        made by the Fund or any person on its behalf except as
                        contained in this Agreement and acknowledges that this
                        Agreement sets out to the fullest extent the duties of
                        the Fund;

                   (iv) as specified in Clause 5C, Chase waives its rights to
                        any liens or other security interest over any Securities
                        held for the Fund that may arise under the applicable
                        law, save for the limited right of sale specified in
                        Clause 14.

10. CONFLICTS OF INTEREST

CHASE

PROVIDES         Provided that nothing in this Clause herein shall be taken
DIVERSE          as authorising Chase to contravene any and all applicable
FINANCIAL        laws, the Fund hereby authorises Chase to act hereunder
SERVICES AND     notwithstanding that:
MAY
GENERATE        (i) Chase or any of its divisions, branches or affiliates may
PROFITS AS A        have a material interest in the transaction or that
RESULT              circumstances are such that Chase may have a potential
                    conflict of duty or interest including the fact that Chase
                    or any of its affiliates may:

                    (a) act as a market maker in the Financial Assets to which
                        the Instructions relate;

                    (b) provide broking services to other clients;

                    (c) act as financial adviser to the issuer of such Financial
                        Assets;

                    (d) act in the same transaction as agent for more than one
                        client;

                    (e) have a material interest in the issue of the Financial
                        Assets; or

                    (f) earn profits from any of the activities listed herein.



CHASE NO       (ii) Chase or any of its divisions, branches or affiliates may be
DUTY TO             in possession of information tending to show that the
ADVISE IF IT IS     Instructions received may not be in the best interests of
AWARE THAT          the Fund. Chase is not under any duty to disclose any such
INSTRUCTIONS        information.

MAY BE
UNWISE

11. STANDARD OF CARE - HOW CHASE IS TO PERFORM ITS DUTIES UNDER THIS AGREEMENT

REASONABLE       A. Except to the extent that a higher standard of care applies
CARE                pursuant to Clause 6 of this Agreement, Chase will use
                    reasonable care in performing its obligations under this
                    Agreement and Chase will look after assets with the same
                    degree of care as it does for its own similar assets in the
                    relevant market provided that Chase shall exercise at least
                    the degree of skill and care of a prudent professional
                    custodian for hire. It is understood and agreed, however,
                    that for Local Russian Securities Chase's safekeeping
                    responsibilities shall be limited to safekeeping of relevant
                    Share Extracts. It is understood and agreed that for Ukraine
                    Securities Chase's responsibility shall be limited to the
                    safekeeping of the relevant Share Extracts and Depository
                    Extracts.

CHASE CAN        B. Chase shall be entitled to rely on, and may act upon the
TAKE ADVICE         advice of external professional advisers in relation to
                    matters of law, regulation or market practice (which may be
                    the external professional advisers of the Fund), and shall
                    not be liable to the Fund for any action reasonably taken or
                    omitted pursuant to such advice, save to the extent that
                    Chase is able to recover from such external professional
                    advisers in respect of negligent advice given.

INSURANCE        C. Chase need not maintain any insurance cover for the benefit
                    of the Fund but, at the request of the Fund, Chase will
                    confirm to the Fund details of the insurance policy(ies)
                    (commonly referred to as a "FINANCIAL INSTITUTIONAL BOND")
                    between Chase and its insurers providing in the aggregate
                    coverage in an amount not less than US$140,000,000 and
                    insurance policy(ies) providing at least S$140,000,000 cover
                    for securities in transit in the custody of any employee or
                    designated messenger of Chase.

12.      WHEN CHASE IS NOT LIABLE

MARKET AND       A. Investing in foreign markets may be a risky enterprise. The
COUNTRY RISK        holding of assets and cash in foreign jurisdictions may
                    involve risks of loss or other special features. Chase
                    accepts no liability whatsoever for any loss which results
                    solely from:

                    (i) the general risks of investing; or

                   (ii) Country Risk.

FORCE            B. Chase shall have no liability for any damage, loss, expense
MAJEURE             or liability of any nature which the Fund may suffer or
                    incur, caused by an act of God, fire, flood, civil or labour
                    disturbance (save where the labour disturbance occurs within
                    Chase or any Eligible Foreign Custodian which is a branch or
                    affiliate of Chase in circumstances which are within its
                    reasonable control), act of any governmental authority or
                    other act or threat of any authority (de jure or de facto),
                    legal constraint, fraud or forgery (other than by Chase or
                    its Eligible Foreign Custodian), malfunction of equipment
                    (including, without limitation any computer or related
                    software other than Chase's own computers or software or
                    those of its Eligible Foreign Custodians), failure of or the
                    effect of Rules or operations of any funds transfer system,
                    inability to obtain or interruption of communications
                    facilities, or any cause beyond the reasonable control of
                    Chase (including without limitation, the non-availability of
                    appropriate foreign exchange).

                                       21

ACTING           C. Chase shall not be liable for acting on what it reasonably
REASONABLY          and in good faith believes to be Instructions or in relation
AND IN GOOD         to notices, requests, waivers, consents, receipts, corporate
FAITH               actions or other documents which Chase reasonably and in
                    good faith believes to be genuine and to have been given or
                    signed by the appropriate parties. In respect of the
                    undertaking given by brokers for Taiwanese Securities as
                    detailed in Schedule 3 Chase shall not be liable for acting
                    on an undertaking which it reasonably and in good faith
                    believes to be genuine and to have been given or signed by
                    the appropriate parties.

INVALID         D.  In the absence of negligence, wilful default, fraud or bad
SECURITIES          faith on its part, Chase shall not be liable to the Fund for
                    the collection, deposit or credit of invalid, fraudulent or
                    forged Securities.

DELIVERIES      E.  Chase shall effect all transactions for each account on a
                    delivery versus payment basis except that, in the absence of
                    negligence, wilful default, fraud or bad faith on its part,
                    Chase shall not be liable for losses arising out of
                    effecting Instructions for delivery or payment against an
                    expectation of receipt, save where such delivery or payment
                    was contrary to local market practice or with respect to
                    Local Russian Securities, where it is agreed that payment
                    shall not be made prior to the issuance of the Share Extract
                    relating to such Local Russian Securities. Notwithstanding
                    the foregoing, if the Fund wishes to give Instructions to
                    Chase to settle a trade other than in accordance with local
                    market practice, the Fund will signify this to Chase in the
                    manner agreed from time to time in which case Chase may
                    decline to accept such Instructions to the extent provided
                    for in Clauses 3D and 3E. Chase shall use all reasonable
                    endeavours to comply with such Instructions.

CASES WHEN       F. Except as provided in Clause 6, Chase shall only be liable
CHASE IS NOT        to the Fund to the extent Chase or its officers, employees
LIABLE              or agents have been fraudulent, negligent, or are in wilful
                    default, of its or their duties as set out in this Agreement
                    and to the extent provided for in Clause 6H. Chase and the
                    Fund agree that Chase's liability to the Fund shall be
                    determined based upon the direct and foreseeable
                    consequences of Chase's fraudulence, negligence, wilful
                    default or bad faith or Chase's liability for Eligible
                    Foreign Custodians as described in Clause 6H.

13.  INDEMNITY

THE FUND TO      A. Save in respect of fraud, negligence, willful default or bad
INDEMNIFY           faith of Chase or its officers, employees or agents, and
CHASE               save in respect of any action of any Eligible Foreign
                    Custodian for which Chase is liable pursuant to Clause 6H,
                    the Fund undertakes to indemnify Chase and its nominees, and
                    to keep them indemnified, from

                    (i) any costs, calls, losses, taxes and other matters for
                        which Chase or any of its agents, Eligible Foreign
                        Custodians or nominees becomes liable or arising as a
                        direct or indirect result of their status as a holder of
                        record of Financial Assets on behalf of the Fund; and

                   (ii) any other claims, losses, liabilities, costs and
                        expenses arising under or in connection with this
                        Agreement.

14. TERMINATION

This Agreement shall continue in effect until termination as provided herein, and may be amended at any time by a written instrument signed by both parties.

A. (i) Either of the Fund or Chase may terminate this Agreement on 90 days' notice in writing to the other party, PROVIDED THAT all applicable legal and regulatory requirements are satisfied, namely that a replacement custodian be appointed within 90 days of such termination and that until such replacement is appointed, Chase shall take all necessary steps to ensure the good preservation of the interests of the Fund.

(ii) In the case of termination by Chase, the Fund shall use its best endeavours to appoint a new custodian as set forth in Clause 14A(i) above within the 90-day period specified in such clause. Chase shall, in the event of such termination, deliver or cause to be delivered to any succeeding custodian, the Fund's Financial Assets and cash.

B. In the event of notice of termination of this Agreement being given under sub-clause A above, the following shall apply:

(i) Chase shall be entitled to deduct any amounts owing to it by the Fund prior to delivery of the Financial Assets and cash to the replacement custodian (and accordingly, Chase shall, with the prior written consent of the Fund, such consent not to be unreasonably withheld be entitled to sell Financial Assets pertaining to the Fund and apply the sale proceeds in satisfaction of such amounts owing to it); and

(ii) if the Fund does not appoint a replacement custodian within the 90-day period anticipated by sub-clause A above, Chase shall, following expiry of one further month, be entitled to exercise the rights conferred by Clause 14B(i) above; and

(iii) termination shall not affect any of the liabilities any party owes to the other arising under this Agreement prior to such termination.

C. This Agreement may be terminated by the Fund, forthwith, if at any time:

(a) Chase shall go into liquidation (except voluntary liquidation for the purposes of reconstruction or amalgamation upon terms previously agreed in writing by the Company), or commit any other act of bankruptcy, or if a receiver is appointed over any of the assets of Chase;

(b) Chase shall commit any material breach of its obligations under this Agreement and, if capable of remedy, Chase fails to make good such breach within 45 days of receipt of notice from the Fund requiring it to do so:

(c) Chase's supervisory authority shall, as a result of a wrongful act or omission by Chase, withdraw or fail to renew Chase's authorisation to act as a bank or as a custodian of assets such that Chase is no longer permitted to act as custodian hereunder and it is mandatory that the Fund appoints a new custodian; or

(d) Chase is no longer eligible to serve as the Fund's Foreign Custody Manager under SEC Rule 17f-5 or to perform its delegated responsibilities under SEC Rule 17f-7.

15. RUSSIA

A. (i) Chase will advise the Fund (and will update such advice from time to time as changes occur) of those Russian Registrar Companies with which CMBI has entered into a Registrar Contract. Chase shall cause CMBI to monitor each Russian Registrar Company and to promptly advise the Fund when CMBI has actual knowledge of the occurrence of any one or more of the events described in paragraphs (i)-(v) on pages 8-9 of the No-Action Letter with respect to a Russian Registrar Company that serves in that capacity for any issuer the shares of which are held by the Fund.

(ii) Where the Fund is considering investing on behalf of the Fund in the Local Russian Securities of an issuer as to which CMBI does not have a Registrar Contract with the issuer's Russian Registrar Company, the Fund may request that CMBI consider whether it would be willing to attempt to enter into such a Registrar Contract and CMBI shall advise the Fund of its willingness to do so. Where CMBI has agreed to make such an attempt, Chase will advise the Fund of the occurrence of any one or more of the events described in paragraphs (i)-(iv) on pages 8-9 of the No-Action Letter of which CMBI has actual knowledge.

(iii) Where the Fund is considering investing on behalf of the Fund in the Local Russian Securities of an issuer as to which CMBI has a Registrar Contract with the issuer's Russian Registrar Company, the Fund may advise Chase of its interest in investing in such issuer and, in such event, Chase will endeavour to, so far as reasonably practicable advise the Fund of the occurrence of any one or more of the events described in paragraphs (i)-(v) on pages 8 and 9 of the No-Action Letter of which CMBI has actual knowledge.

B. The Fund shall pay for and hold Chase and CMBI harmless from any liability or loss resulting from the imposition or assessment of any taxes (including but not limited to state, stamp and other duties) or other governmental charges, and any related expenses incurred by Chase, CMBI or their respective agents with respect to income on that Fund's Local Russian Securities.

C. The Fund acknowledges and agrees that CMBI may not be able, in given cases and despite its reasonable efforts, to obtain a Share Extract from a Russian Registrar Company and CMBI shall not be liable in any such event including with respect to any losses resulting from such failure. For the avoidance of doubt, this Clause shall not limit Chase's liability for breach of its obligations under Clause 2C above.

D. Subject to the co-operation of a Russian Registrar Company for at least the first two years following CMBI's first use of such Russian Registrar Company, Chase shall cause CMBI to conduct share confirmations on at least a quarterly basis, although thereafter confirmations may be conducted on a less frequent basis if the Fund, in consultation with CMBI, determines it to be appropriate.

E. Chase shall cause CMBI to prepare for distribution to the Fund a quarterly report identifying: (i) any concerns it has regarding the Local Russian share registration system that should be brought to the attention of the Fund and (ii) the steps CMBI

has taken during the reporting period to ensure that the Fund's interests continue to be appropriately recorded.

F. The services to be provided by Chase hereunder will be provided only in relation to Local Russian Securities for which CMBI has entered into a Registrar Contract with the relevant Russian Registrar Company.

G. Chase shall be entitled to disclose any information relating to the Fund or the Local Russian Securities and/or cash held for the Fund as is required by any law, court, legal process, or banking or other regulatory or examining authorities (whether governmental or otherwise).

