SCHRODER CAPITAL FUNDS (DELAWARE)
                        INVESTMENT SUBADVISORY AGREEMENT

                          SCHRODER INTERNATIONAL FUND

This AGREEMENT dated as of the 10th day of February 2004, is entered into among
Schroder Capital Funds (Delaware) (the "Trust"), a business trust organized
under the laws of the State of Delaware with its principal place of business at
875 Third Avenue, 22nd Floor, New York, NY 10022, Schroder Investment Management
North America Inc. (the "Adviser"), a corporation organized under the laws of
the State of Delaware with its principal place of business at 875 Third Avenue,
22nd Floor, New York 10022, and Schroder Investment Management North America
Limited (the "Subadviser"), a U.K. corporation with its principal office and
place of business at 31 Gresham Street, London, U.K. EC2V 7QA.

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as
amended (the "Act"), as an open-end management investment company;

WHEREAS, the Subadviser is registered with the Securities and Exchange
Commission (the "Commission") as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), and is regulated by the
United Kingdom's Financial Services Authority ("FSA") in the conduct of any
investment business the Subadviser performs in the United Kingdom;

WHEREAS, the Trust and the Adviser desire that the Subadviser perform investment
advisory services for the Schroder International Fund series of the Trust (the
"Fund") and the Subadviser is willing to provide those services on the terms and
considitons set forth in this Agreement; and

WHEREAS, the Subadviser is willing to render such investment advisory services
on behalf of the Fund;

NOW THEREFORE, in consideration for the promises and covenants contained herein,
the Trust, the Adviser and the Subadviser hereby agree as follows:

SECTION 1. INVESTM4ENT SUBADVISER; APPOINTMENT

Subject to the oversight of the Board of Trustees of the Trust (the "Board"),
the Adviser manages the investment and reinvestment of the assets of the Fund
and otherwise provides management and certain other services as specified in the
Amended and Restated Investment Advisory Agreement, dated as of January 9, 1996,
between the Adviser and the Trust on behalf of the Fund (the "Investment
Advisory Agreement").

The Adviser hereby employs the Subadviser, subject to the direction and control
of the Adviser and the oversight of the Board, to manage the investment and
reinvestment of the assets in the Fund and, without limiting the generality of
the foregoing, to provide other investment management services required of the
Adviser under and in accordance with the Invesmtent



Advisory Agreement. The Subadviser hereby accepts such employment and agrees to
provide such services for the consideration herein provided, all subject to and
in accordance with the terms and conditions of this Agreement.

SECTION 2. DUTIES OF THE SUBADVISER

     (a) Subject to the direction and control of the Adviser and the oversight
     of the Board, the Subadviser shall make decisions with respect to all
     purchases and sales of securities and other investment assets in the Fund.
     To carry out such decisions, the Subadviser is hereby authorized, as agent
     and attorney-in-fact for the Trust, for the account of, at the risk of and
     in the name of the Trust, to place orders and issue instructions with
     respect to those transactions of the Fund. In all purchases, sales and
     other transactions in securities for the Fund, the Subadviser is authorized
     to exercise full discretion and act for the Trust in the same manner and
     with the same force and effect as the Trust might or could do with respect
     to such purchases, sales or other transactions, as well as with respect to
     all other things necessary or incidental to the furtherance or conduct of
     such purchases, sales or other transactions.

     (b) Upon request, the Subadviser will report to the Board (either directly
     or through the Adviser) all changes in the Fund since the prior report, and
     will keep the Board informed (either directly or through the Adviser) of
     important developments affecting the Trust, the Fund and the Subadviser,
     and on its own initiative, will furnish the Board (either directly or
     through the Adviser) from time to time with such information as the
     Subadviser may believe appropriate for this purpose, whether concerning the
     individual companies whose securities are included in the Fund's holdings,
     the industries in which they engage, or the economic, social or political
     conditions prevailing in each country in which the Fund maintains
     investments. The Subadviser will also furnish the Board (either directly or
     through the Adviser) with such statistical and analytical information with
     respect to securities in the Fund as the Subadviser may believe appropriate
     or as the Adviser or the Board reasonably may request. In making purchases
     and sales of securities for the Fund the Subadviser will comply with the
     policies set from time to time by the Board as well as the limitations
     imposed by the Trust's Trust Instrument and Registration Statement under
     the Act and the Securities Act of 1933, as amended, the limitations in the
     Act and in the Internal Revenue Code of 1986, as amended, in respect of
     regulated investment companies, and the investment objectives, policies and
     restrictions of the Fund.

     (c) The Subadviser shall maintain records for the Fund relating to
     portfolio transactions and the placing and allocation of brokerage orders
     as are required to be maintained by the Trust under the Act. The Subadviser
     shall prepare and maintain, or cause to be prepared and maintained, in such
     form, for such periods and in such locations as may be required by
     applicable law, all documents and records relating to the services provided
     by the Subadviser pursuant to this Agreement required to be prepared and
     maintained by the Subadviser or the Trust pursuant to the rules and
     regulations of any national, state, or local government entity with
     jurisdiction over the Subadviser or the

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     Trust, including the Commission and the Internal Revenue Service. The books
     and records pertaining to the Trust which are in possession of the
     Subadviser shall be the property of the Trust. The Trust, or the Trust's
     authorized representatives, shall have access to such books and records at
     all times during the Subadviser's normal business hours. Upon the
     reasonable request of the Trust, copies of any such books and records shall
     be provided promptly by the Subadviser (either directly or through the
     Adviser) to the Trust or its authorized representatives.

