497 1 file1.htm


                                         Filed pursuant to Rule 497(c) under the
                                              Securities Act of 1933, as amended
                                                 Registration File No.: 33-65632


[SCHRODERS GRAPHIC OMITTED]

PROSPECTUS

June 30, 2006

SCHRODER STRATEGIC BOND FUND

Investor Shares

This Prospectus describes one mutual fund offered by Schroder Series Trust (the
"Trust").

SCHRODER STRATEGIC BOND FUND seeks a high level of total return. The Fund
invests in a portfolio of debt securities of issuers across a spectrum of
sectors and markets around the world.

This Prospectus explains what you should know about the Fund before you invest.
Please read it carefully. You can call the Schroder Mutual Funds at (800)
464-3108 to find out more about the Fund and other funds in the Schroder family
of funds. From outside the United States, please call (617) 483-5000 and ask to
speak with a representative of the Schroder Mutual Funds.

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


                              SCHRODER SERIES TRUST



                               TABLE OF CONTENTS

                                                                            Page
                                                                           -----
SUMMARY INFORMATION ....................................................     1
  Schroder Strategic Bond Fund .........................................     1
FEES AND EXPENSES ......................................................     5
PRINCIPAL RISKS OF INVESTING IN THE FUND ...............................     7
NON-PRINCIPAL INVESTMENT STRATEGIES AND TECHNIQUES .....................    13
MANAGEMENT OF THE FUND .................................................    15
HOW THE FUND'S SHARES ARE PRICED .......................................    16
HOW TO BUY SHARES ......................................................    17
HOW TO SELL SHARES .....................................................    21
EXCHANGES ..............................................................    24
DIVIDENDS AND DISTRIBUTIONS ............................................    25
FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES ......................    26
PAYMENT OF FEES ........................................................    27
TAXES ..................................................................    28
DISCLOSURES OF FUND PORTFOLIO INFORMATION ..............................    30
USA PATRIOT ACT ........................................................    31


                                      - i -



--------------------------------------------------------------------------------
SUMMARY INFORMATION

   This summary identifies the investment objective, principal investment
   strategies, and principal risks of Schroder Strategic Bond Fund (the "Fund").

SCHRODER STRATEGIC BOND FUND

   INVESTMENT OBJECTIVE. To seek a high level of total return.

   PRINCIPAL INVESTMENT STRATEGIES. The Fund seeks its objective by investing in
   a portfolio of debt securities of issuers across a spectrum of sectors and
   markets around the world. The Fund normally invests substantially all, and at
   least 80%, of its net assets in debt securities. The Fund may use derivatives
   for purposes of complying with this test. The Fund may, from time to time,
   invest more than 25% of its net assets in any one country or group of
   countries. The Fund's sub-adviser will normally (though it will not
   necessarily) hedge a substantial portion of the Fund's foreign currency
   exposure back into the U.S. dollar, in order to limit the effects of changes
   in foreign currencies on the value of the Fund's portfolio. The Fund is a
   non-diversified investment company.

   The Fund may invest in any type of debt securities, including, for example,
   corporate debt securities, securities issued or guaranteed by sovereign
   governments, their agencies, or instrumentalities (including securities
   issued by the U.S. Government, the Government National Mortgage Association,
   Federal Home Loan Banks, Fannie Mae, and Freddie Mac) and mortgage-backed
   securities (including collateralized mortgage obligations). The Fund may
   invest in convertible securities and warrants. The Fund may invest in
   securities of any maturity, but will normally seek to maintain a
   dollar-weighted average portfolio duration of 10 years or less. The Fund may
   invest a substantial portion of its assets in mortgage-backed and
   mortgage-related securities, including collateralized mortgage obligations,
   and other asset-backed securities. Asset-backed securities in which the Fund
   invests may have underlying assets that include motor vehicle installment
   sales or installment loan contracts, leases of various types of real and
   personal property and receivables from credit card agreements.

   The Fund will invest principally in securities of "investment grade" at the
   time of purchase, meaning either that a nationally recognized statistical
   rating organization (for example, Moody's Investor Service, Inc., Standard &
   Poor's Rating Service, or Fitch Investors Service, Inc.) has rated the
   securities Baa3 or BBB- (or the equivalent) or better, or the Fund's
   sub-adviser has determined the securities to be of comparable quality. Up to
   40% of the Fund's total assets may be invested in securities rated below
   "investment grade", sometimes referred to as "junk bonds" (or, if unrated,
   determined by the Fund's sub-adviser to be of comparable quality).

   The Fund may (though it will not necessarily) purchase and sell interest rate
   futures contracts and enter into swap transactions, foreign currency forwards
   and swap transactions, and options, as a substitute for cash investments, for
   hedging purposes, to take a net short position in certain markets, or to
   adjust the interest rate sensitivity and duration of the Fund's portfolio.
   The Fund may take long or short positions in so-called credit default swaps
   or other credit derivatives as an alternative to buying or selling debt
   securities themselves or otherwise to increase the Fund's total return. The
   Fund may also invest in money market securities when the Fund's sub-adviser
   expects the return on such securities to exceed the return on securities with
   longer durations.

                                     - 1 -


   In managing the Fund, the Fund's sub-adviser will allocate the Fund's assets
   among issuers, types of securities, industries, interest rates, and
   geographical regions, including emerging markets. An investment team located
   in London will make top-down investment allocation decisions. Subject to the
   oversight of this investment team, other investment teams located in various
   geographical regions or specializing in particular types of investments will
   implement those asset allocation decisions by selecting the specific
   securities in which the Fund will invest. In this way, the Fund's sub-adviser
   attempts to construct a portfolio representing many of the firm's "best
   ideas." The Fund's sub-adviser will change asset allocations and the Fund's
   portfolio securities in response to changes in its assessment of market,
   economic, political, and other factors. The sub-adviser may sell securities
   when it believes that they no longer offer attractive potential future
   returns compared to other investment opportunities or that they present
   undesirable risks, or in order to limit losses on securities that have
   declined in value. The Fund's sub-adviser may trade the Fund's portfolio
   securities more frequently than many other mutual funds. Frequent trading of
   the Fund's portfolio securities will result in relatively high transaction
   costs and may result in taxable capital gains.

   PRINCIPAL RISKS.

   -- It is possible to lose money on an investment in the Fund.

   -- FOREIGN INVESTMENT RISK. Adverse political, regulatory, market, or
      economic developments in foreign countries can affect issuers located in
      those countries. Investments in foreign countries may also be subject to
      foreign withholding taxes.

   -- FOREIGN CURRENCIES RISK. Investments in foreign securities are normally
      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, and restrictions or
      prohibitions on the repatriation of foreign currencies.

   -- GEOGRAPHIC FOCUS RISK. 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. The Fund may, from time to time, invest more than 25% of its net
      assets in one or more developed countries. To the extent the Fund invests
      a substantial amount of its assets in one country, its performance may at
      times be worse than the performance of other mutual funds that invest
      more broadly.

   -- INTEREST RATE RISK. Interest rate increases can cause the price of a
      debt security to decrease. In addition, if a security is prepaid in a
      period of falling interest rates, the Fund may have to reinvest the
      proceeds in lower-yielding investments. Interest rate risk is generally
      greater in the case of securities with longer durations and in the case
      of portfolios of securities with longer average durations.

   -- CREDIT RISK. The ability, or perceived ability, of the issuer of a debt
      security to make timely payments of interest and principal on the
      security will affect the value of the security.

   -- INFLATION/DEFLATION RISK. Inflation risk is the risk that the value of
      the Fund's investments may decline as inflation reduces the value of
      money. Deflation risk is the risk that prices throughout the economy may
      decline over time, which may have an adverse effect on the
      creditworthiness of issuers in whose securities the Fund invests.

   -- EXTENSION RISK.  During periods of rising interest rates, the average
      life of certain types of securities may be extended because of slower
      than expected principal


                                      - 2 -


      payments. This may lock in a below-market interest rate, increase the
      security's duration, and reduce the value of the security.

   -- HIGH-YIELD/JUNK BONDS RISK. 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.

   -- MORTGAGE AND ASSET-BACKED SECURITIES RISK.  Mortgage-backed and
      asset-backed investments tend to increase in value less than other debt
      securities when interest rates decline, but are subject to similar risk
      of decline in market value during periods of rising interest rates. The
      values of mortgage-backed and asset-backed securities become more
      volatile as interest rates rise. In a period of declining interest rates,
      the Fund may be required to reinvest more frequent prepayments on
      mortgage-backed and asset-backed investments in lower-yielding
      investments. Asset-backed securities in which the Fund invests may have
      underlying assets that include motor vehicle installment sales or
      installment loan contracts, leases of various types of real and personal
      property and receivables from credit card agreements. Like mortgages
      underlying mortgage-backed securities, underlying automobile sales
      contracts or credit card receivables are subject to prepayment, which may
      reduce the overall return to certificate holders. Certificate holders may
      also experience delays in payment on the certificates if the full amounts
      due on underlying sales contracts or receivables are not realized by the
      trust because of unanticipated legal or administrative costs of enforcing
      the contracts or because of depreciation or damage to the collateral
      (usually automobiles) securing certain contracts, or other factors.

   -- U.S. GOVERNMENT SECURITIES RISK. Securities issued or guaranteed by
      certain agencies and instrumentalities of the U.S. Government are not
      supported by the full faith and credit of the United States. For example,
      mortgage-backed bonds issued by Fannie Mae or Freddie Mac are backed only
      by the credit of those issuers. Investments in these securities are also
      subject to interest rate risk (as described above under "Interest Rate
      Risk"), prepayment risk (as described above under "Mortgage and
      Asset-Backed Securities Risk"), extension risk (as described above under
      "Extension Risk"), and the risk that the value of the securities will
      fluctuate in response to political, market, or economic developments.

   -- LIQUIDITY RISK. The Fund may find it difficult to sell or to close out
      certain investments at favorable prices or times. Illiquid securities may
      be highly volatile and difficult to value.

   -- DERIVATIVES RISK.  Derivative transactions typically involve leverage
      and may be highly volatile. It is possible that a derivative transaction
      will result in a loss greater than the principal amount invested, and the
      Fund may not be able to close-out a derivative transaction at a favorable
      time or price.

   -- CONVERTIBLE SECURITIES RISK. The Fund may invest in convertible
      securities, which are corporate debt securities that may be converted at
      either a stated price or stated rate into underlying shares of common
      stock, and so subject to the risks of investments in both debt securities
      and equity securities.


                                      - 3 -


   -- WARRANTS RISK.  The Fund may invest in bonds issued with warrants
      attached to purchase equity securities. These instruments have many
      characteristics of convertible bonds and their prices may, to some
      degree, reflect the performance of the underlying stock.


   -- EMERGING MARKET SECURITIES RISK.  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.


   -- MANAGEMENT RISK. Because the Fund is actively managed, its investment
      return depends on the ability of its sub-adviser to manage its portfolio
      successfully. The Fund's sub-adviser and the investment team will apply
      investment techniques and risk analyses in making investment decisions
      for the Fund, but there can be no guarantee that these will produce the
      desired results.


   -- FREQUENT TRADING/PORTFOLIO TURNOVER RISK.  Frequent trading of the
      Fund's portfolio securities will result in relatively high transaction
      costs and may result in taxable capital gains. The Fund's sub-adviser
      currently expects that the portfolio turnover rate for the Fund's current
      fiscal year will be greater than 400%.


   -- NON-DIVERSIFICATION RISK.  The Fund is a non-diversified investment
      company. It may invest a greater percentage of its assets in a particular
      issuer or group of issuers than a diversified fund. To the extent the
      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.


Performance Information. The Fund recently commenced operations and does not yet
have historical investment performance. For performance information with respect
to other investment accounts managed by the Fund's adviser, see the Statement of
Additional Information ("SAI").

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

Changes in investment objective and policies. The policy described above
requiring the Fund to invest at least 80% of its net assets in certain
investments may be changed by the Trustees upon at least 60 days' prior written
notice to shareholders. Except for any policy described in this prospectus or in
the SAI as fundamental, the Fund's investment objective and policies may be
changed by the Trustees without a vote of the shareholders.


                                      - 4 -


--------------------------------------------------------------------------------
FEES AND EXPENSES


THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
INVESTOR SHARES OF THE FUND.

     SHAREHOLDER FEES  (paid directly from your investment):

            MAXIMUM SALES LOAD IMPOSED ON PURCHASES              None
            MAXIMUM DEFERRED SALES LOAD                          None
            MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS   None
            REDEMPTION FEE                                         2.00%(1)
            EXCHANGE FEE                                         None

     (1) Shares of the Fund held for two months or less are subject to a
     redemption fee of 2.00%.


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


                                                            SCHRODER
                                                            STRATEGIC
                                                              BOND
                                                              FUND

            Management Fees (1)                             0.75%
            Distribution (12b-1) Fees                        None
            Other Expenses (1)(2)                           1.21%
            Total Annual Fund Operating Expenses            1.96%
            Less: Fee Waiver and Expense Limitation (3)    (0.81%)
            Net Expenses (3)                                1.15%

   (1) Management Fees for the Fund include all fees payable to the Fund's
    adviser and its affiliates for investment advisory and fund administration
    services. The Fund also pays administrative fees directly to SEI
    Investments Global Fund Services, and those fees are included under "Other
    Expenses."

   (2) "Other Expenses" for the Fund are based on estimated amounts for the
    Fund's current fiscal year.