H. The Fund acknowledges that it has received, reviewed and understands the Chase market report for Russia, including, but not limited to, the risks described therein. The Fund recognises that these risks currently are inherent in investments in Local Russian Securities and that they should be assessed by the Fund as an element of the Fund's decision that it is appropriate for the Fund to invest in Local Russian Securities. Chase is not responsible for the Fund's decision that it is appropriate for the Fund to hold Local Russian Securities despite the custodial risks associated with the Russian market. Chase will promptly provide the Fund with updated market reports in accordance with Chase's normal practice.

16 UKRAINE

A. (i) Chase shall advise the Fund (and shall update such advice from time to time as changes occur) of those Registrar Companies with which the Ukrainian Eligible Foreign Custodian has entered into a Registrar Contract and the identity of those Ukrainian Securities Depositories, if any, of which it is a member. In the case of Ukrainian Securities which are held for the accounts through a Registrar Company, but not through a Ukrainian Eligible Securities Depository, Chase shall procure the Ukrainian Eligible Foreign Custodian's agreement both to monitor each Registrar Company and to promptly advise Chase (which shall then promptly advise the Fund) when the Ukrainian Eligible Foreign Custodian has actual knowledge of the occurrence of any one or more of the events described in paragraphs (i)-(v) on pages 8-9 of the No-Action Letter with respect to a Registrar Company that serves in that capacity for any issuer the shares of which are held by the Fund.

(ii) Where the Fund is considering investing in the Ukrainian Securities of an issuer as to which the Ukrainian Eligible Foreign Custodian does not have a Registrar Contract with the issuer's Registrar Company which Ukrainian Securities either are held though a Ukrainian Eligible Securities Depository or are held in a Ukrainian Eligible Securities Depository of which the Ukrainian Eligible Foreign Custodian is not a member, the Fund may request that Chase request the Ukrainian Eligible Foreign Custodian both to consider whether it would be willing to attempt to enter into such a Registrar Contract or become a member of such a Ukrainian Eligible Securities Depository and to advise the Fund of its willingness to do so. Where the Ukrainian Eligible Foreign Custodian has agreed to make such an attempt, Chase shall advise the Fund of the occurrence of any one or more of the events described in paragraphs (i)-(iv) on pages 8-9 of the No-

Action Letter of which the Ukrainian Eligible Foreign Custodian has actual knowledge and has advised Chase.

(iii) Where the Fund is considering investing in the Ukrainian Securities of an issuer as to which the Ukrainian Eligible Foreign Custodian has a Registrar Contract with the issuer's Registrar Company, the Fund may advise Chase of its interest in investing in such issuer and, in such event, Chase will advise the Fund of the occurrence of any one or more of the events described in paragraphs (i)-(v) on pages 8-9 of the No-Action Letter of which the Ukrainian Eligible Foreign Custodian has actual knowledge and has advised Chase.

B. The Fund shall pay for and hold Chase and the Ukrainian Eligible Foreign Custodian harmless from any liability or loss resulting from the imposition or assessment of any taxes or other governmental charges, and any related expenses with respect to income on the that Fund's Ukrainian Securities.

C. The Fund acknowledges that the Ukrainian Eligible Foreign Custodian may not be able, in given cases and despite its reasonable efforts, to obtain a Share Extract from a Registrar Company or a Depository Extract from a Ukrainian Eligible Securities Depository, and neither Chase nor the Ukrainian Eligible Foreign Custodian shall be liable in any such event including with respect to any losses resulting from such failure.

D. Subject to the co-operation of a Registrar Company, for at least the first two years following the Ukrainian Eligible Foreign Custodian's first use of a Registrar Company, Chase shall procure the Ukrainian Eligible Foreign Custodian's agreement to conduct share confirmations with that Registrar Company on at least a quarterly basis, although thereafter confirmations may be conducted on a less frequent basis if the Fund, in consultation with Chase, determines it to be appropriate.

E. Chase shall prepare for distribution to the Fund a quarterly report identifying: (i) any concerns the Ukrainian Eligible Foreign Custodian has regarding the Ukrainian share registration system that should be brought to the attention of the Fund; and (ii) the steps the Ukrainian Eligible Foreign Custodian has taken during the reporting period to help assure that the Fund's interests continue to be appropriately recorded.

F. The Fund acknowledges that it has received, reviewed and understands Chase's market report for the Ukraine, including, but not limited to, the risks described therein.

G. Except as provided in Clause 15C above, the services to be provided hereunder will be provided only in relation to Ukrainian Securities for which the Ukrainian Eligible Foreign Custodian has entered into a Registrar Contract with the relevant Registrar Company or which are held through a Ukrainian Eligible Securities Depository of which the Ukrainian Eligible Foreign Custodian is a member.

17. MISCELLANEOUS

NOTICES     A.   Notices (other than Instructions) shall be served by registered
                 mail or hand delivery to the address of the respective parties
                 as set out on the first page of this Agreement, unless notice
                 of a new address is given to the other party in writing. Notice
                 shall not be deemed to be given unless it has been received.

SUCCESSORS  B.   This Agreement shall be binding on each of the parties'
AND ASSIGNS      successors and assigns, but the parties agree that neither
                 party can assign its rights and obligations under this
                 Agreement without the prior written consent of the other party,
                 which consent shall not be unreasonably withheld.

INTERPRETA  C.   Headings, marginal notes and paragraphs are for convenience
-TION            only and are not intended to affect interpretation. References
                 to clauses are to clauses of this Agreement and references to
                 sub-clauses and paragraphs are to sub-clauses of the clauses
                 and paragraphs of the sub-clauses in which they appear.

INTER-      D.   In the event of any dispute between or conflicting claims by
PLEADER          any person or persons with respect to Financial Assets held in
CLAUSE.          a Securities Account or cash in a Cash Account, Chase shall be
WHAT             entitled to apply to a court of law to determine the rights of
HAPPENS IF       such persons and meanwhile at its option to refuse to comply
THERE IS A       with any and all claims, demands or Instructions with respect
DISPUTE IN       to such Financial Assets or cash and other property related
RELATION TO      thereto so long as such dispute or conflict shall continue.
THE ASSETS       Chase shall not be liable or become liable in any way for its
HELD IN THE      refusal to comply with such conflicting claims, or demands or
ACCOUNT          Instructions. Chase shall be entitled to refuse to act until
                 either:

                 (i) such conflicting or adverse claims or demands shall have
                     been:

                     a) finally determined in a court of competent jurisdiction;
                        or

                     b) settled by agreement between the conflicting parties and
                        Chase shall have received evidence in writing
                        satisfactory to Chase of such agreement; or

                 (ii) Chase shall have received an indemnity and/or security
                      satisfactory to Chase sufficient to save it harmless from
                      and against any or all loss, liability or expense which
                      Chase may incur by reason of its actions.

ENTIRE        E. This Agreement, including the Schedules and the Exhibits
AGREEMENT        hereto, sets out the entire Agreement between the parties and
                 this Agreement supersedes any other agreement relating to
                 custody, whether oral or written with respect to the Fund.
                 Amendments must be in writing and signed by all parties.

FRACTIONS/    F. The Fund shall not be entitled to any fraction or other
REDEMPTIONS      entitlement arising as a result of Chase holding Financial
BY LOT           Assets in omnibus accounts, as described in Clause 8, which is
                 not directly referable solely to the holding of the Fund, and
                 such fractions or entitlements shall be at the disposal of
                 Chase, provided that Chase shall have paid to the Fund the
                 market value of such fraction. On partial redemptions, Chase
                 shall use whatever method it deems fair to determine how shares
                 will be redeemed.

                                       27

ACCESS TO     G. Chase shall, on written request allow the auditors of the Fund
CHASE'S          such reasonable access to its records relating to the Accounts
RECORDS          as such auditors may reasonably require in connection with the
                 audit of the Fund. Further Chase's books and records pertaining
                 to the services to be provided by Chase under this Agreement,
                 shall be open to examination and review at reasonable times by
                 the Fund. In addition Chase agrees to comply with any other
                 reasonable due diligence checks that the Fund may wish to carry
                 out from time to time in relation to the Accounts.

GLOBAL        H. If and to the extent that there is any inconsistency between
CUSTODY          the provisions of any mandate between Chase and any Authorised
AGREEMENT        Person and/or the Fund and/or the Investment Manager and the
AND MANDATE      provisions of this Agreement, the provisions of this Agreement
                 shall prevail.

STOCK         I. Chase unconditionally and irrevocably agrees that it shall not
LENDING          lend to, or deposit by way of collateral with a third party any
                 part or whole of the Financial Assets held by it under this
                 Agreement without the prior written consent of the Fund.

GOVERNING     J. This Agreement shall be governed by and construed in accordance
LAW AND          with the laws of the United States or State of New York, as
JURISDICTION     applicable, without regard to New York's principles regarding
                 conflict of laws. The United States District Court for the
                 Southern District of New York will have the sole and exclusive
                 jurisdiction over any lawsuit or other judicial proceeding
                 relating to or arising from this Agreement. If that court lacks
                 federal subject matter jurisdiction, the Supreme Court of the
                 State of New York, New York County will have sole and exclusive
                 jurisdiction. Either of these courts will have proper venue for
                 any such lawsuit or judicial proceeding, and the parties waive
                 any objection to venue or their convenience as a forum. The
                 parties agree to submit to the jurisdiction of any of the
                 courts specified and to accept service of process to vest
                 personal jurisdiction over them in any of these courts. The
                 parties further hereby knowingly, voluntarily and intentionally
                 waive, to the fullest extent permitted by applicable law, any
                 right to a trial by jury with respect to any such lawsuit or
                 judicial proceeding arising or relating to this Agreement or
                 the transactions contemplated hereby.

TRUSTEE       K. A copy of the Agreement and Declaration of Trust of the Fund is
SHAREHOLD-       on file with the Secretary of State of the Commonwealth of
ER LIABILITY,    Massachusetts and notice is hereby given that this Agreement is
ETC              not binding upon any of the trustees, officers or shareholders
                 of the Fund individually, but is binding only upon the assets
                 and property of the Fund. Chase agrees that no trustee, officer
                 or shareholder of the Fund may be held personally liable or
                 responsible for any obligations of the Fund arising out of this
                 Agreement.

INDIVIDUAL    L. The parties intend, acknowledge and agree that this Agreement
ARRANGE-         shall constitute a separate and discrete contractual
MENTS OF         arrangement between Chase and the Fund on behalf of each
EACH             Portfolio separately, and shall be construed in all respects so
PORTFOLIO;       as to give effect to this intention to the same extent as if
ADDITIONAL       the Agreement between Chase and the Fund on behalf of each
PORTFOLIOS       Portfolio were set out in a separate writing. In this regard,
                 unless the context clearly indicates otherwise, references to
                 the "Fund" under this Agreement shall be interpreted to mean

and refer to each Portfolio, taken separately (for example, references to the Financial Assets of or belonging to the "Fund" hereunder shall mean the Financial Assets of or belonging to a

particular Portfolio). Without limiting the generality of the foregoing, the parties acknowledge and agree that each Portfolio's obligations and duties under this Agreement are individual and are neither joint nor joint and several, and that no Portfolio shall be liable or responsible for the acts, omissions, or liabilities of any other Portfolio or of the Fund on behalf of or in respect of any other Portfolio. In the event that the Fund establishes one or more series in addition to the Portfolios listed on Exhibit B hereto with respect to which it desires to have Chase render services as custodian under the terms hereof, the Fund shall notify Chase in writing, and if Chase agrees in writing to provide such services, Exhibit B shall be amended to add such series and such series shall become a Portfolio hereunder for all purposes.

18. DEFINITIONS

(A) "ACCOUNT" has the meaning set forth in Section 2A(i) of this Agreement.

(B) "AFFILIATE" of a person shall mean an "affiliated person" of such person as that term is used in the 1940 Act.

(D) "CASH ACCOUNT" has the meaning set forth in Section 2A(i)(b) of this Agreement.

(e) "CMBI" shall mean Chase Manhattan Bank International, an indirect wholly-owned subsidiary of Chase, located in Moscow, Russia, and any nominee companies appointed by it.

(F) "CORPORATE ACTION" has the meaning set forth in Section 2I(i) of this Agreement.

(G) "COUNTRY RISK" means the risks of investing or holding assets in a particular country, including, but not limited to, risks arising from nationalization, expropriation or other governmental actions; the country's financial infrastructure, including prevailing custody and settlement practices; laws applicable to the safekeeping and recovery of Financial Assets and cash held in custody in that country; the country's regulation of the banking and securities industries, including changes in market Rules; currency restrictions, devaluations and fluctuations in that country; and market conditions affecting the orderly execution of securities transactions or the value of assets in that country.

(h) "DEPOSITORY EXTRACT" shall mean an extract issued by a Ukraine Eligible Securities Depository.

(i) "DIRECT LOSS" shall mean a loss determined based on the market value of the Ukraine Security that is the subject of the loss at the date of discovery of such loss and without reference to any consequential damages, special conditions or circumstances.

(J) "ENTITLEMENT HOLDER" means the person named on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.

(K) "FINANCIAL ASSET" means, as the context requires, either the asset itself or the means by which a person's claim to it is evidenced, including a Security, a security certificate, or a Securities Entitlement. "FINANCIAL ASSET" does not include cash.

(L) "INSTRUCTIONS" has the meaning set forth in Section 3A(ii) of this Agreement.

(m)"LIABILITIES" means any liabilities, losses, claims, costs, damages, penalties, obligations or expenses of any kind whatsoever (including, without limitation, reasonable attorneys', accountants', consultants' or experts' fees and reasonable disbursements).

(N) "RUSSIAN/UKRAINE NEGLIGENCE" with respect to Local Russian Securities and Ukraine Securities shall mean the failure to exercise Reasonable Care.