     (d) The Subadviser acknowledges and agrees that the Adviser is ultimately
     responsible for providing to the Fund the services required of it under
     the Investment Advisory Agreement. Accordingly, the Subadviser shall
     discharge its duties and responsibilities specified in this Section 2 and
     elsewhere in this Agreement subject at all times to the direction, control
     and oversight of the Adviser. In furtherance thereof, the Subadviser shall,
     without limitation, (i) make its offices available to representatives of
     the Adviser for on-site inspections and consultations with the officers and
     applicable portfolio managers of the Subadviser responsible for the
     day-to-day management of the Fund, (ii) upon request, provide the Adviser
     with copies of all records it maintains regarding its management of the
     Fund and (iii) report to the Adviser each calendar quarter and at such
     other times as the Adviser may reasonably request regarding (A) the
     Subadviser's implementation of the Fund's investment program and the Fund's
     portfolio composition and performance, (B) any policies and procedures
     implemented by the Subadviser to ensure compliance with United States
     securities laws and regulations applicable to the Subadviser and the Fund,
     (C) the Fund's compliance with the investment objectives, policies and
     limitations set forth in the Fund's then current Prospectus and Statement
     of Additional Information and any additional operating policies or
     procedures that the Trust communicates to the Subadviser in writing (either
     directly or through the Adviser) and (D) such other matters as the Adviser
     may reasonably request.

SECTION 3. EXPENSES

The Subadviser agrees to provide, at its own expense, the office space,
facilities, furnishings and equipment, and the staff and personnel necessary for
the Subadviser to perform the services required of it under this Agreement.
Except as provided in this Agreement, the Subadviser shall have no
responsibility or obligation to pay any costs or expenses of the Trust, the Fund
or the Adviser.

SECTION 4. STANDARD OF CARE

     (a) The Trust and the Adviser shall expect of the Subadviser, and the
     Subadviser will give the Trust and the Adviser the benefit of, the
     Subadviser's best judgment and efforts in rendering its services on behalf
     of the Fund, and as an inducement to the Subadviser's undertaking these
     services the Subadviser shall not be liable hereunder for any mistake of
     judgment or in any event whatsoever, except for lack of good faith,
     provided that nothing herein shall be deemed to protect, or purport to
     protect, the Subadviser against any liability to the Trust, the Trust's
     shareholders or the Adviser to which the Subadviser


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     would otherwise be subject by reason of willful misfeasance, bad faith or
     gross negligence in the performance of the Subadviser's duties hereunder,
     or by reason of the Subadviser's reckless disregard of its obligations and
     duties hereunder. As used in this Section 5, the Term "Subadviser" shall
     include any affiliated person of the Subadviser (other than the Adviser)
     performing services on behalf of the Fund contemplated hereby and
     directors, officers and employees of the Subadviser as well as the
     Subadviser itself.

     (b) The Subadviser shall not be liable for any losses caused by
     disturbances of its operations by virtue of force majeure, war, riot, or
     damage caused by nature or due to other events for which it is not
     responsible (e.g., strike, lock-out or losses caused by the imposition of
     foreign exchange controls, expropriation of assets or other acts of
     domestic or foreign authorities) except under circumstances provided for in
     Section 5(a).

The presence of exculpatory language in this Agreement shall not in any way
limit or be deemed ay anyone as in any way limiting causes of action and
remedies which may, notwithstanding such language, be available to the Trust,
the Trustees of the Trust, the Fund, the Adviser, the Subadviser or any other
party appointed pursuant to this Agreement (including without limitation any
custodian), either under common law or statutory law principles applicable to
fiduciary relationships or under the federal securities laws of the United
States.

In addition, nothing in this Agreement shall exclude any liability of the
Subadviser to the Fund arising under the United Kingdom Financial Services and
Markets Act of 2000 ("FSMA"), any regulations made under the FSMA, the Pensions
Act of 1995 or FSA Rules. In accordance with FSA requirements, the Subadviser
has classified the Fund as an Intermediate Customer.

SECTION 5. COMPENSATION

For the services to be rendered by the Subadviser as provided in this Agreement,
the Adviser (and not the Trust or the Fund) will pay to the Subadviser a monthly
fee in an amount equal to twenty-five percent (25%) of all fees actually paid by
the Fund to the Adviser for such month under Section 6 of the Investment
Advisory Agreement; provided, however, that the Subadviser's fee payable
hereunder for any period shall be reduced such that the Subadviser bears
twenty-five percent (25%) of any voluntary fee waiver observed or expense
reimbursement borne by the Adviser with respect to the Fund for such period. For
clarity, the Adviser shall be obligated to pay the Subadviser fees hereunder for
any period only out of and following the Adviser's receipt from the Fund of
advisory fees pursuant to Section 6 of the Investment Advisory Agreement for
such period. Subject to the foregoing, such fees shall be accrued by the Adviser
daily and shall be payable monthly in arrears on the first day of each calendar
month for services performed hereunder during the prior calendar month.