   (3) The "Net Expenses" shown for the Fund reflect the effect of
    contractually imposed fee waivers and/or expense limitations, in effect
    until June 30, 2007, on the Total Annual Fund Operating Expenses of the
    Fund. In order to limit the expenses of the Fund's Investor Shares, the
    Fund's adviser has contractually agreed to reduce its compensation (and,
    if necessary, to pay other Fund expenses, other than interest, taxes, and
    extraordinary expenses, which may include typically non-recurring expenses
    such as, for example, organizational expenses, litigation expenses, and
    shareholder meeting expenses) until June 30, 2007 to the extent that the
    Total Annual Fund Operating Expenses of the Fund allocable to its Investor
    Shares exceed the annual rate of 1.15% (based on the average daily net
    assets attributable to the Fund's Investor Shares). The fee waiver and/or
    expense limitation for the Fund may only be terminated during its term by
    the Board of Trustees.

                                      - 5 -


--------------------------------------------------------------------------------
EXAMPLE


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

   The Example assumes that you invest $10,000 in Investor Shares of the Fund
   for the time periods indicated and then redeem all of your Investor 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 above
   (except that, in the first year, the operating expenses are the same as the
   Fund's Net Expenses shown above). Your actual costs may be higher or lower.
   Based on these assumptions, your costs would be:

                                      1 YEAR       3 YEARS
                                      ------       -------
  SCHRODER STRATEGIC BOND FUND         $117         $537
                                       ----         ----

                                      - 6 -


--------------------------------------------------------------------------------
PRINCIPAL RISKS OF INVESTING IN THE FUND

   The Fund may not achieve its objective. The following provides more detail
   about certain of the Fund's principal risks and the circumstances which could
   adversely affect the value of the Fund's shares or its investment return.

   -- INTEREST RATE RISK. The values of bonds and other debt instruments usually
   rise and fall in response to changes in interest rates. Declining interest
   rates generally increase the values of existing debt instruments, and rising
   interest rates generally reduce the value of existing debt instruments.
   Interest rate risk is generally greater for investments with longer durations
   or maturities. Some investments give the issuer the option to call or redeem
   an investment before its maturity date. If an issuer calls or redeems an
   investment during a time of declining interest rates, the Fund might have to
   reinvest the proceeds in an investment offering a lower yield, and therefore
   might not benefit from any increase in value as a result of declining
   interest rates.

   -- CREDIT RISK. The ability, or perceived ability, of the issuer of a debt
   security to make timely payments of interest and principal on the security
   will affect the value of the security. It is possible that the ability of an
   issuer to meet its obligations will decline substantially during the period
   when the Fund owns securities of that issuer, or that the issuer will default
   on its obligations. An actual or perceived deterioration in the ability of an
   issuer to meet its obligations will likely have an adverse effect on the
   value of the issuer's securities.

   Up to 40% of the Fund's total assets may be invested in securities rated
   below "investment grade", sometimes referred to as "junk bonds" (or, if
   unrated, determined by the Fund's adviser to be of comparable quality). If a
   security has been rated by more than one nationally recognized statistical
   rating organization the Fund's adviser will consider the highest rating for
   the purposes of determining whether the security is of "investment grade."
   The Fund will not necessarily dispose of a security held by it if its rating
   falls below investment grade, although the Fund's adviser will consider
   whether the security continues to be an appropriate investment for the Fund.
   The Fund considers whether a security is of "investment grade" only at the
   time of purchase.

   Credit risk is generally greater for investments issued at less than their
   face values and required to make interest payments only at maturity rather
   than at intervals during the life of the investment. Credit rating agencies
   base their ratings largely on the issuer's historical financial condition and
   the rating agencies' investment analysis at the time of rating. The rating
   assigned to any particular investment does not necessarily reflect the
   issuer's current financial condition, and does not reflect an assessment of
   an investment's volatility or liquidity. Although investment grade
   investments generally have lower credit risk than investments rated below
   investment grade, they may share some of the risks of lower-rated
   investments, including the possibility that the issuers may be unable to make
   timely payments of interest and principal and thus default.

   -- HIGH-YIELD/JUNK BONDS RISK. The Fund may invest up to 40% of its total
   assets in securities rated below "investment grade" (commonly known as "junk
   bonds") (or, if unrated, determined by the Fund's adviser to be of comparable
   quality) (see "Credit Risk", above), although normally the Fund will not
   invest in securities unless a nationally recognized statistical rating
   organization (for example, Moody's Investor Service, Inc., Standard & Poor's
   Rating Service, or Fitch Investors Service, Inc.) has rated the securities
   CC- (or the equivalent) or better, or the Fund's adviser has determined the
   securities to


                                      - 7 -


   be of comparable quality. The lower ratings of certain securities held by the
   Fund reflect a greater possibility that adverse changes in the financial
   condition of the issuer or in general economic conditions, or both, or an
   unanticipated rise in interest rates, may impair the ability of the issuer to
   make payments of interest and principal. The inability (or perceived
   inability) of issuers to make timely payment of interest and principal would
   likely make the values of securities held by the Fund more volatile and could
   limit the Fund's ability to sell its securities at prices approximating the
   values the Fund has placed on such securities. In the absence of a liquid
   trading market for securities held by them, the Fund at times may be unable
   to establish the fair value of such securities. To the extent the Fund
   invests in securities in the lower rating categories, the achievement of the
   Fund's goals is more dependent on the Fund adviser's investment analysis than
   would be the case if the Fund was investing in securities in the higher
   rating categories.

   -- EXTENSION RISK. During periods of rising interest rates, the average life
   of certain types of securities may be extended because of slower than
   expected principal payments. This may lock in a below-market interest rate,
   increase the security's duration, and reduce the value of the security.

   -- INFLATION/DEFLATION RISK. Inflation risk is the risk that the Fund's
   assets or income from the Fund's investments may be worth less in the future
   as inflation decreases the value of money. As inflation increases, the real
   value of the Fund's portfolio could decline. Deflation risk is the risk that
   prices throughout the economy may decline over time -- the opposite of
   inflation. Deflation may have an adverse effect on the creditworthiness of
   issuers and may make issuer default more likely, which may result in a
   decline in the value of the Fund's portfolio.

   -- MORTGAGE AND ASSET-BACKED SECURITIES RISK. Mortgage-backed securities,
   including collateralized mortgage obligations and certain stripped
   mortgage-backed securities, represent a participation in, or are secured by,
   mortgage loans. Asset-backed securities are structured like mortgage-backed
   securities, but instead of mortgage loans or interests in mortgage loans, the
   underlying assets may include such items as motor vehicle installment sales
   or installment loan contracts, leases of various types of real and personal
   property and receivables from credit card agreements. The ability of an
   issuer of asset-backed securities to enforce its security interest in the
   underlying assets may be limited. Traditional debt investments typically pay
   a fixed rate of interest until maturity, when the entire principal amount is
   due. By contrast, payments on mortgage-backed and many asset-backed
   investments typically include both interest and partial payment of principal.
   Principal may also be prepaid voluntarily, or as a result of refinancing or
   foreclosure. The Fund may have to invest the proceeds from prepaid
   investments in other investments with less attractive terms and yields. As a
   result, these securities may have less potential for capital appreciation
   during periods of declining interest rates than other securities of
   comparable maturities, although they may have a similar risk of decline in
   market value during periods of rising interest rates. Because the prepayment
   rate generally declines as interest rates rise, an increase in interest rates
   will likely increase the duration, and thus the volatility, of
   mortgage-backed and asset-backed securities. Duration is a measure of the
   expected life of a fixed income security that is used to determine the
   sensitivity of the security's price to changes in interest rates. Unlike the
   maturity of a fixed income security, which measures only the time until final
   payment is due, duration takes into account the time until all payments of
   interest and principal on a security are expected to be made, including how
   these payments are affected by prepayments and by changes in interest rates.
   Some mortgage-backed and asset-backed investments receive only the interest
   portion ("IOs") or the principal portion ("POs") of


                                      - 8 -


   payments on the underlying assets. The yields and values of these investments
   are extremely sensitive to changes in interest rates and in the rate of
   principal payments on the underlying assets. IOs tend to decrease in value if
   interest rates decline and rates of repayment (including prepayment) on the
   underlying mortgages or assets increase; it is possible that the Fund may
   lose the entire amount of its investment in an IO due to a decrease in
   interest rates. Conversely, POs tend to decrease in value if interest rates
   rise and rates of repayment decrease. Moreover, the market for IOs and POs
   may be volatile and limited, which may make them difficult for the Fund to
   buy or sell. The Fund may gain investment exposure to mortgage-backed and
   asset-backed investments by entering into agreements with financial
   institutions to buy the investments at a fixed price at a future date. The
   Fund may or may not take delivery of the investments at the termination date
   of such an agreement, but will nonetheless be exposed to changes in value of
   the underlying investments during the term of the agreement.

   -- LIQUIDITY RISK. Liquidity risk exists when particular investments are
   difficult to purchase or sell. The Fund's investments in illiquid securities
   may reduce the returns of the Fund because it may be unable to sell the
   illiquid securities at anadvantageous time or price. Investments in foreign
   securities, derivatives, or securities with substantial market and/or credit
   risk tend to have the greatest exposure to liquidity risk. Illiquid
   securities may be highly volatile and difficult to value.

   -- DERIVATIVES RISK. Derivatives are financial contracts whose value depends
   on, or derives from, the value of an underlying asset, reference rate, or
   index. The Fund's use of derivative instruments involves risks different
   from, and possibly greater than, the risks associated with investing directly
   in securities and other traditional investments. Derivatives are subject to a
   number of risks described elsewhere in this section, such as liquidity risk,
   interest rate risk, and credit risk, and the risk that a derivative
   transaction may not have the effect the Fund's sub-adviser anticipated.
   Derivatives also involve the risk of mispricing or improper valuation and the
   risk that changes in the value of the derivative may not correlate perfectly
   with the underlying asset, rate, or index. Derivative transactions typically
   involve leverage and may be highly volatile. Use of derivatives other than
   for hedging purposes may be considered speculative, and when the Fund invests
   in a derivative instrument it could lose more than the principal amount
   invested. Also, suitable derivative transactions may not be available in all
   circumstances and there can be no assurance that the Fund will engage in
   these transactions to reduce exposure to other risks when that would be
   beneficial. Many derivative transactions are entered into "over the counter"
   (not on an exchange or contract market); as a result, the value of such a
   derivative transaction will depend on the ability and willingness of the
   Fund's counterparty to perform its obligations under the transaction. The
   Fund may be required to segregate certain of its assets on the books of its
   custodian in respect of derivatives transactions entered into by the Fund.
   See the Fund's SAI for more information.

   -- CONVERTIBLE SECURITIES RISK. The Fund may invest in convertible
   securities, which are corporate debt securities that may be converted at
   either a stated price or stated rate into underlying shares of common stock,
   and so subject to the risks of investments in both debt securities and equity
   securities. The market value of convertible securities tends to decline as
   interest rates increase and, conversely, tends to increase as interest rates
   decline. In addition, because of the conversion feature, the market value of
   convertible securities tends to vary with fluctuations in the market value of
   the underlying common stocks and, therefore, also will react to variations in
   the general market for equity securities.


                                      - 9 -


   -- WARRANTS RISK. The Fund may invest in bonds issued with warrants attached
   to purchase equity securities. These instruments have many characteristics of
   convertible bonds and their prices may, to some degree, reflect the
   performance of the underlying stock.

   -- FOREIGN INVESTMENT RISK. 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 the Fund's investments
   in certain foreign countries. In addition, 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 the 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,
   the Fund may have limited recourse available to it. The laws of some foreign
   countries may limit the Fund's ability to invest in securities of certain
   issuers located in those countries.

   Special tax considerations apply to the Fund's investments in foreign
   securities. In determining whether to invest the Fund's assets in debt
   securities of foreign issuers, the Fund's sub-adviser considers the likely
   impact of foreign taxes on the net yield available to the Fund and its
   shareholders. Income and/or gains received by the 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 the Fund
   will reduce its income available for distribution to shareholders. In certain
   circumstances, the Fund may be able to pass through to shareholders credits
   for foreign taxes paid. Certain of these risks may also apply to some extent
   to investments in U.S. companies that are traded in foreign markets, or
   investments in U.S. companies that have significant foreign operations.

   In addition, the Fund's investments in foreign securities or foreign
   currencies may increase or accelerate the Fund's recognition of ordinary
   income and may affect the timing or character of the Fund's distributions.

   -- FOREIGN CURRENCIES RISK. 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. The 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.


                                     - 10 -


   If the 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 the 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 the 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 the 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. The 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.

   -- EMERGING MARKET SECURITIES RISK. Investing in emerging market securities
   poses risks different from, and/or greater than, risks of investing in
   domestic securities or in the securities of foreign, developed countries.
   These risks include: smaller market capitalization of 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 the 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 the Fund may invest
   are traded on securities exchanges, they may trade in limited volume, and the
   exchanges may not provide all of the conveniences or protections provided by
   securities exchanges in more developed markets.

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

                                     - 11 -


   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.

   -- GEOGRAPHIC FOCUS RISK. To the extent that the Fund invests a substantial
   amount of its assets in one country, its performance may at times be worse
   than the performance of other mutual funds that invest more broadly.

   -- MANAGEMENT RISK. Because the Fund is actively managed, the Fund's
   investment return depends on the ability of its sub-adviser to manage its
   portfolio successfully. The Fund's sub-adviser and its investment team will
   apply investment techniques and risk analyses in making investment decisions
   for the Fund, but there can be no guarantee that these will produce the
   desired results.

   -- FREQUENT TRADING/PORTFOLIO TURNOVER RISK. The length of time the Fund
   has held a particular security is not generally a consideration in investment
   decisions. The investment policies of the Fund may lead to frequent changes
   in the Fund's investments, particularly in periods of volatile market
   movements, in order to take advantage of what the Fund's sub-adviser believes
   to be temporary disparities in normal yield relationships between securities.
   A change in the securities held by the Fund is known as "portfolio turnover."
   Portfolio turnover generally involves some expense to the Fund, including
   bid-asked spreads, dealer mark-ups and other transaction costs on the sale of
   securities and reinvestments in other securities, and may result in the
   realization of taxable capital gains (including short-term gains, which are
   generally taxed to shareholders at ordinary income rates). The trading costs
   and tax effects associated with portfolio turnover may adversely affect the
   Fund's performance. During periods when the Fund experiences high portfolio
   turnover rates, these effects are likely to be more pronounced. The Fund's
   adviser currently expects that the portfolio turnover rate for the current
   fiscal year will be greater than 400% for the Fund. Consult your tax advisor
   regarding the Fund's portfolio turnover rate on your investments.