(o) "NO-ACTION LETTER" shall mean the response of the Securities and Exchange Commission's Office of Chief Counsel of Investment Management, dated April 18, 1995, in respect of the Templeton Russia Company, Inc. (SEC Ref. No. 95-141-CC, File No. 811-8788) providing "no-action" relief under
Section 17(f) of The Investment Company Act of 1940, as amended, and SEC Rule 17f-5 thereunder, in connection with custody of such Fund's Local Russian Securities investment.

(p) "REASONABLE CARE" with respect to Local Russian Securities and Ukraine Securities shall mean the use of reasonable custodial practices under the applicable circumstances as measured by the custodial practices then prevailing in Russia or the Ukraine (respectively) of International Financial Institutions acting as custodians for their institutional investor clients in Russia or the Ukraine (respectively).

(q) "REGISTRAR COMPANY" shall mean any entity providing share registration services to an issuer of Ukraine Securities.

(r) "RUSSIAN REGISTRAR COMPANY" shall mean any entity providing share registration services to an issuer of Local Russian Securities.

(s) "REGISTRAR CONTRACT" shall mean a contract between CMBI or for Ukraine Securities the Ukraine Eligible Foreign Custodian and a Registrar Company (and as the same may be amended from time to time) containing, inter alia, the contractual provisions described in paragraphs (a)-(e) on pages 5 and 6 of the No-Action Letter with the following modifications in relation to Ukraine Securities: (1) reregistration by a registrar is to take place within five Ukrainian business days (rather than within 72 hours) after satisfactory documentation has been submitted to the registrar, (2) it is anticipated that all Ukrainian Securities shall be held in the name of a Ukrainian Eligible Foreign Custodian nominee (rather than certain securities being held in beneficial owner name) in the registration books, and (3) the Ukrainian Eligible Foreign Custodian will itself obtain audit rights (rather than obtaining rights for the Fund's own auditors) with respect to the share registration books .

(t) "LOCAL RUSSIAN SECURITY" shall mean a Security issued by a Russian issuer and held in the local market by CMBI but shall not include Depository Receipts.

(u) "DEPOSITORY RECEIPTS" with respect to Russian Securities shall mean global, international and American depository receipts or other such instruments which it is

not market practice to settle and hold through a Russian Eligible Foreign Custodian.

(V) "SECURITIES" has the meaning set forth in Section 2A(i)(a) of this Agreement.

(w)"SECURITIES ACCOUNT" has the meaning set forth in Section 2A(i)(a) of this Agreement.

(X) "SECURITIES ENTITLEMENT" means the rights and property interest of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time to time.

(Y) "SECURITIES INTERMEDIARY" means Chase, a Eligible Foreign Custodian, a Eligible Securities Depository, and any other financial institution which in the ordinary course of business maintains custody accounts for others and acts in that capacity.

(z)(aa) "SHARE EXTRACT" shall mean: (1) an extract of its share registration books issued by a Registrar Company or Ukrainian Eligible Securities Depository indicating an investor's ownership of a security; and
(2) a form prepared by the Ukrainian Eligible Foreign Custodian or its agent in those cases where a Registrar Company or Ukrainian Eligible Securities Depository, as the case may be, is unwilling to issue a Share Extract.

(bb) "UKRAINIAN ELIGIBLE SECURITIES DEPOSITORY" shall mean any entity both:
(1) which is licensed under Ukrainian law to carry out, as a depository, registration of rights to Ukrainian Securities, which, in turn, the Ukrainian Eligible Securities Depository has registered on an omnibus basis with Registrar Companies; and (2) in which the Ukrainian Eligible Foreign Custodian participates. (There are no Ukrainian Securities Depositories as of the date hereof.)

(cc) "UKRAINIAN SECURITY" shall mean an equity Security issued by a Ukrainian issuer.

(dd) "UKRAINIAN ELIGIBLE FOREIGN CUSTODIAN" shall mean ING Bank Ukraine, an indirect wholly-owned subsidiary of ING Bank, N.V., located in Kiev, Ukraine, and any nominee companies appointed by it (and shall also mean any additional or successor Eligible Foreign Custodian used by Chase in the Ukraine and any nominee companies appointed by it or them).

AS WITNESS the hand of the duly authorised officers of the parties hereto:

PLEASE TURN TO PAGE 48 TO SIGN

SCHEDULE 1

LIST OF ELIGIBLE FOREIGN CUSTODIANS AND MARKETS USED BY CHASE

--------------------------------------- ----------------------------------------------------------------------------------
COUNTRIES/MARKETS                       ELIGIBLE FOREIGN CUSTODIANS
--------------------------------------- ----------------------------------------------------------------------------------
Argentina                                   The Chase Manhattan Bank
                                            Buenos Aires; and
                                            Citibank N.A.
                                            Buenos Aires
--------------------------------------- ----------------------------------------------------------------------------------
Australia                                   The Chase Manhattan Bank
                                            Sydney
--------------------------------------- ----------------------------------------------------------------------------------
Austria                                     Bank Austria AG
                                            Vienna
--------------------------------------- ----------------------------------------------------------------------------------
Bahrain                                     HSBC Bank Middle East
                                            Manama
--------------------------------------- ----------------------------------------------------------------------------------
Bangladesh                                  Standard Chartered Bank
                                            Dhaka
--------------------------------------- ----------------------------------------------------------------------------------
Belgium                                     Fortis Bank N.V.
                                            Brussels
--------------------------------------- ----------------------------------------------------------------------------------
Bermuda                                     The Bank of Bermuda Ltd
                                            Hamilton
--------------------------------------- ----------------------------------------------------------------------------------
Botswana                                    Barclays Bank of Botswana Limited
                                            Gaborone
--------------------------------------- ----------------------------------------------------------------------------------
Brazil                                      Citibank N.A.
                                            Sao Paulo; and
                                            BankBoston, N.A.
                                            Sao Paulo
--------------------------------------- ----------------------------------------------------------------------------------
Bulgaria                                    ING Bank N.V.
                                            Sofia
--------------------------------------- ----------------------------------------------------------------------------------
Canada                                      Canadian Imperial Bank of Commerce
                                            Toronto; and
                                            Royal Bank of Canada
                                            Toronto
--------------------------------------- ----------------------------------------------------------------------------------
Chile                                       Citibank N.A.
                                            Santiago
--------------------------------------- ----------------------------------------------------------------------------------
China                                       The Hongkong and Shanghai Banking Corporation Ltd
(Shenzhen and Shanghai)
--------------------------------------- ----------------------------------------------------------------------------------
Colombia                                    Cititrust Colombia S.A. Sociedad Fiduciaria
                                            Santa Fe de Bogota
--------------------------------------- ----------------------------------------------------------------------------------
Croatia                                     Privredna Banka Zagreb d.d.
                                            Zagreb
--------------------------------------- ----------------------------------------------------------------------------------
Cyprus                                      The Cyprus Popular Bank Ltd.
                                            Nicosia
--------------------------------------- ----------------------------------------------------------------------------------
Czech Republic                              Ceskoslovenska Obchodni Banka, A.S.
                                            Prague
--------------------------------------- ----------------------------------------------------------------------------------
Denmark                                     Danske Bank A/S
                                            Copenhagen
--------------------------------------- ----------------------------------------------------------------------------------
Ecuador                                     Citibank N.A.
                                            Quito
--------------------------------------- ----------------------------------------------------------------------------------
Egypt                                       Citibank N.A.
                                            Cairo
--------------------------------------- ----------------------------------------------------------------------------------

--------------------------------------- ----------------------------------------------------------------------------------
COUNTRIES/MARKETS                       ELIGIBLE FOREIGN CUSTODIANS
--------------------------------------- ----------------------------------------------------------------------------------
Estonia                                     Hansabank
                                            Tallinn
--------------------------------------- ----------------------------------------------------------------------------------
Finland                                     Merita Bank Ltd.
                                            Helsinki
--------------------------------------- ----------------------------------------------------------------------------------
France                                      BNP Paribas S.A.
                                            Paris; and
                                            Societe Generale
                                            Paris; and
                                            Credit Agricole Indosuez
                                            Paris
--------------------------------------- ----------------------------------------------------------------------------------
Germany                                     Dresdner Bank A.G.
                                            Frankfurt
--------------------------------------- ----------------------------------------------------------------------------------
Ghana                                       Barclays Bank of Ghana Limited
                                            Accra
--------------------------------------- ----------------------------------------------------------------------------------
Greece                                      Barclays Bank plc
                                            Athens
--------------------------------------- ----------------------------------------------------------------------------------
Hong Kong                                   The Chase Manhattan Bank
                                            Hong Kong
                                            The Hongkong and Shanghai Banking Corporation Limited
                                            Hong Kong
--------------------------------------- ----------------------------------------------------------------------------------
Hungary                                     Citibank Rt.
                                            Budapest
--------------------------------------- ----------------------------------------------------------------------------------
India                                       The Hong Kong and Shanghai Banking Corporation Limited
                                            Mumbai; and
                                            Deutsche Bank AG,
                                            Bombay; and
                                            Standard Chartered Bank
                                            Mumbai
--------------------------------------- ----------------------------------------------------------------------------------
Indonesia                                   The Hongkong and Shanghai Banking Corporation Limited
                                            Jakarta; and
                                            Standard Chartered Bank
                                            Jakarta
--------------------------------------- ----------------------------------------------------------------------------------
Ireland                                     Bank of Ireland
                                            Dublin; and
                                            Allied Irish Banks, plc
                                            Dublin
--------------------------------------- ----------------------------------------------------------------------------------
Israel                                      Bank Leumi le-Israel B.M.
                                            Tel Aviv
--------------------------------------- ----------------------------------------------------------------------------------
Italy                                       BNP Paribas S.A.
                                            Milan
--------------------------------------- ----------------------------------------------------------------------------------
Ivory Coast                                 Societe Generale de Banques en Cote d'Ivoire
                                            Abidjan
--------------------------------------- ----------------------------------------------------------------------------------
Jamaica                                     CIBC Trust and Merchant Bank Jamaica Limited
                                            Kingston
--------------------------------------- ----------------------------------------------------------------------------------
Japan                                       The Fuji Bank Limited
                                            Tokyo
                                            The Bank of Tokyo-Mitsubishi, Limited
                                            Tokyo
--------------------------------------- ----------------------------------------------------------------------------------
Jordan                                      Arab Bank Plc
                                            Amman
--------------------------------------- ----------------------------------------------------------------------------------

--------------------------------------- ----------------------------------------------------------------------------------
COUNTRIES/MARKETS                       ELIGIBLE FOREIGN CUSTODIANS
--------------------------------------- ----------------------------------------------------------------------------------
Kazakhstan                                  ABN AMRO Bank Kazakhstan
                                            Almaty
--------------------------------------- ----------------------------------------------------------------------------------
Kenya                                       Barclays Bank of Kenya Limited
                                            Nairobi
--------------------------------------- ----------------------------------------------------------------------------------
Latvia                                      A/S Hansabanka
                                            Riga
--------------------------------------- ----------------------------------------------------------------------------------
Lebanon                                     HSBC Bank Middle East
                                            Ras-Beirut
--------------------------------------- ----------------------------------------------------------------------------------
Lithuania                                   Vilniaus Bankas AB
                                            Vilnius
--------------------------------------- ----------------------------------------------------------------------------------
Luxembourg                                  Banque Generale du Luxembourg S.A.
                                            Luxembourg
--------------------------------------- ----------------------------------------------------------------------------------
Malaysia                                    The Chase Manhattan Bank (M) Berhad
                                            Kuala Lumpur; and
                                            HSBC Bank Malaysia Berhad
                                            Kuala Lumpur
--------------------------------------- ----------------------------------------------------------------------------------
Mauritius                                   The Hongkong & Shanghai Banking Corporation Limited
                                            Mauritius
--------------------------------------- ----------------------------------------------------------------------------------
Mexico                                      Chase Manhattan Bank Mexico S.A.
                                            Mexico, D.F.; and
                                            Citibank Mexico, S.A.
                                            Mexico, D.F.
--------------------------------------- ----------------------------------------------------------------------------------
Morocco                                     Banque Commerciale du Maroc S.A.
                                            Casablanca
--------------------------------------- ----------------------------------------------------------------------------------
Namibia                                     Standard Bank Namibia Limited
                                            Windhoek
--------------------------------------- ----------------------------------------------------------------------------------
Netherlands                                 ABN AMRO N.V.
                                            De Breda; and
                                            Fortis Bank (Nederland) N.V.
                                            Amsterdam
--------------------------------------- ----------------------------------------------------------------------------------
New Zealand                                 National Nominees Limited
                                            Auckland
--------------------------------------- ----------------------------------------------------------------------------------
*Nigeria                                    Stanbic Merchant Bank Nigeria Limited
                                            Lagos
--------------------------------------- ----------------------------------------------------------------------------------
Norway                                      Den norske Bank ASA
                                            Oslo
--------------------------------------- ----------------------------------------------------------------------------------
Oman                                        HSBC Bank Middle East
                                            Muscat
--------------------------------------- ----------------------------------------------------------------------------------
Pakistan                                    Citibank, N.A.,
                                            Karachi; and
                                            Deutsche Bank AG,
                                            Karachi; and
                                            Standard Chartered Bank
                                            Karachi
--------------------------------------- ----------------------------------------------------------------------------------
Peru                                        Citibank, N.A.
                                            Lima
--------------------------------------- ----------------------------------------------------------------------------------
Philippines                                 The Hongkong and Shanghai Banking Corporation Limited
                                            Pasig City
--------------------------------------- ----------------------------------------------------------------------------------
Poland                                      Bank Handlowy w. Warszawie S.A.
                                            Warsaw; and
                                            Bank Polska Kasa Opieki S.A.
                                            Warsaw; and
                                            Citibank (Poland) S.A.
                                            Warsaw
--------------------------------------- ----------------------------------------------------------------------------------