SECTION 6. EFFECTIVENESS, DURATION, AND TERMINATION

     (a) This Agreement shall become effective on the date first written above
     and shall remain in effect for a period of one year from the date of its
     effectiveness and shall continue in effect for successive twelve-month
     periods (computed from each anniversary date of the approval); provided
     that such continuance is specifically approved at least


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     annually (i) by the Board or by the vote of a majority of the outstanding
     voting securities of the Fund, and, in either case, (ii) by a majority of
     the Trust's Trustees who are not parties to this Agreement or interested
     persons of any such party (other than as Trustees of the Trust); provided
     further, however, that if this Agreement or the continuation of this
     Agreement is not approved, the Subadviser may continue to render to the
     Fund the services described herein in the manner and to the extent
     permitted by the Act and the rules and regulations thereunder.

     (b) This Agreement may be terminated at any time, without the payment of
     any penalty (i) by the Board or by a vote of a majority of the outstanding
     voting securities of the Fund on 60 days' written notice to the Subadviser;
     (ii) by the Adviser on 60 days' written notice to the Subadviser; or (iii)
     by the Subadviser on 60 days' written notice to the Adviser and the Trust.
     This Agreement shall terminate automatically upon assignment as defined in
     the Act.

SECTION 7. ACTIVITIES OF THE SUBADVISER

Except to the extent necessary to perform its obligations hereunder, nothing
herein shall be deemed to limit or restrict the Subadviser's right, or the right
of any of the Subadviser's officers, directors or employees who also be a
Trustee, officer or employee of the Trust, or persons otherwise affiliated
persons of the Trust to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of
a similar or dissimilar nature, or to render services of any kind to any other
corporation, trust, firm, individual or association. It is specifically
understood that officers, directors and employees of the Subadviser and its
affiliates may continue to engage in providing portfolio management services and
advice to other investment companies, whether or not registered, and to other
investment advisory clients. When other clients of the Subadviser desire to
purchase or sell a security at the same time such security is purchased or sold
for the Fund, such purchases and sales will, to the extent feasible, be
allocated among the Fund and such clients in a manner believed by the Subadviser
to be equitable to the Fund and such clients.

SECTION 8. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY

The Trustees of the Trust and the shareholders of the Fund shall not be liable
for any obligations of the Trust or of the Fund under this Agreement, and the
Subadviser agrees that, in asserting any rights or claims under this Agreement,
it shall look only to the assets and property of the Trust or the Fund to which
the Subadviser's rights or claims related in settlement of such rights or
claims, and not to the Trustees of the Trust or the shareholders of the Fund.

SECTION 9. NOTICE

Any notice or other communication required to be given pursuant to this
Agreement shall be in writing or by telex and shall be effective upon receipt.
Notices and communications shall be given, if to the Trust, at:

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

                                   Attention: Carin Muhlbaum, Esq.

if to the Adviser, at:

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

                                   Attention: Ms. Catherine A. Mazza

and if to the Subadviser, at:

                                   Schroder Investment Management North America Limited
                                   31 Gresham Street
                                   London, U.K. EC2V 7QA

                                   Attention: Legal Department


SECTION 10. MISCELLANEOUS

     (a) No provisions of this Agreement may be amended or modified in any
     manner except by a written agreement properly authorized and exceuted by
     all parties hereto.

     (b) This Agreement shall be governed and shall be construed in accordance
     with the laws of the State of Delaware.

     (c) This Agreement may be executed by the parties hereto in any number of
     counterparts, and all of the counterparts taken together shall be deemed to
     constitute one and the same instrument.

     (d) 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 the
     Agreement did not contain the particular part, term or provision held to be
     illegal or invalid.

     (e) Section headings in this Agreement are included for convenience only
     and are not to be used to construe or interpret this Agreement.

     (f) The terms "vote of a majority of the outstanding voting securities,"
     "interested person," affiliated person" and "assignment" shall have the
     meanings ascribed thereto in the Act.

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IN WITNESS WHEREOF, the parties hereto have caused this Investment Subadvisory
Agreement to be duly executed on its behalf by its duly authorized
representative, all as of the day and year first written above.


SCHRODER CAPITAL FUNDS (DELAWARE),
on behalf of its Schroder International Fund series

By: /s/ Catherine Mazza
   ---------------------------------------
   Name:  President
   Title: Catherine Mazza


SCHRODER INVESTMENT MANAGEMENT
NORTH AMERICA INC.

By: /s/ Barbara Brooke Manning
   ---------------------------------------
   Name:  Barbara Brooke Manning
   Title: Sr VP, Director


SCHRODER INVESTMENT MANAGEMENT
NORTH AMERICA LIMITED

By: /s/ James E. Foster
   ---------------------------------------
   Name: James E. Foster
   Title: EVP



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