   -- U.S. GOVERNMENT SECURITIES RISK. U.S. Government securities include a
   variety of securities that differ in their interest rates, maturities, and
   dates of issue. While securities issued or guaranteed by some agencies or
   instrumentalities of the U.S. Government (such as the Government National
   Mortgage Association) are supported by the full faith and credit of the
   United States, securities issued or guaranteed by certain other agencies or
   instrumentalities of the U.S. Government (such as Federal Home Loan Banks)
   are supported by the right of the issuer to borrow from the U.S. Government,
   and securities issued or guaranteed by certain other agencies and
   instrumentalities of the U.S. Government (such as Fannie Mae and Freddie Mac)
   are supported only by the credit of the issuer itself. Investments in these
   securities are also subject to interest rate risk (as described above under
   "Interest Rate Risk"), prepayment risk (as described above under "Mortgage
   and Asset-Backed Securities Risk"), extension risk (as described above under
   "Extension Risk"), and the risk that the value of the securities will
   fluctuate in response to political, market, or economic developments.

   -- NON-DIVERSIFICATION RISK. The Fund is a non-diversified investment
   company. It therefore may invest a greater percentage of its assets in a
   particular issuer or group of issuers than a diversified fund. To the extent
   the 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.


                                     - 12 -


--------------------------------------------------------------------------------
NON-PRINCIPAL INVESTMENT STRATEGIES AND TECHNIQUES

   In addition to the principal investment strategies described in the Principal
   Investment Strategies section above, the Fund may at times, but is 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 the Fund's
   sub-adviser might use in managing the Fund. As in any mutual fund, investors
   must rely on the professional investment judgment and skill of the Fund's
   adviser.

   -- SHORT SALES. The Fund may sell a security short when the Fund's
   sub-adviser anticipates that the price of the security will decline. The 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 "closes" the short position. A short position will
   result in a loss if the market price of the security in question increases
   between the date when the 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 such 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.

   -- WHEN-ISSUED, DELAYED DELIVERY, AND FORWARD COMMITMENT TRANSACTIONS. The
   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 the Fund and
   involve a risk of loss if the value of the securities declines prior to the
   settlement date.

   -- SECURITIES LOANS AND REPURCHASE AGREEMENTS. The Fund 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 the Fund if the other party should default on its obligation and the Fund
   is delayed or prevented from recovering the collateral. The Fund may enter
   into securities loans and repurchase agreements as a non-principal investment
   strategy, as a way to recognize additional current income on securities that
   it owns.

   -- TEMPORARY DEFENSIVE STRATEGIES. At times, the Fund's sub-adviser may judge
   that conditions in the securities markets make pursuing the Fund's investment
   strategy inconsistent with the best interests of its shareholders. At such
   times, the Fund's sub-adviser may, but is not required to, take temporary
   "defensive" positions that are inconsistent with the Fund's principal
   investment strategies in attempting to respond to adverse market, economic,
   political, or other conditions. In implementing these defensive strategies,
   the Fund would invest in investment grade fixed income securities, cash or
   money market instruments to any extent the Fund's sub-adviser considers
   consistent with such defensive strategies. It is impossible to predict when,
   or for how long, the Fund would use these alternate strategies. One risk of
   taking such temporary defensive positions is that the Fund may not achieve
   its investment objective.

   -- PRICING. At times market conditions might make it hard to value some
   investments. If the Fund has valued securities it holds too high, you may end
   up paying too much for the Fund's shares when you buy into the Fund. If the
   Fund underestimates the price of its


                                     - 13 -


   portfolio securities, you may not receive the full market value for your Fund
   shares when you sell. To the extent the Fund relies on a pricing service to
   value some or all of its portfolio securities, it is possible that the
   pricing information provided by the service will not reflect the actual price
   the Fund would receive upon a sale of the security.

   -- OTHER INVESTMENTS. The Fund 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
   Fund to additional risks. Please see the SAI 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 Fund.

   -- SECURITIES IN DEFAULT. The Fund may invest in securities that are in
   default. Securities that are in default are subject generally to the risks
   described above under "Principal Risks of Investing in the Fund --
   High-Yield/Junk Bonds Risk", and which offer little or no prospect for the
   payment of the full amount of unpaid principal and interest, although
   normally the Fund will not invest in securities unless a nationally
   recognized statistical rating organization (for example, Moody's Investor
   Service, Inc., Standard & Poor's Rating Service, or Fitch Investors Service,
   Inc.) has rated the securities CC- (or the equivalent) or better, or the
   Fund's adviser has determined the securities to be of comparable quality.

   -- PERCENTAGE INVESTMENT LIMITATIONS. Unless otherwise noted, all percentage
   limitations on Fund investments will apply at the time of investment,
   including the requirement that the Fund normally invest at least 80% of its
   net assets in debt securities. An investment by the Fund would not be
   considered to violate any percentage limitation unless an excess or
   deficiency were to occur or exist immediately after and as a result of an
   investment. References in the discussion of the Fund's investment policies
   above to 80% of the 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.

   -- PRIVATE PLACEMENTS AND RESTRICTED SECURITIES. The Fund may invest in
   securities that are purchased in private placements. Because there may be
   relatively few potential purchasers for such investments, especially under
   adverse market or economic conditions or in the event of adverse changes in
   the financial condition of the issuer, the Fund could find it more difficult
   to sell such securities when the Fund's adviser believes it advisable to do
   so or may be able to sell such securities only at prices lower than if such
   securities were more widely held. At times, it may also be more difficult to
   determine the fair value of such securities for purposes of computing the
   Fund's net asset value. The Fund's sale of such investments may also be
   restricted under securities laws. In the event that the Trustees, or persons
   designated by the Trustees, determine that a security is "readily marketable"
   pursuant to these procedures, and the Fund is not able to sell such security
   at the price that such persons anticipate, the Fund's net asset value will
   decrease.


                                     - 14 -


--------------------------------------------------------------------------------
MANAGEMENT OF THE FUND

   The Trust is governed by a Board of Trustees. The Board of Trustees of the
   Trust has retained Schroder Investment Management North America Inc.
   ("Schroders") to serve as the Fund's adviser and to manage the investments of
   the Fund. Subject to the control of the Board of Trustees, Schroders also
   manages the Fund's other affairs and business.

   Schroder Investment Management North America Limited ("SIMNA Ltd."), an
   affiliate of Schroders, serves as sub-adviser responsible for portfolio
   management of the Fund.

   Schroders (itself and its predecessors) has been an investment manager since
   1962, and serves as investment adviser to the Fund and as investment adviser
   to other mutual funds and a broad range of institutional investors. Schroders
   plc, Schroders' ultimate parent, is a global asset management company with
   approximately $211 billion under management as of December 31, 2005.
   Schroders and its affiliates have clients that are major financial
   institutions including banks and insurance companies, public and private
   pension funds, endowments and foundations, high net worth individuals,
   financial intermediaries and retail investors. Schroders plc has one of the
   largest networks of offices of any dedicated asset management company and
   over 300 portfolio managers and analysts covering the world's investment
   markets.

-- MANAGEMENT FEES. The Fund expects to pay management fees for investment
   management services to Schroders at the annual rate (based on the Fund's
   average daily net assets) of 0.75%. As compensation for SIMNA Ltd.'s
   services as sub-adviser, Schroders pays to SIMNA Ltd. fifty percent of the
   investment advisory fees Schroders receives from the Fund.

-- EXPENSE LIMITATIONS AND WAIVERS. In order to limit the expenses of the Fund,
   Schroders has contractually agreed to reduce its compensation (and, if
   necessary, to pay other Fund expenses, other than interest, taxes, and
   extraordinary expenses, which may include typically non-recurring expenses
   such as, for example, organizational expenses, litigation expenses, and
   shareholder meeting expenses) until June 30, 2007 to the extent that the
   Total Annual Fund Operating Expenses of the Fund allocable to its Investor
   Shares exceed the annual rate of 1.15% (based on the average daily net
   assets attributable to the Fund's Investor Shares).

-- PORTFOLIO MANAGEMENT. The following portfolio managers at Schroders and
   SIMNA Ltd. have primary responsibility for making investment decisions for
   the Fund. Each portfolio manager's recent professional experience is also
   shown. The Fund's SAI provides additional information about each portfolio
   manager's compensation, other accounts managed by the portfolio managers,
   and each portfolio manager's ownership of securities in the Fund.




                                                                            RECENT PROFESSIONAL
FUND                        NAME                TITLE         SINCE         EXPERIENCE

Schroder Strategic Bond     Robert Michele,     Global        June 30,      Mr. Michele is Global Head of
Fund                        CFA                 Head of       2006          Fixed Income of Schroders.
                                                Fixed                       He has been an employee of
                                                Income                      Schroders since 1998.
Schroder Strategic Bond     Louise Davies       Portfolio     June 30,      Ms. Davies is a Portfolio
Fund                                            Manager       2006          Manager of Schroders.
                                                                            She has been an employee of
                                                                            Schroders since 1999.



                                     - 15 -


--------------------------------------------------------------------------------
HOW THE FUND'S SHARES ARE PRICED

   The 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. The Fund values its Investor Shares as of the close of trading
   on the New York Stock Exchange (the "Exchange") (normally 4:00 p.m., Eastern
   Time) each day the Exchange is open. The Trust expects that days, other than
   weekend days, when the Exchange will not be open are New Year's Day, Martin
   Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
   Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Securities
   for which market quotations are readily available are valued at prices which,
   in the opinion of Schroders, most nearly represent the market values of such
   securities. Securities for which market values are not readily available, or
   for which the Fund's adviser believes the market value is unreliable
   (including, for example, certain foreign securities, thinly traded
   securities, initial public offerings, or when there is a particular event
   that may affect the value of a security), are valued by Schroders at their
   fair values pursuant to guidelines established by the Board of Trustees, and
   under the ultimate supervision of the Board of Trustees, generally by
   reference to other securities or indexes. For instance, a pricing service may
   recommend a fair value based generally on prices of comparable securities.
   Unlisted securities for which market quotations are readily available
   generally are valued at the most recently reported sales prices on any day
   or, in the absence of a reported sale price, at mid-market prices. Options
   and futures contracts traded on a securities exchange or board of trade
   generally are valued at the last reported sales price or, in the absence of a
   sale, at the closing mid-market price on the principal exchange where they
   are traded. Options and futures 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. If such prices are
   not available, unlisted securities and derivatives are valued by Schroders at
   their fair values based on quotations from dealers, and if such quotations
   are not available based on factors in the market where such securities trade,
   such as security and bond prices, interest rates, and currency exchange
   rates. The Fund may invest in foreign securities that are primarily listed on
   foreign exchanges that trade on weekends and other days when the Fund does
   not price its shares. As a result, the value of the Fund's portfolio
   securities may change on days when the price of the Fund's shares is not
   calculated. The price of the Fund's shares will reflect any such changes when
   the price of the Fund's shares is next calculated, which is the next day the
   Exchange is open. The Fund may use fair value pricing more frequently for
   securities primarily traded in non-U.S. markets because, among other things,
   most foreign markets close well before the Fund values its securities. The
   earlier close of these foreign markets gives rise to the possibility that
   significant events, including broad market moves, may have occurred in the
   interim. The Fund's investments may be priced based on fair values provided
   by a third party fair valuation vendor, based on certain factors and
   methodologies applied by such vendor, in the event that there is movement in
   the U.S. market that exceeds a specific threshold established by the
   Schroders' Fair Value Committee in consultation with the Board of Trustees,
   pursuant to guidelines established by the Board of Trustees, and under the
   ultimate supervision of the Board of Trustees. Short-term investments that
   will mature within 60 days are valued by Schroders using amortized cost
   pursuant to procedures adopted by the Board of Trustees. The net asset value
   of the Fund's Investor Shares may differ from that of its Advisor Shares due
   to differences in the expenses of Investor Shares and Advisor Shares.


                                     - 16 -


--------------------------------------------------------------------------------
HOW TO BUY SHARES

   The Trust, through its distributor, Schroder Fund Advisors Inc., sells
   Investor Shares of the Fund 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 may purchase Investor Shares of the Fund by completing the Account
   Application that accompanies this Prospectus, and sending payment by check or
   wire as described below. Acceptance of your order will 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.

   The Fund sells its Investor Shares at their net asset value next determined
   after the Fund, its transfer agent, Boston Financial Data Services, Inc.
   ("BFDS"), or an authorized broker or financial institution (as described
   below) receives your request in good order (meaning that the request meets
   the requirements set out below and in the Account Application, and otherwise
   meets the requirements implemented from time to time by the Fund's transfer
   agent or the Fund). In order for you to receive the Fund's next determined
   net asset value, the Fund, BFDS or the authorized broker or financial
   institution must receive your order before the close of trading on the
   Exchange (normally 4:00 p.m., Eastern Time). The Trust reserves the right to
   reject any order to purchase Investor Shares of any of its Funds. The Trust
   generally expects to inform any persons that their purchase has been rejected
   within 24 hours.

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

                         INITIAL INVESTMENT   ADDITIONAL INVESTMENTS
  REGULAR ACCOUNTS      $250,000             $1,000

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

   Investor Shares of the Fund are intended for purchase by investors making a
   minimum initial investment of $250,000 and purchasing shares directly from
   the Fund. Advisor Shares of the Fund are offered through another prospectus
   and are intended for investors making a minimum initial investment of $2,500
   through a regular account or a traditional or Roth IRA and purchasing shares
   through a financial intermediary.