--------------------------------------- ----------------------------------------------------------------------------------
COUNTRIES/MARKETS                       ELIGIBLE FOREIGN CUSTODIANS
--------------------------------------- ----------------------------------------------------------------------------------
Portugal                                    Banco Espirito Santo e Commercial de Lisboa, S.A.
                                            Lisbon
                                            Banco Comercial Portugues, S.A.
                                            Lisbon
--------------------------------------- ----------------------------------------------------------------------------------
Romania                                     ABN-AMRO Bank (Romania) S.A.
                                            Bucharest; and
                                            ING Bank
                                            Bucharest
--------------------------------------- ----------------------------------------------------------------------------------
*Russia                                     Chase Manhattan Bank International
                                            Moscow; and
                                            Credit Suisse First Boston Bank AO
                                            Moscow
--------------------------------------- ----------------------------------------------------------------------------------
Singapore                                   Standard Chartered Bank
                                            Singapore
--------------------------------------- ----------------------------------------------------------------------------------
Slovak Republic                             Ceskoslovenska Obchodni Banka, A.S.
                                            Bratislava
--------------------------------------- ----------------------------------------------------------------------------------
Slovenia                                    Bank Austria Creditanstalt d.d. Ljubljana
                                            Ljubljana
--------------------------------------- ----------------------------------------------------------------------------------
South Africa                                The Standard Bank of South Africa Limited
                                            Johannesburg
--------------------------------------- ----------------------------------------------------------------------------------
South Korea                                 The Hongkong and Shanghai Banking Corporation Limited
                                            Seoul; and
                                            Standard Chartered Bank
                                            Seoul
--------------------------------------- ----------------------------------------------------------------------------------
Spain                                       Chase Manhattan Bank CMB, S.A.
                                            Madrid
--------------------------------------- ----------------------------------------------------------------------------------
Sri Lanka                                   The Hongkong and Shanghai Banking Corporation Limited
                                            Colombo
--------------------------------------- ----------------------------------------------------------------------------------
Sweden                                      Skandinaviska Enskilda Banken
                                            Stockholm
--------------------------------------- ----------------------------------------------------------------------------------
Switzerland                                 UBS AG
                                            Zurich
--------------------------------------- ----------------------------------------------------------------------------------
Taiwan                                      The Chase Manhattan Bank
                                            Taipei
                                            The Hongkong and Shanghai Banking Corporation Limited
                                            Taipei
--------------------------------------- ----------------------------------------------------------------------------------
Thailand                                    The Chase Manhattan Bank
                                            Bangkok; and
                                            Standard Chartered Bank
                                            Bangkok
--------------------------------------- ----------------------------------------------------------------------------------
Tunisia                                     Banque Internationale Arabe de Tunisie
                                            Tunis
--------------------------------------- ----------------------------------------------------------------------------------
Turkey                                      The Chase Manhattan Bank
                                            Istanbul
--------------------------------------- ----------------------------------------------------------------------------------
*Ukraine                                    ING Bank Ukraine
                                            Kiev
--------------------------------------- ----------------------------------------------------------------------------------

--------------------------------------- ----------------------------------------------------------------------------------
COUNTRIES/MARKETS                       ELIGIBLE FOREIGN CUSTODIANS
--------------------------------------- ----------------------------------------------------------------------------------
United Kingdom                              The Chase Manhattan Bank
                                            London
--------------------------------------- ----------------------------------------------------------------------------------
Uruguay                                     BankBoston, N.A.
                                            Montevideo
--------------------------------------- ----------------------------------------------------------------------------------
United States                               The Chase Manhattan Bank
                                            New York
--------------------------------------- ----------------------------------------------------------------------------------
Venezuela                                   Citibank, N.A.
                                            Caracas
--------------------------------------- ----------------------------------------------------------------------------------
Zambia                                      Barclays Bank of Zambia Limited
                                            Lusaka
--------------------------------------- ----------------------------------------------------------------------------------
Zimbabwe                                    Barclays Bank of Zimbabwe Limited
                                            Harare
--------------------------------------- ----------------------------------------------------------------------------------

* RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.

N.B. ADDITIONAL OPERATIONAL/LEGAL DOCUMENTATION MAY BE REQUIRED IN CERTAIN MARKETS. PLEASE REFER TO YOUR RELATIONSHIP MANAGER.

SCHEDULE 2

TAIWAN RIDER

All defined terms used in this Rider shall, unless otherwise defined herein, have the meanings ascribed thereto in the Custody Agreement. Save as expressly provided in this Rider, all terms of the Custody Agreement shall apply to services performed with respect to investments in the Republic of China ("R.O.C. Services") provided that, as regards to R.O.C. Services, in the event of any conflict between this Rider and the Custody Agreement, this Rider shall prevail.

The parties agree as follows as regards the R.O.C. Services:

1. INVESTMENT REGULATIONS, FILING OF REPORTS

The Fund acknowledges that the services rendered hereunder are being rendered in connection with the Fund's investments in the R.O.C. ("R.O.C. Investments") under the Regulations Governing Securities Investment by Overseas Chinese and Foreign Investors and Procedures for Remittances and related laws, regulations, guidelines, orders and policies (collectively, as amended and supplemented from time to time, "R.O.C. Investment Regulations") and represents and warrants to, and agrees with, Chase as follows with respect thereto:

(i) The Fund is permitted under the R.O.C. Investment Regulations to make the investments contemplated herein and as a condition to the performance of Chase's obligations hereunder, the Adviser shall obtain or complete, as applicable, and provide evidence to Chase that it has obtained or completed as applicable, all required R.O.C. government approvals or procedures necessary for the making of R.O.C. Investments on behalf of the Fund.

(ii) Notwithstanding anything to the contrary contained in the Custody Agreement, (a) Chase shall not be obliged to do any act which would, in Chase's reasonable judgement, violate the R.O.C. Investment Regulations including, but not limited to, any advance of funds with respect to R.O.C. Investments and (b) the Fund authorises Chase to do all reasonable acts, including disclosure of information, filing of reports and countersigning of broker confirmations as is required by the R.O.C. Investment Regulations including, if section 2 (ii) below applies, the relevant Agency Functions (defined below).

(iii) If legally required, the Fund shall ensure that the relevant Fund duly appoints a tax guarantor as contemplated by the R.O.C. Investment Regulations ("Tax Guarantor") and in such case, shall at all times during the term hereof ensure that the Fund continues to have a Tax Guarantor, which the Fund acknowledges is not Chase's Taipei Branch.

2. AGENCY FUNCTIONS

(i) The Fund acknowledges that the R.O.C. Investment Regulations require the Fund to appoint an agent or agents to carry out the agency functions contemplated thereby ("Agency Functions").

(ii) If the Fund elects or is required to appoint Chase to perform any of such Agency

Functions, the Fund shall execute all such powers of attorney and other documents as the Chase may reasonably require to perform such functions and the provisions of the Custody Agreement shall apply thereto.

(iii) If the Fund does not so appoint Chase, Chase shall not, notwithstanding anything to the contrary contained in the Custody Agreement, be required to perform the Agency Functions and the agent(s) so appointed by the Fund shall be authorised to give Instructions with respect to the R.O.C. Investments of the Fund.

SCHEDULE 3

The Chase Manhattan Bank
London & Taipei Branches
125 London Wall
London EC2Y 5AJ

Dear Sirs

Please accept this letter as an Instruction pursuant to the Global Custody Agreement dated 2001 between The Chase Manhattan Bank ("Chase") and Schroder Entity (the "Fund"). This Instruction relates solely to transactions in securities to be settled by Chase's Eligible Foreign Custodian in Taiwan ("Taiwanese Trades").

In light of the fact that the penalties under Taiwanese law for failing a Taiwanese Trade may exceed the risk to the Fund of Chase Taipei not settling such trade due to incomplete, miss-matching or missing instructions, the Parties agree to the following operating procedures.

In the normal course of events, the Fund will report Taiwanese Trades to Chase in Bournemouth ("Chase Bournemouth"), giving notice either to deliver or to receive shares to or from a specified broker account against payment. Chase Bournemouth will pass these instructions to Chase's Eligible Foreign Custodian in Taiwan ("Chase Taipei"). Chase Taipei will then settle the transaction on the specified settlement date.

In the event that Chase Taipei has not received valid instructions from Chase Bournemouth or there is a discrepancy with respect to a trade which appears to be for the account of the Fund which has been advised to Chase Taipei either:

1. by way of a broker confirmation from a broker or the Taiwanese Agent of a broker appearing on the Approved Broker List ("an Approved Broker") attached hereto as Schedule 4, as may be amended from time to time by the Fund or

2. through the list of pending trades provided by the Taiwan Securities Central Depository ("the TSCD") as being a trade by an Approved Broker for the account of the Fund,

it is hereby agreed that Chase Taipei will, in the first instance attempt to contact the broker to ascertain the details of the alleged trades. In the event of a discrepancy between the trade details shown by the TSCD and those provided by the Approved Broker when contacted by Chase Taipei, the details provided by the Approved Broker shall prevail. Chase Taipei shall then as soon as reasonably practicable contact Chase Bournemouth to obtain instructions matching the details provided by the Approved Broker or to resolve any discrepancy between such details and the instructions provided by Chase Bournemouth. If Chase Bournemouth is unable to provide the instructions or to resolve the discrepancy, Chase Bournemouth will as soon as reasonably practicable contact SIMNA to obtain instructions and will pass such instructions promptly to Chase Taipei for action.

If Chase Taipei has not obtained valid instructions from Chase Bournemouth prior to the point at which Chase Taipei must act if the trade is to be prevented from failing, Chase Taipei shall, provided that the Broker is on the approved list in Schedule 4 request the local Taiwanese broker to give a written undertaking addressed to Chase Taipei, substantially in the form annexed here as Schedule 5. The Fund agrees, however, that Chase may then act upon such undertaking, which it reasonably believes is on the Approved Broker's headed paper and signed by a person representing to be an authorised signature of the Approved Broker, without further enquiry. If, however, for any reason whatsoever the Approved Broker refuses to give such undertaking, Chase Taipei is hereby

authorised to settle any such trade without further investigation or confirmation from Chase Bournemouth or the Fund on the basis of the information that it has from an Approved Broker. Where such action is taken, Chase Taipei will as soon as reasonably practicable inform Chase Bournemouth. Chase Bournemouth will in turn as soon as reasonably practicable inform the Fund.

The Fund hereby agrees to indemnify Chase Taipei against all liabilities, losses, damages, claims, costs, demands and actions, which it may suffer or incur directly or indirectly in any way in connection with following these procedures and instructions with respect to the Taiwanese Trades of the Fund other than those arising from the negligence, wilful default, bad faith or failure by Chase to follow the aforesaid procedures and instructions.

By: _____________________________________________

For and on behalf of The Chase Manhattan Bank

By:           _____________________________________________

Name:         _____________________________________________

Title:        _____________________________________________

For and on behalf of Schroder Series Trust

By:           _____________________________________________

Name:         _____________________________________________

Title:        _____________________________________________

SCHEDULE 4
APPROVED BROKER LIST

------------------------------------------------ ---------------------------------------
                APPROVED BROKER                         BROKER'S TAIWANESE AGENT
------------------------------------------------ ---------------------------------------
Capital Securities Corporation

------------------------------------------------ ---------------------------------------
China Securities Corporation

------------------------------------------------ ---------------------------------------
Grand Cathay Securities Corporation

------------------------------------------------ ---------------------------------------
Jardine Fleming Taiwan Securities Ltd.

------------------------------------------------ ---------------------------------------
Masterlink Securities Corporation

------------------------------------------------ ---------------------------------------
National Securities Corporation

------------------------------------------------ ---------------------------------------
SBC Warburg Securities Ltd.

------------------------------------------------ ---------------------------------------
ABN AMRO Hoare Govett Asia Limited

------------------------------------------------ ---------------------------------------
HSBC James Capel Taiwan Limited

------------------------------------------------ ---------------------------------------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated Taiwan

------------------------------------------------ ---------------------------------------
Morgan Stanley International Limited

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

SCHEDULE 5

MISMATCHED TRADE SETTLEMENT UNDERTAKING FROM THE BROKER TO THE CLIENT'S
TAIWANESE ELIGIBLE FOREIGN CUSTODIAN

[ON BROKERS HEADED PAPER]

TO: CHASE TAIPEI

We, [name of broker] hereby confirm that all trades made on [insert date] for [insert official name of client] ("the Client") are valid trades executed by us on the instructions of Schroder Series Fund. In order to protect the Client from failed settlement penalties, please settle the trades in the designated settlement date. To enable Chase Taipei to proceed with settlement notwithstanding mismatched or missing instructions from Schroder Series Fund, we hereby irrevocably undertake to bear all costs, losses and expenses incurred in reversing the settlement of a mismatched trade should it subsequently be determined that the trade was not duly authorised and validly executed for the account of Schroder Series Fund.

AUTHORISED SIGNATORY

SCHEDULE 6

INFORMATION REGARDING COUNTRY RISK

1. To aid the Fund in its determinations regarding Country Risk, Chase shall furnish annually and upon the initial placing of Financial Assets and cash into a country the following information:

A. Opinions of local counsel concerning:

1. Whether applicable foreign law would restrict the access afforded the Fund's independent public accountants to books and records kept by an Eligible Foreign Custodian located in that country.