   The Fund does not issue share certificates.

   The Trust may suspend the offering of Investor Shares of the Fund for any
   period of time. The Trust may change any investment minimum from time to
   time.

   Purchases by check. You may purchase Investor Shares of the Fund by mailing a
   check (in U.S. dollars) payable to the Fund. If you wish to purchase Investor
   Shares of two or more Funds, make your check payable to Schroder Mutual Funds
   and include written instructions as to how the amount of your check should be
   allocated among the Funds


                                     - 17 -


   whose shares you are purchasing. Schroder Mutual Funds will not accept
   third-party checks or starter checks. You should direct your check and your
   completed Account Application as follows:

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

     For initial purchases, a completed Account Application must accompany your
check.

   Purchases by bank wire. If you make your initial investment by wire, a
   completed Account Application must precede your order. Upon receipt of the
   Application, BFDS will assign you an account number. BFDS will process wire
   orders received prior to the close of trading on the Exchange (normally 4:00
   p.m., Eastern Time) on each day the Exchange is open for trading at the net
   asset value next determined as of the end of that day. BFDS will process wire
   orders received after that time at the net asset value next determined
   thereafter.

   Please call BFDS at (800) 464-3108 to give notice that you will send funds by
   wire, and obtain a wire reference number. (From outside the United States,
   please call (617) 483-5000 and ask to speak with a Schroder Mutual Funds
   representative.) Please be sure to 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, Massachusetts 02110
      ABA No.: 011000028
      Attn: Schroder Mutual Funds
      DDA No.: 9904-650-0
      FBO: Account Registration
      A/C: Mutual Fund Account Number
        Name of Fund

   BFDS will not process your purchase until it receives the wired funds.

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

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

   Certain brokers or other financial institutions may accept purchase orders
   for Investor Shares on behalf of the Fund. Such brokers or financial
   institutions may designate other


                                     - 18 -


   intermediaries to accept purchase orders on behalf of the Fund. For purposes
   of pricing, the Fund will be deemed to have received a purchase order when an
   authorized broker or financial institution or, if applicable, a broker or
   financial institution's authorized designee, receives the order. Agreements
   between such brokers or financial institutions and Schroder Fund Advisors
   Inc., the Trust's distributor, provide that these orders will be priced at
   the Fund's net asset value next determined after they are received by the
   broker or financial institution or authorized designee. Orders received in
   good order prior to the close of the Exchange on any day the Exchange is open
   for trading will receive the net asset value next determined as of the end of
   that day. Orders received after that time will receive the next day's net
   asset value.

   Brokers or other agents may charge investors a fee for effecting transactions
   in shares of the Fund, in addition to any fees the Fund charges.

   Purchases in kind. Investors may purchase Investor Shares of the Fund for
   cash or in exchange for securities, subject to the determination by Schroders
   in its discretion that the securities are acceptable. (For purposes of
   determining whether securities will be acceptable, Schroders will consider,
   among other things, whether they are liquid securities of a type consistent
   with the investment objective and policies of the Fund and have a readily
   ascertainable value.) If the Fund receives securities from an investor in
   exchange for Investor Shares of the Fund, the Fund will under some
   circumstances have the same tax basis in the securities as the investor had
   prior to the exchange (and the Fund's gain for tax purposes would be
   calculated with regard to the investor's tax basis), and in such cases the
   Fund's holding period in those securities would include the investor's
   holding period. Any gain on the sale of securities received in exchange for
   Investor Shares of the Fund would be subject to distribution as capital gain
   to all of the Fund's shareholders. (In some circumstances, receipt of
   securities from an investor in exchange for Investor Shares of the Fund may
   be a taxable transaction to the investor, in which case the Fund's tax basis
   in the securities would reflect the fair market value of the securities on
   the date of the exchange, and its holding period in the securities would
   begin on that date.) The Fund values securities accepted by Schroders in the
   same manner as are the Fund's portfolio securities as of the time of the next
   determination of the Fund's net asset value. Although the Fund seeks to
   determine the fair value of securities contributed to the Fund, any valuation
   that does not reflect fair value may dilute the interests of the purchasing
   shareholder or the other shareholders of the Fund. All rights reflected in
   the market price of accepted securities at the time of valuation become the
   property of the Fund and must be delivered to the Fund upon receipt by the
   investor. Investors may realize a taxable gain or loss upon the exchange.
   Investors interested in purchases through exchange should telephone Schroders
   at (800) 464-3108, their Schroders client representative, or other financial
   intermediary.

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


                                     - 19 -


   If correspondence to the shareholder's address of record is returned, then,
   unless BFDS determines the shareholder's new address, BFDS will reinvest
   dividends and other distributions returned to it in the Fund, and if the
   correspondence included checks, the checks will be canceled and re-deposited
   to the shareholder's account at then-current net asset value.


                                     - 20 -


--------------------------------------------------------------------------------
HOW TO SELL SHARES

   When you may redeem. You may sell your Investor Shares back to the Fund on
   any day the 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.
   Redemption requests received in good order by Schroder Mutual Funds, BFDS, or
   an authorized broker or financial institution (as described below) prior to
   the close of the Exchange on any day the Exchange is open for trading will be
   priced at the net asset value next determined as of the end of that day.
   Orders received after that time will receive the next day's net asset value.
   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. A
   bank, broker-dealer, or certain other financial institutions must guarantee
   the signature(s) of all account holders for any redemption request in excess
   of $50,000, or for any amount being sent to an address or bank account that
   is not registered on the account. The Stamp 2000 Medallion Guarantee is the
   only acceptable form of guarantee. An investor can obtain this signature
   guarantee from a commercial bank, savings bank, credit union, or
   broker-dealer that participates in one of the Medallion signature guarantee
   programs. You may redeem your shares by telephone only if you elected the
   telephone redemption privilege option on your Account Application or
   otherwise in writing. Telephone redemption proceeds will be sent only to you
   at an address on record with the Fund for at least 30 days. Unless otherwise
   agreed, you may only exercise the telephone redemption privilege to redeem
   shares worth not more than $50,000. The Trust may require additional
   documentation from shareholders that are corporations, partnerships, agents,
   fiduciaries, surviving joint owners, those acting through powers of attorney,
   or similar delegation.

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

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

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


                                     - 21 -


   or financial institution or authorized designee. Orders received in good
   order prior to the close of the Exchange on any day the Exchange is open for
   trading will receive the net asset value next determined as of the end of
   that day. Orders received after that time will receive the next day's net
   asset value.

   Brokers or other agents may charge investors a fee for effecting transactions
   in shares of the Fund, in addition to any fees the Fund charges.

   Involuntary redemptions. If, because of your redemptions, your account
   balance for the Fund falls below a minimum amount set by the Trustees
   (presently $2,000), a Trust may choose to redeem your Investor Shares in the
   Fund and pay you for them. You will receive at least 30 days' written notice
   before the Trust redeems your Investor Shares, and you may purchase
   additional Investor Shares at any time to avoid a redemption. The Trust may
   also redeem Investor Shares if you own shares of the Fund above a maximum
   amount set by the Trustees. There is currently no maximum, but the Trustees
   may establish one at any time, which could apply to both present and future
   shareholders.

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

   Redemptions in kind. The Trust does not expect to redeem Investor Shares in
   kind under normal circumstances. If the Trust redeems your Investor Shares in
   kind, you should expect to incur brokerage expenses and other transaction
   costs upon the disposition of the securities you receive from the Fund. In
   addition, the price of those securities may change between the time when you
   receive the securities and the time when you are able to dispose of them. The
   Trust may pay redemption proceeds in any amount with respect to the Fund in
   whole or in part by a distribution in kind of securities held by the Fund in
   lieu of cash.

   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 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.
   For more details, please contact BFDS at (800) 464-3108, your Schroders
   client representative or your financial intermediary. The Trust may require
   corporations, fiduciaries, and other types of shareholders to supply
   additional documents which support their authority to effect a redemption. In
   an effort to prevent unauthorized or fraudulent redemption requests by
   telephone, BFDS will follow reasonable procedures to confirm that telephone
   instructions are genuine. BFDS and the 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. The Fund imposes a 2.00% redemption fee on shares redeemed
   (including in connection with an exchange) two months or less from their date
   of purchase. The fee is not a sales charge (load); it is paid directly to the
   Fund. The purpose of the redemption fee is principally to discourage market
   timing, and also to help defray costs incurred by the Fund in connection with
   short-term trading by investors in its shares.

   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


                                     - 22 -


   redemption request in good order, minus the redemption fee. The redemption
   fee is not assessed on shares acquired through the reinvestment of dividends
   or distributions paid by the Fund, or shares redeemed through designated
   systematic withdrawal plans. The redemption fee does apply to IRAs, and may
   also apply to shares held in employer-sponsored retirement accounts (such as
   401(k), 403(b), Keogh, profit sharing, SIMPLE IRA, SEP-IRA and money purchase
   pension accounts) and shares in retirement plans held in broker omnibus
   accounts.

   For purposes of computing the redemption fee, redemptions by a shareholder to
   which the fee applies will be deemed to have been made on a first-purchased,
   first-redeemed basis.


                                     - 23 -


--------------------------------------------------------------------------------
EXCHANGES

   You can exchange your Investor Shares of the Fund for Investor Shares of
   other funds in the Schroder family of funds at any time at their respective
   net asset values. An exchange of shares of the Fund may be subject to a
   redemption fee of 2.00% as described above under "Redemption Fee" (such that
   the exchange would be made at net asset value minus any redemption fee). The
   Trust would treat the exchange as a sale of your Investor Shares, and any
   gain on the exchange will generally be subject to tax. For a listing of the
   Schroder funds available for exchange and to exchange Investor Shares, please
   call (800) 464-3108. (From outside the United States, please call (617)
   483-5000 and ask to speak with a representative of the Schroder Mutual
   Funds.) In order to exchange shares by telephone, you must complete the
   appropriate section of the Account Application. The Trust and Schroders
   reserve the right to change or suspend the exchange privilege at any time.
   Schroders would notify shareholders of any such change or suspension.


                                     - 24 -


--------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS

   The Fund declares dividends from net investment income and distributes these
   dividends quarterly. The Fund distributes any net realized capital gain at
   least annually. The Fund makes distributions from net capital gain after
   applying any available capital loss carryovers.

   YOU CAN CHOOSE FROM FOUR DISTRIBUTION OPTIONS:

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

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

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

   -- Receive all distributions in cash.

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



                                     - 25 -


--------------------------------------------------------------------------------
FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES

   Excessive trading can hurt Fund performance, operations, and shareholders.
   The Board of Trustees of the Trust has adopted policies and procedures with
   respect to frequent purchases and redemptions of Fund shares by Fund
   shareholders. The Fund discourages, and does not accommodate, frequent
   purchases and redemption of the Fund's shares to the extent Schroders
   believes that such trading is harmful to the Fund's shareholders, although
   the Fund will not necessarily prevent all frequent trading in its shares. The
   Fund reserves the right, in its discretion, to reject any purchase, in whole
   or in part (including, without limitation, purchases by persons whose trading
   activity Schroders believes could be harmful to the Fund). The Trust or
   Schroders may also limit the amount or number of exchanges or reject any
   purchase by exchange if the Trust or Schroders believes that the investor in
   question is engaged in "market timing activities" or similar activities that
   may be harmful to the Fund or its shareholders, although the Trust and
   Schroders have not established any maximum amount or number of such exchanges
   that may occur in any period. The Trust generally expects to inform any
   persons that their purchase has been rejected within 24 hours. In addition,
   the Board of Trustees of the Trust has established a 2.00% redemption fee for
   shares of the Fund held for two months or less from their date of purchase.
   See "How to Sell Shares -- Redemption Fee" for further information. The
   ability of Schroders to monitor trades that are placed through omnibus or
   other nominee accounts is limited in those instances in which the broker,
   retirement plan administrator, or fee-based program sponsor does not provide
   complete information to Schroders regarding underlying beneficial owners of
   Fund shares. The Trust or its distributor may enter into written agreements
   with financial intermediaries who hold omnibus accounts that require the
   intermediaries to provide certain information to the Trust regarding
   shareholders who hold shares through such accounts and to restrict or
   prohibit trading in Fund shares by shareholders identified by the Trust as
   having engaged in trades that violate the Trust's "market timing" policies.
   The Trust or Schroders may take any steps they consider appropriate in
   respect of frequent trading in omnibus accounts, including seeking additional
   information from the holder of the omnibus account or potentially closing the
   omnibus account (although there can be no assurance that the Trust or
   Schroders would do so). Please see the SAI for additional information on
   frequent purchases and redemptions of Fund shares. There can be no assurance
   that the Fund or Schroders will identify all harmful purchase or redemption
   activity, or market timing or similar activities, affecting the Fund, or that
   the Fund or Schroders will be successful in limiting or eliminating such
   activities.


                                     - 26 -


--------------------------------------------------------------------------------
PAYMENT OF FEES

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


                                     - 27 -


--------------------------------------------------------------------------------
TAXES

   TAXES ON DIVIDENDS AND DISTRIBUTIONS. For federal income tax purposes,
   distributions of investment income are taxed as ordinary income. Taxes on
   distributions of capital gains are determined by how long the Fund owned the
   investments that generated the gains, rather than how long you have owned
   your shares. Distributions of net capital gains from the sale of investments
   that the Fund has held for more than one year and that are properly
   designated by the Fund as capital gain dividends will be taxable as long-term
   capital gains. Distributions of gains from the sale of investments that the
   Fund owned for one year or less and gains on the sale of bonds characterized
   as a market discount sale will be taxable as ordinary income. For taxable
   years beginning before January 1, 2011, distributions of investment income
   designated by the Fund as derived from "qualified dividend income" will be
   taxed in the hands of individuals at rates applicable to long-term capital
   gains, provided holding period and other requirements are met at both the
   shareholder and Fund level. The Fund does not expect a significant portion of
   its distributions to be derived from qualified dividend income.