2. Whether applicable foreign law would restrict the Fund's ability to recover its Foreign Assets in the event of the bankruptcy of an Eligible Foreign Custodian located in that country.

3. Whether applicable foreign law would restrict the Fund's ability to recover Foreign Assets that are lost while under the control of an Eligible Foreign Custodian located in the country.

B. Written information concerning:

1. The foreseeability of expropriation, nationalization, freezes, or confiscation of the Fund's Foreign Assets.

2. Whether difficulties in converting the Fund's cash and cash equivalents to U.S. dollars are reasonably foreseeable.

C. A market report with respect to the following topics:

(1) securities regulatory environment, (2) foreign ownership restrictions, (3) foreign exchange, (4) securities settlement and registration, (5) taxation and (6) depositories (including depository evaluation), if any.

2. To aid the Fund in monitoring Country Risk, Chase shall furnish Board additionally with market flashes, including with respect to changes in the information in market reports.

SCHEDULE 7

ELIGIBLE SECURITIES DEPOSITORIES

EXHIBIT A

PERSONS AUTHORISED BY THE FUND TO GIVE INSTRUCTIONS

Alan Mandel
Hanna Salvatore
Gale Lubicich
Agnes de Freitas

EXHIBIT B

PORTFOLIOS OF THE FUND

Schroder MidCap Value Fund

Schroder Small Capitalization Value Fund

SIGNED by

For and on behalf of
THE CHASE MANHATTAN BANK

By:

Name:

Title:

For and on behalf of
SCHRODER SERIES FUND, SEPARATELY ON BEHALF OF EACH PORTFOLIO LISTED ON EXHIBIT B HERETO.

By:

Name:

Title:

ADMINISTRATION AND ACCOUNTING AGREEMENT

THIS AGREEMENT is made as of the 8th day of October, by and between Schroder Series Trust, a Massachusetts business trust (herein the "Trust"), and SEI Investments Mutual Funds Services (herein the "Administrator"), a Delaware business trust.

WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), consisting of several series portfolios (each a "portfolio", and collectively the "Portfolios"), each of which may consist of one or more classes of shares of common stock ("Shares"); and

WHEREAS, the Trust desires that the Administrator provide, and the Administrator is willing to provide, certain administrative and accounting services to the Portfolios of the Trust as listed on SCHEDULE B attached hereto, and made a part of this Agreement, on the terms and conditions hereinafter set forth; and

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, Trust and the Administrator hereby agree as follows:

ARTICLE 1. Retention of the Administrator. Trust hereby retains the Administrator to furnish the Portfolios with accounting and administrative services as set forth in Article 2 below. The Administrator hereby accepts such employment to perform the duties set forth below. The Administrator shall, for all purposes herein, be deemed to be an independent contractor.

ARTICLE 2. Administrative and Accounting Services. The Administrator shall perform (and may sub-contract, as provided below) the services set forth in SCHEDULE A hereto. The Administrator shall provide all necessary office space, equipment, personnel, compensation and facilities (including facilities for Shareholders' and Trustees' meetings) for the Administrator to provide such services to the Trust. The Administrator may sub-contact with third parties to perform certain of the services to be performed by the Administrator hereunder; provided, however, that the Administrator shall remain subject to any liability to the Trust for the acts and omissions. of such other entities, to the same extent, as if the Administrator had performed the sub-contracted services itself and the acts or omissions of any such sub-contracted third party were its own. In meeting its duties hereunder, Administrator shall have the general authority to do all acts deemed in the Administrator's business judgment to be necessary and proper to perform its obligations under this Agreement in accordance with SCHEDULE A, which may be amended from time to time in writing by the parties.

ARTICLE 3. Allocation of Charges and Expenses.

(A) The Administrator. The Administrator shall furnish at its own expense the executive, supervisory and clerical personnel necessary to perform its obligations under this Agreement. The Administrator shall also pay all compensation, if any, of officers of the Trust as well as any and all Trustees of the Trust who are affiliated persons of the Administrator or any affiliated corporation of the Administrator; provided, however, that unless otherwise specifically provided, the Administrator shall not be obligated to pay the compensation of any employee of the Trust retained by the Trustees of the Trust to perform services on behalf of the Trust.

(B) Fund Expenses. The Trust assumes and shall pay or cause to be paid all other expenses of the Trust not otherwise allocated in this Agreement, including, without limitation, organizational costs, taxes, expenses for legal and auditing services, the expenses of preparing (including typesetting), printing and mailing reports, prospectuses, statements of additional information, proxy solicitation material and notices to existing shareholders, all expenses incurred in connection with issuing and redeeming Shares, the costs of pricing services, the costs of custodial services, the cost of initial and ongoing registration of the Shares under Federal and state securities laws, fees and out-of-pocket expenses of Trustees who are not affiliated persons of the Administrator or any affiliated

corporation of the Administrator, the costs of Trustees' meetings, insurance, interest brokerage costs, litigation and other extraordinary or nonrecurring expenses, and all fees and charges of service providers to the Trust. Trust shall reimburse the Administrator for its reasonable out-of-pocket expenses, including all reasonable charges for SAS 70 audit charges (provided that such SAS 70 charges shall not exceed $300 per Portfolio per year), and reasonable copying, postage, telephone, and fax charges incurred by the Administrator in the performance of its duties and upon the request of the Trust shall provide copies of supporting documentation of such expenses. Notwithstanding the foregoing, under no circumstances shall Administrator be entitled to reimbursement for travel and lodging expenses incurred by its officers and employees in connection with attendance at meetings of the Trust's Board of Trustees.

ARTICLE 4. Compensation of the Administrator. Trust shall be directly responsible to pay the Administrator the compensation due hereunder at the annual rate specified in SCHEDULE B to this Agreement commencing on November 5, 2001 through and until this Agreement is terminated in accordance with Article
6. Such compensation shall be calculated and accrued daily, and paid to the Administrator monthly. If this Agreement becomes effective subsequent to the first day of a month or terminates before the last day of a month, the Administrator's compensation for that part of the month in which this Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth above. Payment of the Administrator's compensation for the preceding month shall be made promptly.

ARTICLE 5. Limitation of Liability. The duties of the Administrator shall be confined to those expressly set forth herein and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except (i) a loss resulting from the Administrator's negligence in the performance of its duties (and not the negligence of the Trusts), provided that any such liability resulting from the Administrator's negligence in the performance of its duties shall under no circumstances exceed Five Million Dollars ($5,000,000) annually hereunder on a claims made basis from the date of this Agreement, provided further that a loss resulting from the Administrator's negligence (and not the negligence of the Trusts) during the term of this Agreement may be asserted after the termination of this Agreement, but not more than one (1) year after the termination date of this Agreement and under no circumstances shall any such liability for any such claims asserted within such one year period from the termination date of this Agreement exceed Five Million Dollars ($5,000,000), or (ii) a loss resulting from the Administrator's gross negligence, bad faith or willful misconduct (and not the negligence of the Trusts) (As used in this Article 5, the term "Administrator" shall include Trustees, officers, employees and other agents of the Administrator as well as that entity itself.).

Trust shall indemnify and hold the Administrator harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of Administrator in carrying out its duties hereunder or as a result of the Administrator acting upon any instructions of any authorized officer of the investment advisor or of the Trust, provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the negligence, bad faith or willful misconduct of the Administrator, its officers, employees, or authorized agents. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement.

In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the indemnified party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question.

In no event and under no circumstances shall either party to this Agreement be liable to anyone, including, without limitation, the other party, for consequential, indirect, punitive or

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special damages for any act or failure to act under any provision of this Agreement even, if advised of the possibility thereof.

Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by Trust. In the event that Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it.

The Administrator may apply to Trust at any time for instructions and may consult counsel for Trust or with accountants, counsel and other experts with known industry experience with respect to any matter arising in connection with the Administrator's duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of counsel, accountants or other experts.

Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed by the proper person or persons. Nor shall the Administrator be held to have notice of any change of authority of any officers, employee or agent of Trust until receipt of written notice thereof from Trust.

Nothing herein shall make Administrator liable for the performance or omissions of unaffiliated third parties not under Administrator's reasonable control such as, by way of example and not limitation, transfer agents, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services, excluding any third-parties who have been sub-contracted by the Administrator to perform services hereunder, as provided for in Article 2.

ARTICLE 6. Duration and Termination of this Agreement. This Agreement shall become effective on the date set forth in SCHEDULE B hereto and shall remain in effect for the full duration of the Initial Term and thereafter shall automatically renew and continue in full force and effect, unless terminated in accordance with the provisions of this Article 6. This Agreement may be terminated only: (a) by either party at the end of the Initial Term, or thereafter on six (6) months prior written notice to the other party; (b) by either party hereto on such date as is specified in written notice given by the terminating party, in the event of a material breach of this Agreement by the other party, provided the terminating party has notified the other party of such material breach at least 45 days prior to the specified date of termination and the breaching party has not remedied such breach by the specified date; or (c) as to any Portfolio or as to the Trust, effective (i) upon the full liquidation of any such Portfolio or the Trust, or (ii) upon the complete merger of a Portfolio within the Trust, into another Portfolio within the Trust, or into another Portfolio within the Schroder Funds Complex, as defined on SCHEDULE B hereto. For purposes of this paragraph, the term "liquidation" shall mean only a transaction in which the assets of the Trust or a Portfolio are sold or otherwise disposed of and proceeds there from are distributed in cash to the shareholders in complete liquidation of the interests of such shareholders in the entity.

ARTICLE 7. Activities of the Administrator. The services of the Administrator rendered to Trust are not to be deemed to be exclusive. The Administrator is free to render such services to others and to have other businesses and interests.

ARTICLE 8. Confidentiality. The Administrator agrees on behalf of itself and its employees to treat confidentiality all records and other information relative to the Trust and its shareholders received by the Administrator in connection with this Agreement, including any non-public personal information as defined in Regulation S-P, and that it shall not use or disclose any such information except for the purpose of carrying out the

-3-

terms of this Agreement; provided however, that Administrator may disclose such information to another party (i) as required by court order, or by legally binding discovery request, or regulatory or criminal investigation, or (ii) after prior written notification to, and approval in writing by, the Trust, which approval shall not be unreasonably withheld.

ARTICLE 9. Certain Records. The Administrator shall maintain customary records in connection with its duties as specified in this Agreement. Any records required to be maintained and preserved pursuant to all applicable law, including, Rules 31a-1 and 31a-2 under the 1940 Act which are prepared or maintained by the Administrator on behalf of the Trust shall be prepared and maintained at the expense of the Administrator, but shall be the property of the Trust and will be made available to or surrendered promptly to the Trust on request.

In case of any request or demand for the inspection of such records by another party, the Administrator shall notify Trust and follow Trust's written instructions as to permitting or refusing such inspection; provided that the Administrator may allow such inspection by another party (i) as required by court order, or by legally binding discovery request, or regulatory or criminal investigation, or (ii) after prior written notification to, and approval in writing by, the Trust, which approval shall not be unreasonably withheld.

For purposes of clarity, the Advisor's obligation to surrender records to the Trust pursuant to this Article 9 shall be effective at all times, regardless of any dispute with, or alleged breach by, the Trust under this Agreement. Under no circumstances will the Administrator raise any breach of this Agreement by the Trust, or any other claim by the Administrator against the Trust, as a defense or impediment to the Administrator's obligation to surrender records to the Trust pursuant to this Article 9.

ARTICLE 10. Compliance with Governmental Rules and Regulations. The Administrator undertakes to comply with applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by the Administrator hereunder.

ARTICLE 11. Representations and Warranties of the Administrator. The Administrator represents and warrants that:

(A) It is a Delaware trust company, duly organized and existing under the laws of Delaware;

(B) It is duly qualified to carry out its business in all applicable jurisdictions;

(C) All requisite corporate proceedings have been taken to authorize it to enter into and perform its duties under this Agreement;

(D) It has and will continue to maintain the necessary facilities, equipment and personnel to perform its obligations under this Agreement.

ARTICLE 12. Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that:

(A) It is a Massachusetts business trust, duly organized and existing under the laws of The Commonwealth of Massachusetts;

(B) All requisite corporate proceedings have been taken to authorize it to enter into and perform its obligations under this Agreement;

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ARTICLE 13. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement, draft or proposal with respect to the subject matter hereof. This Agreement or any part hereof may be changed or waived only by an instrument in writing signed by the party against which enforcement of such change or waiver is sought.

ARTICLE 14. Assignment. This Agreement shall not be assignable by either party without the prior written consent of the other party.

ARTICLE 15. Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by written instrument executed by such party. No failure of either party hereto to exercise any power or right granted hereunder, or to insist upon strict compliance with any obligation hereunder, and no custom or practice of the parties with regard to the terms of performance hereof, will constitute a waiver of the rights of such party to demand full and exact compliance with the terms of this Agreement.

ARTICLE 16. Notice. Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, Federal Express (or substantially similar delivery service), postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice; if to Trust at:

Attention: Ms. Catherine Mazza and Ms. Carin Muhlbaum c/o Schroder Investment Management North America Inc. 787 Seventh Avenue, 34th Floor New York, NY 10019

and if to the Administrator at:

Attention: General Counsel
One Freedom Valley Drive
Oaks, Pennsylvania 19456

Notice shall be effective upon receipt as evidenced by written confirmation of delivery.