   Distributions are taxable to shareholders even if they are paid from income
   or gains earned by the Fund before a shareholder's investment (and thus were
   included in the price the shareholder paid). Distributions are taxable
   whether shareholders receive them in cash or reinvest them in additional
   shares.

   Distributions by the Fund to retirement plans that qualify for tax-exempt
   treatment under federal income tax laws will not be taxable. Special tax
   rules apply to investments through such plans. You should consult your tax
   advisor to determine the suitability of the Fund as an investment through
   such a plan and the tax treatment of distributions (including distributions
   of amounts attributable to an investment in the Fund) from such a plan.

   The Fund's investment in certain debt obligations may cause the Fund to
   recognize taxable income in excess of the cash generated by such obligations.
   Thus, the Fund could be required at times to liquidate other investments in
   order to satisfy its distribution requirements.

   In general, dividends (other than capital gain dividends) paid to a
   shareholder that is not a "U.S. person" within the meaning of the Internal
   Revenue Code (a "foreign person"), are subject to withholding of U.S. federal
   income tax at a rate of 30% (or lower applicable treaty rate). However, under
   the American Jobs Creation Act of 2004, effective for taxable years of the
   Fund beginning after December 31, 2004 and before January 1, 2008, the Fund
   generally will not be required to withhold any amounts with respect to
   distributions of (i) U.S. source interest income that would not be subject to
   U.S. federal income tax if earned directly by an individual foreign person,
   and (ii) net short-term capital gains in excess of net long-term capital
   losses, in each case to the extent such distributions are properly designated
   by the Fund.

   Long-term capital gain rates applicable to individuals have been temporarily
   reduced -- in general, to 15% with lower rates applying to taxpayers in the
   10% and 15% rate brackets -- for taxable years beginning before January 1,
   2011.

   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 Fund 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. The Fund's investments in foreign securities may be subject to
   foreign withholding or other taxes. In that case, the Fund's return on those
   securities would be


                                     - 28 -


   decreased. Shareholders of Schroders funds that invest more than 50% of their
   assets in foreign securities may be entitled to claim a credit or deduction
   with respect to foreign taxes. Shareholders of other Schroders funds
   generally will not be entitled to claim a credit or deduction with respect to
   foreign taxes. In addition, investments in foreign securities may increase or
   accelerate the Fund's recognition of ordinary income and may affect the
   timing or amount of the Fund's distributions.

   DERIVATIVES. The Fund's use of derivatives may affect the amount, timing, and
   character of distributions to shareholders and, therefore, may increase the
   amount of taxes payable by shareholders.

   CONSULT YOUR TAX ADVISOR ABOUT OTHER POSSIBLE TAX CONSEQUENCES. This is a
   summary of certain U.S. federal income tax consequences of investing in the
   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.


                                     - 29 -


--------------------------------------------------------------------------------
DISCLOSURES OF FUND PORTFOLIO INFORMATION

   Please see the Fund's SAI for a description of the Fund's policies and
   procedures regarding the persons to whom the Fund or Schroders may disclose
   the Fund's portfolio securities positions, and under which circumstances.


                                     - 30 -


--------------------------------------------------------------------------------
USA PATRIOT ACT

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


                                     - 31 -



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


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


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


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


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


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


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


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



SCHRODER SERIES TRUST
Schroder Strategic Bond Fund


The Fund has an SAI which includes additional information about the Fund. The
SAI is incorporated by reference into this Prospectus, which means it is part
of this Prospectus for legal purposes. You may get free copies of the SAI,
request other information about the Fund, or make shareholder inquiries by
calling (800) 464-3108. From outside the United States, please call (617)
483-5000 and ask to speak with a representative of the Schroder Mutual Funds.
The Fund's SAI is also available on the following website:
WWW.SCHRODERFUNDS.COM.


You may review and copy information about the Fund, including its SAI, at the
Securities and Exchange Commission's public reference room in Washington, D.C.
You may call the SEC 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 Fund on the SEC 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 the Trust's file number under the Investment Company Act, which is:
Schroder Series Trust: 811-7840.


SCHRODER SERIES TRUST
875 Third Avenue
New York, New York 10022
(800) 464-3108


File No. 811-7840 -- Schroder Series Trust











                                         Filed pursuant to Rule 497(c) under the
                                              Securities Act of 1933, as amended
                                                 Registration File No.: 33-65632


[GRAPHIC OMITTED]




PROSPECTUS


June 30, 2006


SCHRODER STRATEGIC BOND FUND


Advisor Shares


This Prospectus describes one mutual fund offered by Schroder Series Trust (the
"Trust").


SCHRODER STRATEGIC BOND FUND seeks a high level of total return. The Fund
invests in a portfolio of debt securities of issuers across a spectrum of
sectors and markets around the world.


This Prospectus explains what you should know about the Fund before you invest.
Please read it carefully. You can call the Schroder Mutual Funds at (800)
464-3108 to find out more about the Fund and other funds in the Schroder family
of funds. From outside the United States, please call (617) 483-5000 and ask to
speak with a representative of the Schroder Mutual Funds.


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



                             SCHRODER SERIES TRUST



                               TABLE OF CONTENTS





                                                                             PAGE
                                                                             ---
SUMMARY INFORMATION .....................................................      1
  Schroder Strategic Bond Fund ..........................................      1
FEES AND EXPENSES .......................................................      5
PRINCIPAL RISKS OF INVESTING IN THE FUND ................................      7
NON-PRINCIPAL INVESTMENT STRATEGIES AND TECHNIQUES ......................     14
MANAGEMENT OF THE FUND ..................................................     16
HOW THE FUND'S SHARES ARE PRICED ........................................     18
HOW TO BUY SHARES .......................................................     19
HOW TO SELL SHARES ......................................................     23
EXCHANGES ...............................................................     26
ADDITIONAL INFORMATION ABOUT ADVISOR SHARES; DISTRIBUTION PLAN ..........     27
DIVIDENDS AND DISTRIBUTIONS .............................................     28
FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES .......................     29
PAYMENT OF FEES .........................................................     30
TAXES ...................................................................     31
DISCLOSURES OF FUND PORTFOLIO INFORMATION ...............................     33
USA PATRIOT ACT .........................................................     34



                                     - i -



--------------------------------------------------------------------------------
SUMMARY INFORMATION


   This summary identifies the investment objective, principal investment
   strategies, and principal risks of Schroder Strategic Bond Fund (the
   "Fund").


SCHRODER STRATEGIC BOND FUND

   INVESTMENT OBJECTIVE. To seek a high level of total return.

   PRINCIPAL INVESTMENT STRATEGIES. The Fund seeks its objective by investing
   in a portfolio of debt securities of issuers across a spectrum of sectors
   and markets around the world. The Fund normally invests substantially all,
   and at least 80%, of its net assets in debt securities. The Fund may use
   derivatives for purposes of complying with this test. The Fund may, from
   time to time, invest more than 25% of its net assets in any one country or
   group of countries. The Fund's sub-adviser will normally (though it will
   not necessarily) hedge a substantial portion of the Fund's foreign currency
   exposure back into the U.S. dollar, in order to limit the effects of
   changes in foreign currencies on the value of the Fund's portfolio. The
   Fund is a non-diversified investment company.

   The Fund may invest in any type of debt securities, including, for example,
   corporate debt securities, securities issued or guaranteed by sovereign
   governments, their agencies, or instrumentalities (including securities
   issued by the U.S. Government, the Government National Mortgage
   Association, Federal Home Loan Banks, Fannie Mae, and Freddie Mac) and
   mortgage-backed securities (including collateralized mortgage obligations).
   The Fund may invest in convertible securities and warrants. The Fund may
   invest in securities of any maturity, but will normally seek to maintain a
   dollar-weighted average portfolio duration of 10 years or less. The Fund
   may invest a substantial portion of its assets in mortgage-backed and
   mortgage-related securities, including collateralized mortgage obligations,
   and other asset-backed securities. Asset-backed securities in which the
   Fund invests may have underlying assets that include motor vehicle
   installment sales or installment loan contracts, leases of various types of
   real and personal property and receivables from credit card agreements.

   The Fund will invest principally in securities of "investment grade" at the
   time of purchase, meaning either that a nationally recognized statistical
   rating organization (for example, Moody's Investor Service, Inc., Standard
   & Poor's Rating Service, or Fitch Investors Service, Inc.) has rated the
   securities Baa3 or BBB- (or the equivalent) or better, or the Fund's
   sub-adviser has determined the securities to be of comparable quality. Up
   to 40% of the Fund's total assets may be invested in securities rated below
   "investment grade", sometimes referred to as "junk bonds" (or, if unrated,
   determined by the Fund's sub-adviser to be of comparable quality).

   The Fund may (though it will not necessarily) purchase and sell interest rate
   futures contracts and enter into swap transactions, foreign currency forwards
   and swap transactions, and options, as a substitute for cash investments, for
   hedging purposes, to take a net short position in certain markets, or to
   adjust the interest rate sensitivity and duration of the Fund's portfolio.
   The Fund may take long or short positions in so-called credit default swaps
   or other credit derivatives as an alternative to buying or selling debt
   securities themselves or otherwise to increase the Fund's total return. The
   Fund may also invest in money market securities when the Fund's sub-adviser
   expects the return on such securities to exceed the return on securities with
   longer durations.

   In managing the Fund, the Fund's sub-adviser will allocate the Fund's
   assets among issuers, types of securities, industries, interest rates, and
   geographical regions, including


                                     - 1 -



   emerging markets. An investment team located in London will make top-down
   investment allocation decisions. Subject to the oversight of this
   investment team, other investment teams located in various geographical
   regions or specializing in particular types of investments will implement
   those asset allocation decisions by selecting the specific securities in
   which the Fund will invest. In this way, the Fund's sub-adviser attempts to
   construct a portfolio representing many of the firm's "best ideas." The
   Fund's sub-adviser will change asset allocations and the Fund's portfolio
   securities in response to changes in its assessment of market, economic,
   political, and other factors. The sub-adviser may sell securities when it
   believes that they no longer offer attractive potential future returns
   compared to other investment opportunities or that they present undesirable
   risks, or in order to limit losses on securities that have declined in
   value. The Fund's sub-adviser may trade the Fund's portfolio securities
   more frequently than many other mutual funds. Frequent trading of the
   Fund's portfolio securities will result in relatively high transaction
   costs and may result in taxable capital gains.

PRINCIPAL RISKS.


   -- It is possible to lose money on an investment in the Fund.

   -- FOREIGN INVESTMENT RISK.  Adverse political, regulatory, market, or
      economic developments in foreign countries can affect issuers located in
      those countries. Investments in foreign countries may also be subject to
      foreign withholding taxes.

   -- FOREIGN CURRENCIES RISK. Investments in foreign securities are normally
      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, and restrictions or
      prohibitions on the repatriation of foreign currencies.

   -- GEOGRAPHIC FOCUS RISK. 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. The Fund may, from time to time, invest more than 25% of its net
      assets in one or more developed countries. To the extent the Fund invests
      a substantial amount of its assets in one country, its performance may at
      times be worse than the performance of other mutual funds that invest
      more broadly.

   -- INTEREST RATE RISK. Interest rate increases can cause the price of a
      debt security to decrease. In addition, if a security is prepaid in a
      period of falling interest rates, the Fund may have to reinvest the
      proceeds in lower-yielding investments. Interest rate risk is generally
      greater in the case of securities with longer durations and in the case
      of portfolios of securities with longer average durations.

   -- CREDIT RISK. The ability, or perceived ability, of the issuer of a debt
      security to make timely payments of interest and principal on the
      security will affect the value of the security.

   -- INFLATION/DEFLATION RISK. Inflation risk is the risk that the value of
      the Fund's investments may decline as inflation reduces the value of
      money. Deflation risk is the risk that prices throughout the economy may
      decline over time, which may have an adverse effect on the
      creditworthiness of issuers in whose securities the Fund invests.

   -- EXTENSION RISK. During periods of rising interest rates, the average
      life of certain types of securities may be extended because of slower
      than expected principal payments. This may lock in a below-market
      interest rate, increase the security's duration, and reduce the value of
      the security.


                                     - 2 -



   -- HIGH-YIELD/JUNK BONDS RISK. 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.


   -- MORTGAGE AND ASSET-BACKED SECURITIES RISK. Mortgage-backed and
      asset-backed investments tend to increase in value less than other debt
      securities when interest rates decline, but are subject to similar risk
      of decline in market value during periods of rising interest rates. The
      values of mortgage-backed and asset-backed securities become more
      volatile as interest rates rise. In a period of declining interest rates,
      the Fund may be required to reinvest more frequent prepayments on
      mortgage-backed and asset-backed investments in lower-yielding
      investments. Asset-backed securities in which the Fund invests may have
      underlying assets that include motor vehicle installment sales or
      installment loan contracts, leases of various types of real and personal
      property and receivables from credit card agreements. Like mortgages
      underlying mortgage-backed securities, underlying automobile sales
      contracts or credit card receivables are subject to prepayment, which may
      reduce the overall return to certificate holders. Certificate holders may
      also experience delays in payment on the certificates if the full amounts
      due on underlying sales contracts or receivables are not realized by the
      trust because of unanticipated legal or administrative costs of enforcing
      the contracts or because of depreciation or damage to the collateral
      (usually automobiles) securing certain contracts, or other factors.


   -- U.S. GOVERNMENT SECURITIES RISK. Securities issued or guaranteed by
      certain agencies and instrumentalities of the U.S. Government are not
      supported by the full faith and credit of the United States. For example,
      mortgage-backed bonds issued by Fannie Mae or Freddie Mac are backed only
      by the credit of those issuers. Investments in these securities are also
      subject to interest rate risk (as described above under "Interest Rate
      Risk"), prepayment risk (as described above under "Mortgage and
      Asset-Backed Securities Risk"), extension risk (as described above under
      "Extension Risk"), and the risk that the value of the securities will
      fluctuate in response to political, market, or economic developments.


   -- LIQUIDITY RISK. The Fund may find it difficult to sell or to close out
      certain investments at favorable prices or times. Illiquid securities may
      be highly volatile and difficult to value.


   -- DERIVATIVES RISK. Derivative transactions typically involve leverage and
      may be highly volatile. It is possible that a derivative transaction will
      result in a loss greater than the principal amount invested, and the Fund
      may not be able to close-out a derivative transaction at a favorable time
      or price.


   -- CONVERTIBLE SECURITIES RISK. The Fund may invest in convertible
      securities, which are corporate debt securities that may be converted at
      either a stated price or stated rate into underlying shares of common
      stock, and so subject to the risks of investments in both debt securities
      and equity securities.


                                     - 3 -



   -- WARRANTS RISK. The Fund may invest in bonds issued with warrants
      attached to purchase equity securities. These instruments have many
      characteristics of convertible bonds and their prices may, to some
      degree, reflect the performance of the underlying stock.


   -- EMERGING MARKET SECURITIES RISK. 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.


   -- MANAGEMENT RISK. Because the Fund is actively managed, its investment
      return depends on the ability of its sub-adviser to manage its portfolio
      successfully. The Fund's sub-adviser and the investment team will apply
      investment techniques and risk analyses in making investment decisions
      for the Fund, but there can be no guarantee that these will produce the
      desired results.


   -- FREQUENT TRADING/PORTFOLIO TURNOVER RISK. Frequent trading of the Fund's
      portfolio securities will result in relatively high transaction costs and
      may result in taxable capital gains. The Fund's sub-adviser currently
      expects that the portfolio turnover rate for the Fund's current fiscal
      year will be greater than 400%.


   -- NON-DIVERSIFICATION RISK. The Fund is a non-diversified investment
      company. It may invest a greater percentage of its assets in a particular
      issuer or group of issuers than a diversified fund. To the extent the
      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.


Performance Information. The Fund recently commenced operations and does not
yet have historical investment performance. For performance information with
respect to other investment accounts managed by the Fund's adviser, see the
Statement of Additional Information ("SAI").
                                 ------------
Changes in investment objective and policies. The policy described above
requiring the Fund to invest at least 80% of its net assets in certain
investments may be changed by the Trustees upon at least 60 days' prior written
notice to shareholders. Except for any policy described in this prospectus or
in the SAI as fundamental, the Fund's investment objective and policies may be
changed by the Trustees without a vote of the shareholders.


                                     - 4 -


--------------------------------------------------------------------------------
FEES AND EXPENSES



THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
ADVISOR SHARES OF THE FUND.


     SHAREHOLDER FEES (paid directly from your investment):





      MAXIMUM SALES LOAD IMPOSED ON PURCHASES                None
      MAXIMUM DEFERRED SALES LOAD                            None
      MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS     None
      REDEMPTION FEE                                           2.00%(1)
      EXCHANGE FEE                                           None


     (1)  Shares of the Fund held for two months or less are subject to a
          redemption fee of 2.00%.


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





                                         SCHRODER STRATEGIC BOND FUND
                                         ----------------------------

   MANAGEMENT FEES (1)                             0.75%
                                                  -----
   DISTRIBUTION (12B-1) FEES                       0.25%
                                                  -----
   OTHER EXPENSES (1)(2)                           1.21%
                                                  -----
   TOTAL ANNUAL FUND OPERATING EXPENSES            2.21%
                                                  -----
   LESS: FEE WAIVER AND EXPENSE LIMITATION (3)    (0.81%)
                                                  -----
   NET EXPENSES (3)                                1.40%
                                                  -----


   (1) Management Fees for the Fund include all fees payable to the Fund's
    adviser and its affiliates for investment advisory and fund administration
    services. The Fund also pays administrative fees directly to SEI
    Investments Global Fund Services, and those fees are included under "Other
    Expenses."


   (2) "Other Expenses" for the Fund are based on estimated amounts for the
    Fund's current fiscal year.


   (3) The "Net Expenses" shown for the Fund reflect the effect of
    contractually imposed fee waivers and/or expense limitations, in effect
    until June 30, 2007, on the Total Annual Fund Operating Expenses of the
    Fund. In order to limit the expenses of the Fund's Advisor Shares, the
    Fund's adviser has contractually agreed to reduce its compensation (and,
    if necessary, to pay other Fund expenses, other than interest, taxes, and
    extraordinary expenses, which may include typically non-recurring expenses
    such as, for example, organizational expenses, litigation expenses, and
    shareholder meeting expenses) until June 30, 2007 to the extent that the
    Total Annual Fund Operating Expenses of the Fund allocable to its Advisor
    Shares exceed the annual rate of 1.40% (based on the average daily net
    assets attributable to the Fund's Advisor Shares). The fee waiver and/or
    expense limitation for the Fund may only be terminated during its term by
    the Board of Trustees.


                                     - 5 -


--------------------------------------------------------------------------------
EXAMPLE


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


   The Example assumes that you invest $10,000 in Advisor Shares of the Fund
   for the time periods indicated and then redeem all of your Advisor 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
   above (except that, in the first year, the operating expenses are the same
   as the Fund's Net Expenses shown above). Your actual costs may be higher or
   lower. Based on these assumptions, your costs would be:





                                     1 YEAR      3 YEARS
                                     ------      -------

   SCHRODER STRATEGIC BOND FUND       $143         $613
                                      ----         ----


   Because of Rule 12b-1 fees paid by the Fund, long-term shareholders may pay
   more than the economic equivalent of the maximum front-end sales load
   permitted under the applicable broker-dealer sales rules.


                                     - 6 -


--------------------------------------------------------------------------------
PRINCIPAL RISKS OF INVESTING IN THE FUND


   The Fund may not achieve its objective. The following provides more detail
   about certain of the Fund's principal risks and the circumstances which
   could adversely affect the value of the Fund's shares or its investment
   return.


   -- INTEREST RATE RISK. The values of bonds and other debt instruments
      usually rise and fall in response to changes in interest rates. Declining
      interest rates generally increase the values of existing debt
      instruments, and rising interest rates generally reduce the value of
      existing debt instruments. Interest rate risk is generally greater for
      investments with longer durations or maturities. Some investments give
      the issuer the option to call or redeem an investment before its maturity
      date. If an issuer calls or redeems an investment during a time of
      declining interest rates, the Fund might have to reinvest the proceeds in
      an investment offering a lower yield, and therefore might not benefit
      from any increase in value as a result of declining interest rates.


   -- CREDIT RISK. The ability, or perceived ability, of the issuer of a debt
      security to make timely payments of interest and principal on the
      security will affect the value of the security. It is possible that the
      ability of an issuer to meet its obligations will decline substantially
      during the period when the Fund owns securities of that issuer, or that
      the issuer will default on its obligations. An actual or perceived
      deterioration in the ability of an issuer to meet its obligations will
      likely have an adverse effect on the value of the issuer's securities.


      Up to 40% of the Fund's total assets may be invested in securities rated
      below "investment grade", sometimes referred to as "junk bonds" (or, if
      unrated, determined by the Fund's adviser to be of comparable quality).
      If a security has been rated by more than one nationally recognized
      statistical rating organization the Fund's adviser will consider the
      highest rating for the purposes of determining whether the security is of
      "investment grade." The Fund will not necessarily dispose of a security
      held by it if its rating falls below investment grade, although the
      Fund's adviser will consider whether the security continues to be an
      appropriate investment for the Fund. The Fund considers whether a
      security is of "investment grade" only at the time of purchase.


      Credit risk is generally greater for investments issued at less than
      their face values and required to make interest payments only at maturity
      rather than at intervals during the life of the investment. Credit rating
      agencies base their ratings largely on the issuer's historical financial
      condition and the rating agencies' investment analysis at the time of
      rating. The rating assigned to any particular investment does not
      necessarily reflect the issuer's current financial condition, and does
      not reflect an assessment of an investment's volatility or liquidity.
      Although investment grade investments generally have lower credit risk
      than investments rated below investment grade, they may share some of the
      risks of lower-rated investments, including the possibility that the
      issuers may be unable to make timely payments of interest and principal
      and thus default.


   -- HIGH-YIELD/JUNK BONDS RISK. The Fund may invest up to 40% of its total
      assets in securities rated below "investment grade" (commonly known as
      "junk bonds") (or, if unrated, determined by the Fund's adviser to be of
      comparable quality) (see "Credit Risk", above), although normally the
      Fund will not invest in securities unless a nationally recognized
      statistical rating organization (for example, Moody's Investor


                                     - 7 -



      Service, Inc., Standard & Poor's Rating Service, or Fitch Investors
      Service, Inc.) has rated the securities CC- (or the equivalent) or
      better, or the Fund's adviser has determined the securities to be of
      comparable quality. The lower ratings of certain securities held by the
      Fund reflect a greater possibility that adverse changes in the financial
      condition of the issuer or in general economic conditions, or both, or an
      unanticipated rise in interest rates, may impair the ability of the
      issuer to make payments of interest and principal. The inability (or
      perceived inability) of issuers to make timely payment of interest and
      principal would likely make the values of securities held by the Fund
      more volatile and could limit the Fund's ability to sell its securities
      at prices approximating the values the Fund has placed on such
      securities. In the absence of a liquid trading market for securities held
      by them, the Fund at times may be unable to establish the fair value of
      such securities. To the extent the Fund invests in securities in the
      lower rating categories, the achievement of the Fund's goals is more
      dependent on the Fund adviser's investment analysis than would be the
      case if the Fund was investing in securities in the higher rating
      categories.

   -- EXTENSION RISK. During periods of rising interest rates, the average
      life of certain types of securities may be extended because of slower
      than expected principal payments. This may lock in a below-market
      interest rate, increase the security's duration, and reduce the value of
      the security.

   -- INFLATION/DEFLATION RISK. Inflation risk is the risk that the Fund's
      assets or income from the Fund's investments may be worth less in the
      future as inflation decreases the value of money. As inflation increases,
      the real value of the Fund's portfolio could decline. Deflation risk is
      the risk that prices throughout the economy may decline over time -- the
      opposite of inflation. Deflation may have an adverse effect on the
      creditworthiness of issuers and may make issuer default more likely,
      which may result in a decline in the value of the Fund's portfolio.

   -- MORTGAGE AND ASSET-BACKED SECURITIES RISK. Mortgage-backed securities,
      including collateralized mortgage obligations and certain stripped
      mortgage-backed securities, represent a participation in, or are secured
      by, mortgage loans. Asset-backed securities are structured like
      mortgage-backed securities, but instead of mortgage loans or interests in
      mortgage loans, the underlying assets may include such items as motor
      vehicle installment sales or installment loan contracts, leases of
      various types of real and personal property and receivables from credit
      card agreements. The ability of an issuer of asset-backed securities to
      enforce its security interest in the underlying assets may be limited.
      Traditional debt investments typically pay a fixed rate of interest until
      maturity, when the entire principal amount is due. By contrast, payments
      on mortgage-backed and many asset-backed investments typically include
      both interest and partial payment of principal. Principal may also be
      prepaid voluntarily, or as a result of refinancing or foreclosure. The
      Fund may have to invest the proceeds from prepaid investments in other
      investments with less attractive terms and yields. As a result, these
      securities may have less potential for capital appreciation during
      periods of declining interest rates than other securities of comparable
      maturities, although they may have a similar risk of decline in market
      value during periods of rising interest rates. Because the prepayment
      rate generally declines as interest rates rise, an increase in interest
      rates will likely increase the duration, and thus the volatility, of
      mortgage-backed and asset-backed securities. Duration is a measure of the
      expected life of a fixed income security that is used to determine the
      sensitivity of the security's price to changes in interest rates. Unlike
      the maturity of a fixed income security, which measures only the time
      until final payment is due, duration takes into account the time


                                     - 8 -



      until all payments of interest and principal on a security are expected
      to be made, including how these payments are affected by prepayments and
      by changes in interest rates. Some mortgage-backed and asset-backed
      investments receive only the interest portion ("IOs") or the principal
      portion ("POs") of payments on the underlying assets. The yields and
      values of these investments are extremely sensitive to changes in
      interest rates and in the rate of principal payments on the underlying
      assets. IOs tend to decrease in value if interest rates decline and rates
      of repayment (including prepayment) on the underlying mortgages or assets
      increase; it is possible that the Fund may lose the entire amount of its
      investment in an IO due to a decrease in interest rates. Conversely, POs
      tend to decrease in value if interest rates rise and rates of repayment
      decrease. Moreover, the market for IOs and POs may be volatile and
      limited, which may make them difficult for the Fund to buy or sell. The
      Fund may gain investment exposure to mortgage-backed and asset-backed
      investments by entering into agreements with financial institutions to
      buy the investments at a fixed price at a future date. The Fund may or
      may not take delivery of the investments at the termination date of such
      an agreement, but will nonetheless be exposed to changes in value of the
      underlying investments during the term of the agreement.

   -- LIQUIDITY RISK. Liquidity risk exists when particular investments are
      difficult to purchase or sell. The Fund's investments in illiquid
      securities may reduce the returns of the Fund because it may be unable to
      sell the illiquid securities at anadvantageous time or price. Investments
      in foreign securities, derivatives, or securities with substantial market
      and/or credit risk tend to have the greatest exposure to liquidity risk.
      Illiquid securities may be highly volatile and difficult to value.