ARTICLE 17. Force Majeure. No breach of any obligation of a party to this Agreement will constitute an event of default or breach to the extent it arises out of a cause, existing or future, that is beyond the control and without negligence of the party otherwise chargeable with breach or default, including without limitation: work action or strike; lockout or other labor dispute; flood; war; riot; theft; earthquake or natural disaster. Either party desiring to rely upon any of the foregoing as an excuse for default or beach will, when the cause arises, give to the other party prompt notice of the facts which constitute such cause; and, when the cause ceases to exist, give prompt notice thereof to the other party.

ARTICLE 18. Equipment Failures. In the event of equipment failures beyond the Administrator's control, the Administrator shall, at no additional expense to Trust, take reasonable and prompt steps to minimize service interruptions but shall have no liability with respect thereto; provided that with respect to equipment failure of equipment owned or maintained by Administrator, the Administration shall be obligated to act in accordance with the terms of this Agreement and the Administrator shall be liable for such equipment failures arising from any breach of its obligations hereunder, including any breach of the standard of care set forth in Article 5. The Administrator shall develop and maintain a plan for recovery from equipment failures which may include contractual arrangements with appropriate parties making reasonable provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available. The Trust may, during the term of this Agreement, from time to time, make reasonable requests to review and comment upon this Administrator's plan for

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recovery from equipment failures, provided that such requests do not occur more than twice in any given year during the term of the Agreement.

ARTICLE 19. Definitions of Certain Terms. The terms "interested person," "assignment" and "affiliated person," when used in this Agreement, shall have the respective meanings specified in the 1940 Act and the rules and regulations there under, subject to such exemptions as may be granted by the Securities and Exchange Commission.

ARTICLE 20. Headings. All Article headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and will not affect in any way the meaning or interpretation of this Agreement. Words used herein, regardless of the number and gender specifically used, will be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the contract requires.

ARTICLE 21. Governing Law. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts and the applicable provisions of the 1940 Act. To the extent that the applicable laws of the Commonwealth of Massachusetts, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.

ARTICLE 22. Limitation of Liability. Notice is hereby given that this Agreement is executed on behalf of the Trustees of the Trust as trustees and not individually, and that all obligations of this Agreement are not binding upon any of the trustees, officers, agents or shareholders of any of the Portfolios or the Trust individually, but binding only upon the assets and property of the Portfolios or the Trust. No Portfolio shall be liable for any claims against any other Portfolio.

ARTICLE 23. Multiple Originals. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

ARTICLE 24. Binding Agreement. This Agreement, and the rights and obligations of the parties hereunder, shall be binding on, and inure to the benefit of, the parties and their respective successors and assigns.

ARTICLE 25. Severability. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be illegal or invalid.

ARTICLE 26. Portfolio Obligations. The parties acknowledge and agree that (i) each Portfolio's obligations and duties under this Agreement are individual and are neither joint nor joint and several, (ii) without limiting the generality of the foregoing, no Portfolio shall be liable or responsible for the acts, omissions, or liabilities of any other Portfolio of the Trust on behalf of or in respect of any other Portfolio, or of any other trust or portfolio in the Schroder Funds Complex, and (iii) the minimum fees due under this Agreement are the respective and proportionate obligations of each of the Portfolios (based on their respective net asset values) in the Trust to the extent that such minimum fees are imposed on the Trust pursuant to the terms hereof.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

SCHRODER SERIES TRUST

By: __________________________
Name:
Title:

SEI INVESTMENTS MUTUAL FUNDS SERVICES

By: __________________________
Name:
Title:

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SCHEDULE A

TO THE ADMINISTRATION AGREEMENT
DATED AS OF OCTOBER 8, 2001
BETWEEN
SCHRODER SERIES TRUST
AND
SEI INVESTMENTS MUTUAL FUNDS SERVICES

VALIDATION OF INCOME & EXPENSE ACCRUALS

Track and validate amortization, accretion, interest, and dividend income for securities
Modify expense accrual changes at least twice per year Process expense payments to service providers monthly as appropriate Classify income and expense categories for reporting purposes Maintain book / tax differences off-line to assist in tax return preparation

INCOME & CAPITAL GAIN DISTRIBUTIONS

Calculate and record income and capital gains as required by prospectus Provide distribution factors to client, advisor, and T/A Reconcile with T/A and resolve differences Coordinate estimated cash payments required for capital gains and dividends not reinvested

SECURITY MASTER FILE & TRADE PROCESSING

Maintain one security master file with all indicative data elements Receive automated feed of security trades not later than T+1 Enter same-day settlement trades on Trade Date (T). Validate trade information
Maintain tax lot records according to a default selected by the advisor Record all mandatory corporate actions, validating income and adjustments
Receive and record voluntary corporate actions Track international dividend reclaims Daily reconciliation with

FUND VALUATION

Obtain security valuation quotes from reliable industry resources Obtain broker quotes for securities whose prices cannot be obtained from pricing vendors
Manage and respond to price challenges by advisor or sub-advisor Investigate stale prices (3 business days for equity securities, 5 business days for fixed income securities) Check for trading halts on securities at market close Calculate weekly mark-to-market report for money market funds Validate prices that deviate from pre-established thresholds Calculate NAV of each fund and any class of shares Communicate NAVs to NASDAQ & T/A

ACCOUNTING REPORTING

Calculate and submit all required yields to clients and 3rd party reporting agencies
Produce SEI's standard reports

THIRD PARTY REPORTING

Distribute daily and monthly data feeds to major third party reporting agencies
Provide fund updates to third party reporting agencies as required Assist in resolution of errors reported by third party agencies.

Provide feeds to SEI's Fund Reporting

PERFORMANCE REPORTING

Provide SEI's standard performance reports in electronic format

(FTP or email)

Provide plot points and total return data for financial regulatory reporting (prospectuses, annuals, semi-annuals) Provide conversion support
After-Tax Reporting - SEI standard reporting in accordance with industry regulations

FINANCIAL STATEMENT PREPARATION

Create financial statement timeline, review with client, and manage deadlines
Contact advisor to receive trades on trade date for financial statement semi & year end
Review "shell" financial statements (prior year numbers, new disclosures, etc.)
Typeset through SEI-selected typesetter Identify non-income producing securities Prepare draft financial statements and financial highlights Incorporate MD&A, graphs, etc. into draft financial statement Coordinate review with various departments (legal, tax, audit, etc.) and coordinate changes with printer Review "Blueline" and clear for print Complete N-SAR and file with the SEC Review and release EDGAR version of financial statement to SEC
CASH PROCESSING

Record T/A paid-in-capital activity using an automated T/A feed Reconcile shares and accruals with the T/A using automated T/A feed Resolve cash movement discrepancies Track differences between accrual and actual cash received from custodian using an automated feed Provide advisor with daily cash projection Reconcile security balances with custodian using an automated custodian feed

TREASURY SERVICES

Set expense assumptions and review preliminary budgets with clients Adjust budget assumptions and discuss with client quarterly Calculate monthly revenue
Create quarterly dividend payment report Populate SAIs with fee and expense data Complete expense section of prospectus Process payments to advisor, sub-advisor, and administrator

REGULATORY ASSISTANCE (COMPLIANCE)

Compile reports for audits, where data resides only at SEI Assist with SEC inquiries or requests for information with respect to records retained or service provided by SEI File N-30Ds

PORTFOLIO COMPLIANCE POST-TRADE (SECONDARY) CHECKS

Conduct secondary, T+2 quantitative compliance checks on portfolios Research potential portfolio deviations Provide advisors with notice of potential deviations identified by quantitative tests
Conduct quarterly IRS diversification tests (SubChapter M)

COMPLIANCE TRAINING & CONSULTING

Monitor regulatory developments and communicate material changes as needed

TAX SERVICES

Compute required capital gains distributions

Prepare estimated capital gain distributions twice per year (fiscal year end and excise).
Prepare federal and state tax returns for the RIC and Coordinate PFIC identification with Advisors bi-annually. Coordinate foreign tax credit notification to shareholders Prepare year-end 60-day notices

Prepare year-end provision and tax footnotes Provide data for year end 1099 and supplemental tax letters Calculate reallocations of income and notify T/A Conduct required income qualification tests Apply for TIN / EINs to commence business of new RICs Advise SEI's Fund Accounting on specific tax issues and assist in resolution of operational tax issues

FUND MANAGEMENT

Provide officers of the fund if requested

Respond to SEC inquiries
Provide fund's outside counsel with SEI's input to board books Coordinate with fund's outside counsel on new policies and pocedures Document portfolio compliance violations on a quarterly basis Provide advisors with quarterly "advisor checklist" with affiliated trades and authorized signers.
Attend board meetings as an interested party, if requested by the Trust

REGULATORY REPORT PRODUCTION

Coordinate with fund's outside counsel on drafting and filing N-1A, prospectuses, supplements, and SAIs Provide plot points and total return data for financial regulatory reporting (prospectuses, annuals, semi-annuals, proxies) Review annuals, semi-annuals, 24f-2 documents, and N-SARs

DISTRIBUTE REGULATORY REPORTS

         Determine print quantities for fund direct S/Hs and ADP beneficial
         S/Hs.
         Request distribution quantities and marketing quantities from client
         contact.
         Coordinate distribution instructions with print vendor
         Manage distribution process to all registered, beneficial, and omnibus
         shareholders for mailing up to 4 components.
         Manage distribution process to all other interested parties
         (broker/dealers, vendors, fulfillment warehouse, etc.)
--------------------------------------------------------------------------------

PROJECT MANAGEMENT

Provide consulting and project planning / project management for new funds, products, share classes, or load structures Provide consulting and project planning / project management for launch of new fund families

OPERATIONS SUPPORT / VENDOR MANAGEMENT

Apply for CUSIPs when new funds are opened

Apply for NASDAQ ticker symbols and NASDAQ media listings Assist in resolving material "as of" trades Notify vendors of changes in products, policies, procedures

[End of Schedule A]

SCHEDULE B
TO THE ADMINISTRATION AGREEMENT
DATED AS OF OCTOBER 8, 2001
BETWEEN
SCHRODER SERIES TRUST
AND
SEI INVESTMENTS MUTUAL FUNDS SERVICES

Portfolios:       This Agreement shall apply with respect to all portfolios of
                  the Trust, either now existing or in the future created. The
                  following is a listing of the current portfolios of the Trust
                  (collectively, the "Portfolios"):

                  Schroder Mid Cap Value Fund
                  Schroder Small Capitalization Value Fund

Fees:             Pursuant to Article 4, commencing as of November 5, 2001 each
                  Portfolio shall pay the Administrator its pro rata portion of
                  the following fees, calculated based upon the aggregate
                  average daily net assets of Schroder Capital Funds (Delaware)
                  and Schroder Series Trust (the "Schroder Funds Complex"):

                  0.15% on the first $300 million of average daily net assets
                  0.12% on average daily net assets in excess of $300 million

                  This fee schedule is subject to a cumulative minimum annual
                  fee for the Schroder Funds Complex of nine (9) Portfolio's in
                  existence at of the date of this Agreement, in the amount of
                  $603,000 for all such portfolios and classes.

                  The minimum fee shall be increased for each portfolio in
                  excess of nine (9) portfolios in the Schroder Funds Complex in
                  existence at of the date of this Agreement, as follows:
                  $50,000 for each portfolio that invests primarily in domestic
                  securities, and $70,000 for each portfolio that invests
                  primarily in international securities.

                  The minimum fee shall be increased for each new class added to
                  any portfolio in the Schroder Funds Complex after the date of
                  this Agreement, as follows: $12,500 for each new class added
                  to a portfolio that invests primarily in domestic securities,
                  and $17,000 for each new class added to a portfolio that
                  invests primarily in international securities.

                  The minimum fee shall be decreased if any portfolio in the
                  Schroder Funds Complex is fully liquidated after the date of
                  this Agreement as follows: $50,000 for each Portfolio that
                  invests primarily in domestic securities, and $70,000 for each
                  Portfolio that invests primarily in international securities.

                  The minimum fee shall be decreased if any class in the
                  Schroder Funds Complex is liquidated after the date of this
                  Agreement as follows: $12,500 for each class that invests
                  primarily in domestic securities and $17,000 for each class
                  that invests primarily in international securities.

                  Notwithstanding the foregoing, under no circumstances will the
                  minimum annual fee for Schroder Funds Complex be less than
                  $400,000 for all portfolios and classes in existence during
                  the term of this Agreement.

Term:             This Agreement shall become effective on November 5, 2001 and
                  shall remain in effect through October 31, 2004 ("Initial
                  Term") and , thereafter, shall renew and continue in full
                  force and effect unless and until this Agreement is terminated
                  by either party in accordance with the provisions of Article 6
                  hereof.

Misc.:            Trust acknowledges and agrees that Administrator reserves the
                  right to impose a $20,000.00 per annum surcharge against the
                  Schroder Funds Complex in the event the Portfolios have not
                  implemented by the first anniversary of this Agreement an
                  automated trade ticket process with Administrator to
                  facilitate the orderly and timely processing of portfolio
                  transactions, valuations and reconciliations, provided that
                  the surcharge may not be imposed in the event that the
                  Administrator has not implemented SWIFT.

                               [END OF SCHEDULE B]

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated December 21, 2001, relating to the financial statements and financial highlights of Schroder Small Capitalization Value Fund and Schroder MidCap Value Fund of Schroder Series Trust which appears in the October 31, 2001 Annual Report to Shareholders of Schroder Mutual Funds, which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights", "Independent Accountants" and "Financial Statements" in such Registration Statement.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
January 28, 2002

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report dated December 14, 1999 on the financial statements of Schroder Series Trust for the year ended October 31, 1999 and to all references to our Firm included in or made part of the registration statement of Schroder Series Trust filed on Form N-1A (Post-Effective Amendment No. 15), Investment Company Act File NO. 811-7840 (33-65632 under the Securities Act of 1933), with the Securities and Exchange Commission.

ARTHUR ANDERSEN LLP

New York, New York
January 28, 2002

CODE OF ETHICS

SCOPE AND PURPOSE

This Code of Ethics (the "Code") applies to:

o        all officers, directors and employees of:                                                 }
-          Schroder Investment Management North America Inc.,                }  Collectively       }
-          Schroder Investment Management North America Limited              }  "SIM NA"           }
-          Schroder Fund Advisors Inc., ("SFA")                              }                     }
o        New York based employees of Schroder US Holdings Inc. ("SUSHI")     }                     }   Collectively
o        all  persons   employed  by  any   subsidiary   of  Schroders  plc                        }   The "US
         ("Schroders")  who  are  Access  Persons  (as  defined  below)  of                        }   Schroder
         any registered investment company managed by SIM NA                 }  Collectively       }   Group"
o        Schroder  Series  Trust,  Schroder  Series  Trust II and  Schroder  }  "Schroder Funds"   }
         Capital Funds (Delaware)                                            }                     }
                                                                                                   }
o        all officers  and  directors of Schroder  Series  Trust,  Schroder                        }
         Series Trust II and Schroder Capital Funds (Delaware).                                    }

Set forth below is the Code of Ethics (the "Code") for the US Schroder Group, as required by Rule 17j-1 under the Investment Company Act of 1940 (the "Investment Company Act"), Section 204A of the Investment Advisers Act of 1940 (the "Advisers Act"), Rule 204-2(a)(12) under the Advisers Act and Section 20A of the Securities Exchange Act of 1934 (the "Exchange Act"). The Code applies to every officer, director and employee (full- and part-time) of the US Schroder Group.

The objective of the Code is to ensure that all business dealings and securities transactions undertaken by employees, whether for clients or for personal purposes, are subject to the highest ethical standards. Incorporated within the Code are an Insider Trading Policy and a Personal Securities Transactions Policy, which contain procedures that must be followed by all personnel.

The Code contains additional restrictions and requirements for Access Persons (as defined below), including all US Schroder Group portfolio managers, investment analysts, traders, and those employees who, in connection with their duties, are aware of securities under consideration for purchase or sale on behalf of clients. Persons employed as dealers by affiliates of the US Schroder Group who place trades on behalf of SIM NA clients are also subject to this Code. Such persons will be notified in writing of their status. These restrictions are

designed to prevent any conflict or the appearance of any conflict of interest between trading for their personal accounts and securities transactions initiated or recommended for clients.

STATEMENT OF POLICIES

(A) CONFIDENTIALITY

Personnel are expected to honor the confidential nature of company and client affairs. Information designated as confidential shall not be communicated outside of the US Schroder Group or other affiliated companies of Schroders other than to advisers consulted on a confidential basis, and shall only be communicated within Schroders on a "need to know" basis or as otherwise authorized by management in conformity with the Code.

Personnel must also avoid making unnecessary disclosure of any internal information concerning Schroders and its business relationships and must use such information in a prudent and proper manner in the best interests of Schroders and its clients.

(B) LEVEL OF CARE

Personnel are expected to represent the interests of Schroders and its clients in an ethical manner and to exercise due skill, care, prudence and diligence in all business dealings, including but not limited to compliance with all applicable regulations and laws, and to avoid illegal activities and other conduct specifically prohibited to its personnel by the respective policies of any of the US Schroder Group companies in relation to which a person is a director, officer or employee.

All personnel have fiduciary duties:

(i) at all times to place the interests of their clients before their own and not to take inappropriate advantage of their position, and

(ii) to conduct themselves in a manner which will avoid any actual or potential conflict of interest or any abuse of a position of trust and responsibility.

(D) REQUIREMENTS

(i) Personnel are required to comply with the Insider Trading Policy and Personal Securities Transactions Policy incorporated herein.

Personnel are prohibited from serving on the board of directors of any publicly listed or traded company or of any company whose securities are held in any client portfolio, except with the prior authorization of the Chairman or Chief Executive of SIM NA or, in their absence, a majority of the Management Committee, based upon a determination that the board service would be consistent with the interests of Schroders' clients. If permission to serve as a director is given, the company will be placed permanently on Section Two of the US Schroder Group Restricted List. Transactions in that company's securities for client and personal securities accounts will only be authorized when certification has been obtained from that company's Secretary or similar officer that its directors are not in possession of material price sensitive information with respect to its securities.

COMPLIANCE

The Compliance Departments (US and London) are responsible for ensuring that a copy of the Code is delivered to all persons at the time of the commencement of their employment with any US Schroder Group. As a condition of continuing employment, each employee is required to acknowledge in writing receipt of a copy of the Code and that he or she has understood the obligations and responsibilities hereunder and on an annual basis to certify compliance with it on the form provided.

The Compliance Departments (US and London) are responsible for maintaining the records and filings required under the Code and making appropriate reports to the Boards of all funds managed by a US Schroder Group company in compliance with Rule 17j-1 under the Investment Company Act.

QUESTIONS

All questions about an individual's responsibilities and obligations under the Code of Ethics should be referred to the Chief Compliance Officer in New York or London.

INSIDER TRADING POLICY

THE SCOPE AND PURPOSE OF THE POLICY

It is a violation of United States federal law and a serious breach of Schroders' policies for any employee to trade in, or recommend trading in, the securities of a company, either for his/her personal gain or on behalf of the firm or its clients, while in possession of material, nonpublic information ("inside information") which may come into his/her possession either in the course of performing his/her duties, or through personal contacts. Such violations could subject you, Schroders, and our parent organizations, to significant civil as well as criminal liability, including the imposition of monetary penalties, and could also result in irreparable harm to the reputation of Schroders. Tippees (i.e., persons who receive material, nonpublic information) also may be held liable if they trade or pass along such information to others.

The US Insider Trading and Securities Fraud Enforcement Act of 1988 ("ITSFEA") requires all broker-dealers and investment advisers to establish and enforce written policies and procedures reasonably designed to prevent misuse of material, non-public information. Although ITSFEA itself does not define "insider trading", the US Supreme Court has previously characterized it as the purchase or sale of securities (which include debt instruments and put and call options) while in possession of information which is both material and non-public, i.e., information not available to the general public about the securities or related securities, the issuer and in some cases the markets for the securities. The provisions of ITSFEA apply both to trading while in possession of such information and to communicating such information to others who might trade on it improperly.

MATERIALITY

Inside information is generally understood as material information about an issuer of publicly-traded securities that has not been made known to either the professional investment community or to the public at large. Inside information is material if it would be likely to have an effect on the price of the issuer's securities or if a reasonable investor would be likely to consider it important in making his/her investment decision. Such information usually originates from the issuer itself and could include, among other things, knowledge of a company's earnings or dividends, a significant change in the value of assets, changes in key personnel or plans for a merger or acquisition.

For example, a portfolio manager or analyst may receive information about an issuer's earnings or a new product in a private communication with the issuer. Such information is usually considered material and is generally inside

information because it has not been effectively disseminated to the public at large. As a general rule, any information received from an issuer that has not been made public in a press release or a public filing will be considered inside information. Upon learning the information, the employee may not purchase or sell securities of the issuer for him/herself or for any account under management until the information is effectively disseminated to the public.

If an employee has received information regarding an issuer and he/she believes that the information given has not been given in breach of fiduciary duties, then that person may retain and act upon the information.

Market information which emanates from outside the corporation but affects the market price of an issuer's securities can also be inside information. For example, inside information can also originate within Schroders itself. This would include knowledge of activities or plans of an affiliate, or knowledge of securities transactions that are being considered or executed on behalf of clients. Inside information can also be obtained from knowledge about a client that an employee has discovered in his/her dealings with that client. Inside information pertaining to a particular issuer could also involve another company that has a material relationship to the issuer, such as a major supplier's decision to increase its prices.

In addition, Rule 14e-3 under the Exchange Act makes it unlawful to buy or sell securities while in possession of material information relating to a tender offer, if the person buying or selling the securities knows or has reason to know that the information is nonpublic and has been acquired, directly or indirectly from the person making or planning to make the tender offer, from the target company, or from any officer, director, partner or employee or other person acting on behalf of either the bidder or the target company. This rule prohibits not only trading, but also the communication of material, nonpublic information relating to a tender offer to another person in circumstances under which it is reasonably foreseeable that the communication will result in a trade by someone in possession of the material, nonpublic information.

PROCEDURES AND RESPONSIBILITIES OF EMPLOYEES

1. Personnel who acquire non-public information (that may possibly be material) about a company are immediately prohibited from:

(a) trading in the securities of that company or related securities and financial instruments (as defined below) whether for client accounts or for any personal accounts, and

(b) communicating the information either inside or outside Schroders except as provided below.

2. Personnel who acquired non-public information should report the matter to Compliance (US or London, as appropriate).

3. After Compliance has reviewed the issue, you will be instructed to either continue the prohibitions against trading and communicating or the restrictions on trading and communicating the information will be lifted.

PENALTIES

Penalties for trading on or communicating material, nonpublic information are severe, both for the individuals involved in such unlawful conduct and their employers. Under the law, a person can be subject to some or all of the penalties below, even if s/he does not personally benefit from the violation. Penalties include:

1) civil injunctions;

2) disgorgement of profits;

3) treble damages - fines for the access person who committed the violation, of up to 3 times the profit gained or loss avoided, whether or not the person actually benefited;

4)     fines for the employer or other controlling person of up to the
       greater of $1,000,000,  or 3 times the profit gained or loss
       avoided; and

5)     jail sentences.

SPECIAL PROVISIONS FOR TRADING IN THE SECURITIES OF SCHRODERS PLC

Special restrictions apply to dealing in the securities of Schroders plc because staff, by virtue of their employment, may be deemed to have Inside Information:

1. Securities of Schroders plc will not be purchased for any client account without the permission of that client, and then only if permitted by applicable law.
2. Personal securities transactions in the securities of Schroders plc are subject to blackout periods and other restrictions which are outlined in the UK Staff Dealing Rules which can be found on Group Compliance's intranet website.
US SCHRODER GROUP RESTRICTED LIST

The US Schroder Group Restricted List is circulated only to those employees responsible for placing securities trades.

SECTION ONE: No personnel may place trades in any securities, which term includes options, warrants, debentures, futures, etc., on such securities, of any company on Section One of the US Schroder Group Restricted List for any account whatsoever, including client accounts or personal accounts at any time.

SECTION TWO: Trades in the securities or related securities of any company on
Section Two of the US Schroder Group Restricted List (which contains those companies that have an officer of a US Schroder Group Company on their board of directors, or where a US Schroder Group Company manages a part of their balance sheet assets, i.e., corporate cash rather than pension fund assets) may only be undertaken with the written permission of Compliance.

No approval to trade will be given:

(i) for any securities of a company currently on Section One of the US Schroder Group Restricted List;

(ii) for any security of a company on Section Two of the US Schroder Group Restricted List because an officer of a US Schroder Group Company serves as a director of that company unless confirmation from that company's Secretary or similar officer is obtained that its directors are not in possession of material price sensitive information with respect to its securities. Permission to trade in the securities of any company on Section Two of the US Schroder Group Restricted List because a US Schroder Group Company manages balance sheet assets for that company (as opposed to pension fund assets) will only be given if confirmation is obtained from the portfolio manager responsible for that client that no US Schroder Group Company holds any price sensitive information with respect to that company. Permission will not, in any event, be given to any personnel personally involved in the management of that client's account.

PERSONAL SECURITIES TRANSACTIONS
POLICY

SUMMARY

All employees of the US Schroder Group are subject to the restrictions contained in this Personal Securities Transactions Policy (the "Policy") with respect to their securities transactions. The following serves as a summary of the most common restrictions. Please refer to specific sections that follow this summary for more detail, including definitions of persons covered by this Policy, accounts covered by this Policy ("Covered Accounts"), securities covered by this Policy ("Covered Securities"), reports required by this Policy and the procedures for compliance with this Policy.

o All purchases or sales of Covered Securities (generally, stocks and bonds) by employees, and certain of their family members, must be precleared, except as noted below.

o All US-based employees (except San Francisco-based employees) must execute their transactions in Covered Securities either through Charles Schwab or Salomon Smith Barney.

o All London-based and San Francisco-based personnel must have duplicate confirmations of trades sent to Compliance in London.

o Access Persons (as defined below) are prohibited from purchasing or selling a Covered Security, within seven calendar days before or after a client has traded in the same (or a related) security unless a de minimis exception applies.

o De minimis exceptions: For North America-based personnel (except San Francisco-based employees), there is a de minimis exception pertaining to transactions of up to 500 shares per week of a large cap US equity. For London-based and San Francisco-based personnel, there is a de minimis exception for transactions in mainstream (e.g., FTSE 100) securities up to
(pound)7,000 per month.

o Access Persons are prohibited from profiting from the purchase and sale or sale and purchase of a Covered Security, or a related security, within 60 calendar days.

o Any employee wishing to buy U.S. securities in an initial public offering or a private placement must receive prior permission from the Chief Compliance Officer in New York.

ACCESS PERSON means any director, officer or employee of SIM NA, SFA, SUSHI or the Schroder Funds who is an Advisory Person. Persons employed as dealers by affiliates of SIM NA who place trades on behalf of SIM NA clients are deemed Access Persons.