   -- DERIVATIVES RISK. Derivatives are financial contracts whose value
      depends on, or derives from, the value of an underlying asset, reference
      rate, or index. The Fund's use of derivative instruments involves risks
      different from, and possibly greater than, the risks associated with
      investing directly in securities and other traditional investments.
      Derivatives are subject to a number of risks described elsewhere in this
      section, such as liquidity risk, interest rate risk, and credit risk, and
      the risk that a derivative transaction may not have the effect the Fund's
      sub-adviser anticipated. Derivatives also involve the risk of mispricing
      or improper valuation and the risk that changes in the value of the
      derivative may not correlate perfectly with the underlying asset, rate,
      or index. Derivative transactions typically involve leverage and may be
      highly volatile. Use of derivatives other than for hedging purposes may
      be considered speculative, and when the Fund invests in a derivative
      instrument it could lose more than the principal amount invested. Also,
      suitable derivative transactions may not be available in all
      circumstances and there can be no assurance that the Fund will engage in
      these transactions to reduce exposure to other risks when that would be
      beneficial. Many derivative transactions are entered into "over the
      counter" (not on an exchange or contract market); as a result, the value
      of such a derivative transaction will depend on the ability and
      willingness of the Fund's counterparty to perform its obligations under
      the transaction. The Fund may be required to segregate certain of its
      assets on the books of its custodian in respect of derivatives
      transactions entered into by the Fund. See the Fund's SAI for more
      information.

   -- CONVERTIBLE SECURITIES RISK. The Fund may invest in convertible
      securities, which are corporate debt securities that may be converted at
      either a stated price or stated rate into underlying shares of common
      stock, and so subject to the risks of investments in both debt securities
      and equity securities. The market value of convertible securities tends
      to decline as interest rates increase and, conversely, tends


                                     - 9 -



      to increase as interest rates decline. In addition, because of the
      conversion feature, the market value of convertible securities tends to
      vary with fluctuations in the market value of the underlying common
      stocks and, therefore, also will react to variations in the general
      market for equity securities.

   -- WARRANTS RISK. The Fund may invest in bonds issued with warrants
      attached to purchase equity securities. These instruments have many
      characteristics of convertible bonds and their prices may, to some
      degree, reflect the performance of the underlying stock.

   -- FOREIGN INVESTMENT RISK. 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
      the Fund's investments in certain foreign countries. In addition, 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 the 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, the Fund may have limited
      recourse available to it. The laws of some foreign countries may limit
      the Fund's ability to invest in securities of certain issuers located in
      those countries.

      Special tax considerations apply to the Fund's investments in foreign
      securities. In determining whether to invest the Fund's assets in debt
      securities of foreign issuers, the Fund's sub-adviser considers the
      likely impact of foreign taxes on the net yield available to the Fund and
      its shareholders. Income and/or gains received by the 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 the Fund will reduce its income available for distribution to
      shareholders. In certain circumstances, the Fund may be able to pass
      through to shareholders credits for foreign taxes paid. Certain of these
      risks may also apply to some extent to investments in U.S. companies that
      are traded in foreign markets, or investments in U.S. companies that have
      significant foreign operations.

      In addition, the Fund's investments in foreign securities or foreign
      currencies may increase or accelerate the Fund's recognition of ordinary
      income and may affect the timing or character of the Fund's
      distributions.

   -- FOREIGN CURRENCIES RISK. Since foreign securities normally are
      denominated and traded in foreign currencies, the value of the Fund's
      assets may be affected favorably


                                     - 10 -



      or unfavorably by currency exchange rates, currency exchange control
      regulations, foreign withholding taxes, and restrictions or prohibitions
      on the repatriation of foreign currencies. The 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.

      If the 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 the 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 the 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 the 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. The 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.

   -- EMERGING MARKET SECURITIES RISK. Investing in emerging market securities
      poses risks different from, and/or greater than, risks of investing in
      domestic securities or in the securities of foreign, developed countries.
      These risks include: smaller market capitalization of 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 the 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 the Fund may invest are traded on
      securities exchanges, they may trade in limited volume, and the exchanges
      may not provide all of the conveniences or protections provided by
      securities exchanges in more developed markets.

      Additional risks of emerging market securities may include: greater
      social, economic and political uncertainty and instability; more
      substantial governmental involvement in the economy; less governmental
      supervision and regulation; unavailability of currency hedging
      techniques; companies that are newly organized and small; differences in
      auditing and financial reporting standards, which may result in
      unavailability of material


                                     - 11 -



      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 the 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.


   -- GEOGRAPHIC FOCUS RISK. To the extent that the Fund invests a substantial
      amount of its assets in one country, its performance may at times be
      worse than the performance of other mutual funds that invest more
      broadly.


   -- MANAGEMENT RISK. Because the Fund is actively managed, the Fund's
      investment return depends on the ability of its sub-adviser to manage its
      portfolio successfully. The Fund's sub-adviser and its investment team
      will apply investment techniques and risk analyses in making investment
      decisions for the Fund, but there can be no guarantee that these will
      produce the desired results.


   -- FREQUENT TRADING / PORTFOLIO TURNOVER RISK. The length of time the Fund
      has held a particular security is not generally a consideration in
      investment decisions. The investment policies of the Fund may lead to
      frequent changes in the Fund's investments, particularly in periods of
      volatile market movements, in order to take advantage of what the Fund's
      sub-adviser believes to be temporary disparities in normal yield
      relationships between securities. A change in the securities held by the
      Fund is known as "portfolio turnover." Portfolio turnover generally
      involves some expense to the Fund, including bid-asked spreads, dealer
      mark-ups and other transaction costs on the sale of securities and
      reinvestments in other securities, and may result in the realization of
      taxable capital gains (including short-term gains, which are generally
      taxed to shareholders at ordinary income rates). The trading costs and
      tax effects associated with portfolio turnover may adversely affect the
      Fund's performance. During periods when the Fund experiences high
      portfolio turnover rates, these effects are likely to be more pronounced.
      The Fund's adviser currently expects that the portfolio turnover rate for
      the current fiscal year will be greater than 400% for the Fund. Consult
      your tax advisor regarding the Fund's portfolio turnover rate on your
      investments.


   -- U.S. GOVERNMENT SECURITIES RISK. U.S. Government securities include a
      variety of securities that differ in their interest rates, maturities,
      and dates of issue. While securities issued or guaranteed by some
      agencies or instrumentalities of the U.S. Government (such as the
      Government National Mortgage Association) are supported by the full faith
      and credit of the United States, securities issued or guaranteed by
      certain other agencies or instrumentalities of the U.S. Government (such
      as Federal Home Loan Banks) are supported by the right of the issuer to
      borrow from the U.S. Government, and securities issued or guaranteed by
      certain other agencies and instrumentalities of the U.S. Government (such
      as Fannie Mae and Freddie Mac) are supported only by the credit of the
      issuer itself. Investments in these securities are also subject to
      interest rate risk (as described above under "Interest Rate Risk"),
      prepayment risk (as described above under "Mortgage and Asset-Backed
      Securities Risk"), extension risk (as described above under "Extension
      Risk"), and the risk that the value of the securities will fluctuate in
      response to political, market, or economic developments.


                                     - 12 -



   -- NON-DIVERSIFICATION RISK. The Fund is a non-diversified investment
      company. It therefore may invest a greater percentage of its assets in a
      particular issuer or group of issuers than a diversified fund. To the
      extent the 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.


                                     - 13 -



--------------------------------------------------------------------------------
NON-PRINCIPAL INVESTMENT STRATEGIES AND TECHNIQUES


   In addition to the principal investment strategies described in the
   Principal Investment Strategies section above, the Fund may at times, but
   is 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 the Fund's sub-adviser might use in managing the Fund. As in any
   mutual fund, investors must rely on the professional investment judgment
   and skill of the Fund's adviser.


   -- SHORT SALES. The Fund may sell a security short when the Fund's
      sub-adviser anticipates that the price of the security will decline. The
      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 "closes" the short position. A
      short position will result in a loss if the market price of the security
      in question increases between the date when the 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 such 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.


   -- WHEN-ISSUED, DELAYED DELIVERY, AND FORWARD COMMITMENT TRANSACTIONS. The
      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 the Fund and involve a risk of loss if the value of the
      securities declines prior to the settlement date.


   -- SECURITIES LOANS AND REPURCHASE AGREEMENTS. The Fund 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 the Fund if the other party should default on its obligation
      and the Fund is delayed or prevented from recovering the collateral. The
      Fund may enter into securities loans and repurchase agreements as a
      non-principal investment strategy, as a way to recognize additional
      current income on securities that it owns.


   -- TEMPORARY DEFENSIVE STRATEGIES. At times, the Fund's sub-adviser may
      judge that conditions in the securities markets make pursuing the Fund's
      investment strategy inconsistent with the best interests of its
      shareholders. At such times, the Fund's sub-adviser may, but is not
      required to, take temporary "defensive" positions that are inconsistent
      with the Fund's principal investment strategies in attempting to respond
      to adverse market, economic, political, or other conditions. In
      implementing these defensive strategies, the Fund would invest in
      investment grade fixed income securities, cash or money market
      instruments to any extent the Fund's sub-adviser considers consistent
      with such defensive strategies. It is impossible to predict when, or for
      how long, the Fund would use these alternate strategies. One risk of
      taking such temporary defensive positions is that the Fund may not
      achieve its investment objective.


   -- PRICING. At times market conditions might make it hard to value some
      investments. If the Fund has valued securities it holds too high, you may
      end up paying too much for


                                     - 14 -



      the Fund's shares when you buy into the Fund. If the Fund underestimates
      the price of its portfolio securities, you may not receive the full
      market value for your Fund shares when you sell. To the extent the Fund
      relies on a pricing service to value some or all of its portfolio
      securities, it is possible that the pricing information provided by the
      service will not reflect the actual price the Fund would receive upon a
      sale of the security.


   -- OTHER INVESTMENTS. The Fund 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 Fund to additional risks. Please see the SAI 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 Fund.


   -- SECURITIES IN DEFAULT. The Fund may invest in securities that are in
      default. Securities that are in default are subject generally to the
      risks described above under "Principal Risks of Investing in the Fund --
      High-Yield/Junk Bonds Risk", and which offer little or no prospect for
      the payment of the full amount of unpaid principal and interest, although
      normally the Fund will not invest in securities unless a nationally
      recognized statistical rating organization (for example, Moody's Investor
      Service, Inc., Standard & Poor's Rating Service, or Fitch Investors
      Service, Inc.) has rated the securities CC-- (or the equivalent) or
      better, or the Fund's adviser has determined the securities to be of
      comparable quality.


   -- PERCENTAGE INVESTMENT LIMITATIONS. Unless otherwise noted, all
      percentage limitations on Fund investments will apply at the time of
      investment, including the requirement that the Fund normally invest at
      least 80% of its net assets in debt securities. An investment by the Fund
      would not be considered to violate any percentage limitation unless an
      excess or deficiency were to occur or exist immediately after and as a
      result of an investment. References in the discussion of the Fund's
      investment policies above to 80% of the 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.


   -- PRIVATE PLACEMENTS AND RESTRICTED SECURITIES. The Fund may invest in
      securities that are purchased in private placements. Because there may be
      relatively few potential purchasers for such investments, especially
      under adverse market or economic conditions or in the event of adverse
      changes in the financial condition of the issuer, the Fund could find it
      more difficult to sell such securities when the Fund's adviser believes
      it advisable to do so or may be able to sell such securities only at
      prices lower than if such securities were more widely held. At times, it
      may also be more difficult to determine the fair value of such securities
      for purposes of computing the Fund's net asset value. The Fund's sale of
      such investments may also be restricted under securities laws. In the
      event that the Trustees, or persons designated by the Trustees, determine
      that a security is "readily marketable" pursuant to these procedures, and
      the Fund is not able to sell such security at the price that such persons
      anticipate, the Fund's net asset value will decrease.


                                     - 15 -



--------------------------------------------------------------------------------
MANAGEMENT OF THE FUND


   The Trust is governed by a Board of Trustees. The Board of Trustees of the
   Trust has retained Schroder Investment Management North America Inc.
   ("Schroders") to serve as the Fund's adviser and to manage the investments
   of the Fund. Subject to the control of the Board of Trustees, Schroders
   also manages the Fund's other affairs and business.


   Schroder Investment Management North America Limited ("SIMNA Ltd."), an
   affiliate of Schroders, serves as sub-adviser responsible for portfolio
   management of the Fund.


   Schroders (itself and its predecessors) has been an investment manager
   since 1962, and serves as investment adviser to the Fund and as investment
   adviser to other mutual funds and a broad range of institutional investors.
   Schroders plc, Schroders' ultimate parent, is a global asset management
   company with approximately $211 billion under management as of December 31,
   2005. Schroders and its affiliates have clients that are major financial
   institutions including banks and insurance companies, public and private
   pension funds, endowments and foundations, high net worth individuals,
   financial intermediaries and retail investors. Schroders plc has one of the
   largest networks of offices of any dedicated asset management company and
   over 300 portfolio managers and analysts covering the world's investment
   markets.


   --  MANAGEMENT FEES. The Fund expects to pay management fees for investment
      management services to Schroders at the annual rate (based on the Fund's
      average daily net assets) of 0.75%. As compensation for SIMNA Ltd.'s
      services as sub-adviser, Schroders pays to SIMNA Ltd. fifty percent of
      the investment advisory fees Schroders receives from the Fund.


   --  EXPENSE LIMITATIONS AND WAIVERS. In order to limit the expenses of the
      Fund, Schroders has contractually agreed to reduce its compensation (and,
      if necessary, to pay other Fund expenses, other than interest, taxes, and
      extraordinary expenses, which may include typically non-recurring
      expenses such as, for example, organizational expenses, litigation
      expenses, and shareholder meeting expenses) until June 30, 2007 to the
      extent that the Total Annual Fund Operating Expenses of the Fund
      allocable to its Advisor Shares exceed the annual rate of 1.40% (based on
      the average daily net assets attributable to the Fund's Advisor Shares).