ADVISORY PERSON is any employee of the US Schroder Group who, in connection with his/her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security on behalf of any US advisory client or information regarding securities under consideration for purchase or sale on behalf of such clients or whose functions relate to the making of any recommendations with respect to such purchases or sales.

COVERED SECURITIES

Securities, such as stocks, bonds and options, are covered by this Policy. The same limitations pertain to transactions in a security related to a Covered Security, such as an option to purchase or sell a Covered Security and any security convertible into or exchangeable for a Covered Security.

NOT COVERED BY THIS POLICY ARE:

o shares or units in any open-end US registered investment company (mutual fund or unit investment trust), including Exchange Traded Funds ("ETFs"), SPDRs, HLDRS, etc.
o shares of any UK authorized unit trust, recognized funds and OEICS
o securities which are direct obligations of the U.S. Government
(i.e., Treasuries)
o any debt security directly guaranteed by any OECD member Government
o bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments(1)

IF A SECURITY IS NOT COVERED BY THIS POLICY, YOU MAY PURCHASE OR SELL IT WITHOUT OBTAINING PRECLEARANCE AND YOU DO NOT HAVE TO REPORT IT.

COVERED ACCOUNTS

An account covered by this Policy is an account in which Covered Securities are owned by you. This includes IRA accounts. Under the Policy, accounts held by your spouse (including his/her IRA accounts), minor children and other members of your immediate family (children, stepchildren, grandchildren, parents, step parents, grandparents, siblings, in-laws and adoptive relationships) who share your household are also considered your accounts. In addition, accounts

(1) High quality short-term debt instruments means any instrument having a maturity at issuance of less than 368 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Organization, or which is unrated but is of comparable quality.

maintained by your domestic partner (an unrelated adult with whom you share your home and contribute to each other's support) are considered your accounts under this Policy.

IF YOU ARE IN ANY DOUBT AS TO WHETHER AN ACCOUNT FALLS WITHIN THIS DEFINITION OF COVERED ACCOUNT, PLEASE SEE COMPLIANCE. FURTHER, IF YOU BELIEVE THAT THERE IS A REASON THAT YOU ARE UNABLE TO COMPLY WITH THE POLICY, FOR EXAMPLE, YOUR SPOUSE WORKS FOR ANOTHER REGULATED FIRM, YOU MAKE SEEK A WAIVER FROM COMPLIANCE.

BLACK OUT PERIODS - ACCESS PERSONS ONLY

o In order to prevent employees from buying or selling securities in competition with orders for clients, or from taking advantage of knowledge of securities being considered for purchase or sale for clients,(2) Access Persons will not be able to execute a trade in a Covered Security within seven calendar days before or after a client has traded in the same (or a related) security unless a de minimis exception applies.

o De minimis exception - US: Transactions involving shares in certain companies traded on US stock exchanges or the NASDAQ will be approved regardless of whether there are outstanding client orders unless there is a large outstanding order for the purchase or sale of such securities by clients. A large order will generally occur if the US equity large cap model has been revised. Other than an adjustment in the model, outstanding orders for wrap fee or managed accounts or to re-balance institutional or private accounts, will not preclude clearance for a de minimis transaction.
o The exception applies to transactions involving no more than 500 shares per issuer per week in the aggregate for an employee's Covered Accounts, in securities of companies with market capitalizations of $5 billion or more. In the case of options, an employee may purchase or sell up to 5 option contracts per week to control up to 500 shares in the underlying security of such large cap company.
o Preclearance is required for all US de minimis transactions.

o De minimis exception - London: Transactions in readily marketable securities listed on a recognized exchange and part of an internationally recognized index (e.g., FTSE 100) of (pound)7,000 or less per month, per security.
o Preclearance is not required for London de minimis transactions nor are they subject to the 60 day holding period described below. Duplicate contract notes must be sent to Compliance in accordance with The Schroder Group UK Staff Dealing Rules ("The Rules"), which are incorporated by reference.

(2) A security is "being considered for purchase or sale" when a recommendation to purchase or sell a security has been made or communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

HOLDING PERIODS

Short Term Trading: All personnel are strongly advised against short-term trading. Any personnel who appear to have established a pattern of short term trading may be subject to additional restrictions or penalties including, but not limited to, a limit or ban on future personal trading activity and a requirement to disgorge profits on short-term trades.

ACCESS PERSONS CANNOT PURCHASE OR SELL THE SAME COVERED SECURITY WITHIN 60 DAYS IF SUCH TRANSACTIONS WILL RESULT IN A PROFIT.

The Short Term Trading Prohibition shall not pertain to the exercise of a call sold by an employee to cover a long position. However, although an Access Person may purchase a put to cover a long position, the exercise of such put will only be approved if the underlying security was held for the minimum required period (60 days). The exercise of a covered put is subject to the same preclearance and reporting requirements as the underlying security.

PERSONAL TRADING/DEALING

The following section addresses how to obtain preclearance, when you may trade and how to establish an account. The procedures vary in detail, depending upon where you work, but do not vary in principle. For ease of understanding, this section is divided according to geographic area.

IF AN EMPLOYEE FAILS TO PRECLEAR A COVERED TRANSACTION, S/HE MAY BE MONETARILY PENALIZED, BY FINE OR DISGORGEMENT OF PROFITS OR AVOIDANCE OF LOSS. VIOLATIONS OF THIS POLICY WILL RESULT IN REPRIMANDS AND COULD ALSO AFFECT THE PERSON'S EMPLOYMENT AT SCHRODERS.

US-Based Personnel

o All US-based personnel are required to maintain their Covered Accounts at either Charles Schwab or Salomon Smith Barney.

o Personnel on secondment from London may apply to Compliance for a waiver of the requirement to maintain their Covered Accounts at Schwab or SSB. However, any seconded employee wishing to trade in US securities must follow the procedures as set forth for US-based personnel unless waived by Compliance. Seconded employees who do not maintain Covered Accounts in the US are required to follow the procedures set forth in The Rules and obtain the appropriate clearance from London.

o Preclearance is obtained by completing a Request to Trade Form. Clearance must be obtained from the appropriate asset class manager and

then from Compliance. Attached to this Policy is a list of the personnel who may preclear a trade.

o Preclearance is valid until close of business on the next business day following receipt of preclearance. If the transaction has not been executed within that timeframe, a new preclearance must be obtained. Please be sure to give the original Request to Trade Form to Compliance and keep a copy for yourself.

IF YOU WISH TO PURCHASE AN INITIAL PUBLIC OFFERING(3) OR SECURITIES IN A PRIVATE PLACEMENT(4) YOU MUST OBTAIN PERMISSION FROM THE CHIEF COMPLIANCE OFFICER.

The following transactions do not require pre-clearance:

o Transactions in a Covered Account over which the employee has no direct or indirect influence or control such as where investment discretion is delegated in writing to an independent fiduciary. Compliance must receive evidence of the delegation.
o Transactions which are non-volitional on the part of the employee (i.e., the receipt of securities pursuant to a stock dividend or merger, a gift or inheritance). However, the sale of securities acquired in a non-volitional manner is treated as any other transaction and subject to pre-clearance.
o Purchases of the stock of a company pursuant to an automatic dividend reinvestment plan, automatic direct stock purchase plan, dividend reinvestment plan or employee stock purchase plan sponsored by such company. If the deductions are on an automatic, regular (i.e., weekly, monthly, etc.) basis from either a paycheck or a bank or money market account, need not be pre-cleared.
o The receipt or exercise of rights issued by a company on a pro rata basis to all holders of a class of security and the sale of such rights. However, if you purchase the rights from a third-party, the transaction must be pre-cleared. Likewise, the sale of such rights must be pre-cleared.

(3) An IPO is an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to reporting requirements under the federal securities laws.

(4) A private placement is an offering of securities that are not registered under the Securities Act because the offering qualified for an exemption from the registration provisions.

London-based Personnel

All London-based personnel are required to comply with the requirements of The Rules, which can be found on Compliance's intranet site (in the Compliance Manual).

SAN FRANCISCO BASED EMPLOYEES ARE SUBJECT TO THE RULES.

o Upon establishing an account, London-based personnel are required to make arrangements for copies of all contracts and confirmations to be sent to Compliance in London.

o In addition to the dealers' sign-off, approval must be obtained from the senior asset class manager, unless the transaction is covered under the de minimis exception. A list of such dealers and managers can be found in The Rules.

Purchases of non-US securities in the retail tranche of a new issue are permitted where the securities are acquired through a retail application form which does not disclose, and where allotment is not dependent on, the applicant's affiliation with Schroders.

TORONTO AND MEXICO CITY BASED EMPLOYEES

All Toronto and Mexico City based SIM NA personnel may maintain Covered Accounts at the brokerage firm of their choosing, provided that Compliance (New York) is notified. These employees are required to provide Compliance with copies of monthly/periodic account statements and trade confirmations.

Preclearance is obtained in the same manner as for US-based personnel. Once you have obtained preclearance, you must complete the transaction by the close of the following business day. Please be sure to send the original Request to Trade Form to Compliance in New York and to keep a copy for yourself.

ALL OTHER ACCESS PERSONS

All other persons who are deemed Access Persons, wherever geographically situated, are subject to their local policies and procedures relating to personal securities transactions. Records of such Access Persons' personal transactions will be maintained in accordance with Rule 204-2(a)(12) under the Advisers Act

and made available to representatives of the US Securities and Exchange Commission upon request.

REPORTING REQUIREMENTS

All personnel are required to report their transactions in Covered Securities as follows.

Reports of Each Transaction in a Covered Security

o Personnel are required to report to Compliance, no later than at the opening of business on the business day following the day of execution of a trade for a Personal Account the following information:

name of security
nature of transaction (purchase, sale, etc.) number of shares/units or principal amount price of transaction
date of trade
name of broker

SSB and Schwab provide the New York Compliance Department with a daily report of the above information with respect to any personal securities transactions executed by US-based personnel. Toronto and Mexico based personnel may discharge these obligations by arranging in advance for copies of contract notes/confirmations for all their transactions to be sent automatically to Compliance in New York.

The reporting obligation of London-based and San Francisco-based personnel may be discharged by brokers sending copies of contract notes/confirmations for all transactions to Compliance in London.

Any personnel seconded from London to New York who are granted a waiver from the requirement to maintain personal accounts at SSB or Schwab shall, within ten days after the end of each calendar quarter, provide Compliance in New York with copies of all preclearance forms and contract notes for transactions executed during the preceding quarter.

Initial Employment

o No later than 10 days after initial employment with a US Schroder Group Company, each employee must provide Compliance (New York or London, as appropriate) with a list of each Covered Security s/he owns (as defined above). The information provided must include the title of the security, number of shares owned, and principal amount, as well as a of list of all

Covered Accounts where Covered Securities are held. The employee must sign and date the report.

Quarterly Reports

o No later than 10 days after the end of each calendar quarter, each employee will provide Compliance (New York or London, as appropriate) with a report of all transactions in Covered Securities in the quarter, including the name of the Covered Security, the number of shares and principal amount, whether it was a buy or sell, the price and the name of the broker through whom effected. Report of any new Covered Accounts established during the quarter, including the name of the broker/dealer and the date the Covered Account was established, must also be made. The report must be signed and dated by the employee.

Annual Reports

o Within 30 days after the end of the calendar year, each employee must report all his/her holdings in Covered Securities as at December 31, including the title, number of shares and principal amount of each Covered Security the employee owns (as defined above) and the names of all Covered Accounts. The employee must sign and date the report.

Exceptions:

o A director of a Schroder Fund who is not an "interested person"(5) is not required to make initial, quarterly or annual reports provided that s/he did not know, nor in the ordinary course of fulfilling his/her duties as a director, s/he should not have known, that during the 15 day period immediately before or after his/her transaction in a Covered Security, the Fund purchased or sold the Covered Security or that the Covered Security was considered for purchase or sale by the Fund.

The information on personal securities transactions received and recorded will be deemed to satisfy the obligations contained in Rule 204-2(a)(12) under the Advisers Act and Rule17j-1 under the Investment Company Act. Such reports may, where appropriate, contain a statement to the effect that the reporting of the transaction is not to be construed as an admission that the person has any direct or indirect beneficial interest or ownership in the security.

ADMINISTRATION OF THE CODE

At least annually, the Chief Compliance Officer in New York, on behalf of SIMNA, will furnish to the board of the Schroder Funds and any other US

(5) As defined in Section 2(a)(19) of the Investment Company Act.

registered investment companies to which SIM NA acts as adviser or subadviser, a written report that:

(i) Describes any issues arising under the Code or this Policy since the last report to the board, including, but not limited to, information about material violations of the Code or this Policy and sanctions imposed in response to the material violations; and

(ii) Certifies that the SIM NA has adopted procedures reasonably necessary to prevent Access Persons from violating the Code or this Policy.

Adopted: October 1, 1995
Amended: May 15, 1996
May 1, 1997
June 12, 1998
June 2, 1999
March 14, 2000
August 14, 2001

APPENDIX

The following members of the Compliance Department are authorized to preclear personal transactions for persons subject to the US rules:

Barbara Brooke Manning
Evett Lawrence
Brian Murphy

The following portfolio managers are authorized to preclear personal transactions:

New York:         US Large Cap:     Andrew Smethurst, Timothy Pettee
                  US Small Cap:     Ira Unschuld
                  US Fixed Income:  Steven Lear
                  Non-US:           Michael Perelstein, Deborah Chaplin,
                                    Shigemi Takagi

Boston:           US Small Cap:     Nancy Tooke