                                     - 16 -



   --  PORTFOLIO MANAGEMENT. The following portfolio managers at Schroders and
      SIMNA Ltd. have primary responsibility for making investment decisions
      for the Fund. Each portfolio manager's recent professional experience is
      also shown. The Fund's SAI provides additional information about each
      portfolio manager's compensation, other accounts managed by the portfolio
      managers, and each portfolio manager's ownership of securities in the
      Fund.




                                                                                RECENT PROFESSIONAL
FUND                      NAME              TITLE               SINCE           EXPERIENCE
----                      ----              -----               -----           ----------

Schroder Strategic Bond   Robert Michele,   Global Head of      June 30, 2006   Mr. Michele is Global
Fund                      CFA               Fixed Income                        Head of Fixed Income of
                                                                                Schroders. He has been
                                                                                an employee of Schroders
                                                                                since 1998.
Schroder Strategic Bond   Louise Davies     Portfolio Manager   June 30, 2006   Ms. Davies is a Portfolio
Fund                                                                            Manager of Schroders.
                                                                                She has been an
                                                                                employee of Schroders
                                                                                since 1999.



                                     - 17 -



--------------------------------------------------------------------------------
HOW THE FUND'S SHARES ARE PRICED


   The Fund calculates the net asset value of its Advisor Shares by dividing
   the total value of its assets attributable to its Advisor Shares, less its
   liabilities attributable to those shares, by the number of Advisor Shares
   outstanding. The Fund values its Advisor Shares as of the close of trading
   on the New York Stock Exchange (the "Exchange") (normally 4:00 p.m.,
   Eastern Time) each day the Exchange is open. The Trust expects that days,
   other than weekend days, when the Exchange will not be open are New Year's
   Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
   Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
   Securities for which market quotations are readily available are valued at
   prices which, in the opinion of Schroders, most nearly represent the market
   values of such securities. Securities for which market values are not
   readily available, or for which the Fund's adviser believes the market
   value is unreliable (including, for example, certain foreign securities,
   thinly traded securities, initial public offerings, or when there is a
   particular event that may affect the value of a security), are valued by
   Schroders at their fair values pursuant to guidelines established by the
   Board of Trustees, and under the ultimate supervision of the Board of
   Trustees, generally by reference to other securities or indexes. For
   instance, a pricing service may recommend a fair value based generally on
   prices of comparable securities. Unlisted securities for which market
   quotations are readily available generally are valued at the most recently
   reported sales prices on any day or, in the absence of a reported sale
   price, at mid-market prices. Options and futures contracts traded on a
   securities exchange or board of trade generally are valued at the last
   reported sales price or, in the absence of a sale, at the closing
   mid-market price on the principal exchange where they are traded. Options
   and futures 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. If such prices are not available,
   unlisted securities and derivatives are valued by Schroders at their fair
   values based on quotations from dealers, and if such quotations are not
   available, based on factors in the market where such securities trade, such
   as security and bond prices, interest rates, and currency exchange rates.
   The Fund may invest in foreign securities that are primarily listed on
   foreign exchanges that trade on weekends and other days when the Fund does
   not price its shares. As a result, the value of the Fund's portfolio
   securities may change on days when the price of the Fund's shares is not
   calculated. The price of the Fund's shares will reflect any such changes
   when the price of the Fund's shares is next calculated, which is the next
   day the Exchange is open. The Fund may use fair value pricing more
   frequently for securities primarily traded in non-U.S. markets because,
   among other things, most foreign markets close well before the Fund values
   its securities. The earlier close of these foreign markets gives rise to
   the possibility that significant events, including broad market moves, may
   have occurred in the interim. The Fund's investments may be priced based on
   fair values provided by a third party fair valuation vendor, based on
   certain factors and methodologies applied by such vendor, in the event that
   there is movement in the U.S. market that exceeds a specific threshold
   established by the Schroders' Fair Value Committee in consultation with the
   Board of Trustees, pursuant to guidelines established by the Board of
   Trustees, and under the ultimate supervision of the Board of Trustees.
   Short-term investments that will mature within 60 days are valued by
   Schroders using amortized cost pursuant to procedures adopted by the Board
   of Trustees. The net asset value of the Fund's Investor Shares may differ
   from that of its Advisor Shares due to differences in the expenses of
   Investor Shares and Advisor Shares.


                                     - 18 -



--------------------------------------------------------------------------------
HOW TO BUY SHARES

   You may purchase Advisor Shares of the Fund directly from the Trust
   (through Schroder Fund Advisors Inc., the distributor of the Trust's
   shares) or through the Fund's transfer agent, Boston Financial Data
   Services, Inc. ("BFDS"), or through a service organization such as a bank,
   trust company, broker-dealer, or other financial organization (a "Service
   Organization") having an arrangement with Schroder Fund Advisors Inc. If
   you do not have a Service Organization, Schroder Fund Advisors Inc. can
   provide you with a list of available firms. Your Service Organization is
   responsible for forwarding all of the necessary documentation to the Trust,
   and may charge you separately for its services.

   The purchase, redemption and exchange policies and fees charged by such
   Service Organizations may be different than those of the Fund. For
   instance, banks, brokers, retirement plans and financial advisers may
   charge transaction fees in addition to any fees charged by the Fund, and
   may set different minimums or limitations on buying, exchanging, or
   redeeming Advisor Shares. Please consult a representative of your Service
   Organization for further information.

   If the Advisor Shares you purchase will be held in your own name (rather
   than the name of your Service Organization), your payment for the shares
   must be accompanied by a completed Account Application and payment by check
   or wire as described below. Account Applications for Advisor Shares may be
   obtained from BFDS at the address provided below under "Purchases by
   Check," from your Service Organization, or by calling the Schroder Mutual
   Funds at (800) 464-3108 (from outside the United States, please call (617)
   483-5000 and ask to speak with a Schroder Mutual Funds representative).
   Acceptance of your order will 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.

   The Fund sells its Advisor Shares at their net asset value next determined
   after the Fund, its transfer agent, BFDS, or another authorized broker or
   financial institution (as described below) receives your request in good
   order (meaning that the request meets the requirements set out below and in
   the Account Application, and otherwise meets the requirements implemented
   from time to time by the Fund's transfer agent or the Fund). In order for
   you to receive the Fund's next determined net asset value, the Fund, BFDS,
   the Service Organization, or the authorized broker or financial institution
   must receive your order before the close of trading on the Exchange
   (normally 4:00 p.m., Eastern Time). The Trust reserves the right to reject
   any order to purchase Advisor Shares of the Fund. The Trust generally
   expects to inform any persons that their purchase has been rejected within
   24 hours.

   Certain brokers or other financial institutions may accept purchase orders
   for Advisor Shares on behalf of the Fund. Such brokers or financial
   institutions may designate other intermediaries to accept purchase orders
   on behalf of the Fund. For purposes of pricing, the Fund will be deemed to
   have received a purchase order when an authorized broker or financial
   institution or, if applicable, a broker or financial institution's
   authorized designee, receives the order. Agreements between such brokers or
   financial institutions and Schroder Fund Advisors Inc., the Trust's
   distributor, provide that these orders will be priced at the Fund's net
   asset value next determined after they are received by the broker or
   financial institution or authorized designee. Orders received in good order
   prior to the close of the Exchange on any day the Exchange is open for
   trading will receive the net asset value next determined as of the end of
   that day. Orders received after that time will receive the next day's net
   asset value.


                                     - 19 -



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





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

   REGULAR ACCOUNTS                    $2,500                  $1,000
                                       ------                  ------
   TRADITIONAL AND ROTH IRAS           $2,500                  $1,000
                                       ------                  ------


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


   Advisor Shares of the Fund are intended for purchase by investors making a
   minimum initial investment of $2,500 through a regular account or a
   traditional or Roth IRA account and purchasing through an investment
   intermediary. Investor Shares of the Fund are offered through another
   prospectus and are intended for investors making a minimum initial
   investment of $250,000 and purchasing directly from the Fund.


     The Fund does not issue share certificates.


   The Trust may suspend the offering of Advisor Shares of the Fund for any
   period of time. The Trust may change any investment minimum from time to
   time.


   Purchases by check. You may purchase Advisor Shares of the Fund by mailing
   a check (in U.S. dollars) payable to the Fund. If you wish to purchase
   Advisor Shares of two or more Funds, make your check payable to Schroder
   Mutual Funds and include written instructions as to how the amount of your
   check should be allocated among the Funds whose shares you are purchasing.
   Schroder Mutual Funds will not accept third-party checks or starter checks.
   You should direct your check and your completed Account Application as
   follows:




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


     For initial purchases, a completed Account Application must accompany your
check.


   Purchases by bank wire. If you make your initial investment by wire, a
   completed Account Application must precede your order. Upon receipt of the
   Application, BFDS will assign you an account number. BFDS will process wire
   orders received prior to the close of trading on the Exchange (normally
   4:00 p.m., Eastern Time) on each day the Exchange is open for trading at
   the net asset value next determined as of the end of that day. BFDS will
   process wire orders received after that time at the net asset value next
   determined thereafter.


   Once you have an account number, you may purchase Advisor Shares through
   your Service Organization or directly from the Fund by calling BFDS at
   (800) 464-3108 to give notice that you will send funds by wire, and obtain
   a wire reference number. (From outside


                                     - 20 -



   the United States, please call (617) 483-5000 and ask to speak with a
   Schroder Mutual Funds representative.) Please be sure to 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, Massachusetts 02110
      ABA No.: 011000028
      Attn: Schroder Mutual Funds
      DDA No.: 9904-650-0
      FBO: Account Registration
      A/C: Mutual Fund Account Number
           Name of Fund

     BFDS will not process your purchase until it receives the wired funds.

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

   Purchases in kind. Investors may purchase Advisor Shares of the Fund for
   cash or in exchange for securities, subject to the determination by
   Schroders in its discretion that the securities are acceptable. (For
   purposes of determining whether securities will be acceptable, Schroders
   will consider, among other things, whether they are liquid securities of a
   type consistent with the investment objective and policies of the Fund and
   have a readily ascertainable value.) If the Fund receives securities from
   an investor in exchange for Advisor Shares of the Fund, the Fund will under
   some circumstances have the same tax basis in the securities as the
   investor had prior to the exchange (and the Fund's gain for tax purposes
   would be calculated with regard to the investor's tax basis), and in such
   cases the Fund's holding period in those securities would include the
   investor's holding period. Any gain on the sale of securities received in
   exchange for Advisor Shares of the Fund would be subject to distribution as
   capital gain to all of the Fund's shareholders. (In some circumstances,
   receipt of securities from an investor in exchange for Advisor Shares of
   the Fund may be a taxable transaction to the investor, in which case the
   Fund's tax basis in the securities would reflect the fair market value of
   the securities on the date of the exchange, and its holding period in the
   securities would begin on that date.) The Fund values securities accepted
   by Schroders in the same manner as are the Fund's portfolio securities as
   of the time of the next determination of the Fund's net asset value.
   Although the Fund seeks to determine the fair value of securities
   contributed to the Fund, any valuation that does not reflect fair value may
   dilute the interests of the purchasing shareholder or the other
   shareholders of the Fund. All rights reflected in the market price of
   accepted securities at the time of valuation become the property of the
   Fund and must be delivered to the Fund upon receipt by the investor.
   Investors may realize a taxable gain or loss upon the exchange. Investors
   interested in purchases through exchange should telephone Schroders at
   (800) 464-3108, their Schroders client representative, or other financial
   intermediary.

   Certain payments by Schroders or its affiliates. Schroder Fund Advisors
   Inc., Schroders, or their affiliates may, at their own expense and out of
   their own assets, provide


                                     - 21 -



   compensation to financial intermediaries in connection with sales of Fund
   shares or shareholder servicing. In some instances, they may make this
   compensation available only to certain intermediaries who have sold or are
   expected to sell significant amounts of shares of the Fund. 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 BFDS determines the shareholder's new address, BFDS will reinvest
   dividends and other distributions returned to it in the Fund, and if the
   correspondence included checks, the checks will be canceled and
   re-deposited to the shareholder's account at then-current net asset value.


                                     - 22 -



--------------------------------------------------------------------------------
HOW TO SELL SHARES


   When you may redeem. You may sell your Advisor Shares back to the Fund on
   any day the Exchange is open either through your Service Organization or
   directly to the Fund. If your shares are held in the name of a Service
   Organization, you may only sell the shares through that Service
   Organization. The Service Organization may charge you a fee for its
   services. If you choose to sell your shares directly to the Fund, you may
   do so by sending a letter of instruction or stock power form to Schroder
   Mutual Funds, or by calling BFDS at (800) 464-3108. Redemption requests
   received in good order by Schroder Mutual Funds, BFDS, your Service
   Organization or another authorized broker or financial institution (as
   described below) prior to the close of the Exchange on any day the Exchange
   is open for trading will be priced at the net asset value next determined
   as of the end of that day. Orders received after that time will receive the
   next day's net asset value. 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. A bank, broker-dealer, or certain other financial
   institutions must guarantee the signature(s) of all account holders for any
   redemption request in excess of $50,000, or for any amount being sent to an
   address or bank account that is not registered on the account. The Stamp
   2000 Medallion Guarantee is the only acceptable form of guarantee. An
   investor can obtain this signature guarantee from a commercial bank,
   savings bank, credit union, or broker-dealer that participates in one of
   the Medallion signature guarantee programs. You may redeem your shares by
   telephone only if you elected the telephone redemption privilege option on
   your Account Application or otherwise in writing. Telephone redemption
   proceeds will be sent only to you at an address on record with the Fund for
   at least 30 days. Unless otherwise agreed, you may only exercise the
   telephone redemption privilege to redeem shares worth not more than
   $50,000. The Trust may require additional documentation from shareholders
   that are corporations, partnerships, agents, fiduciaries, surviving joint
   owners, those acting through powers of attorney, or similar delegation.

   If you redeem shares through your Service Organization, your Service
   Organization is responsible for ensuring that the Transfer Agent receives
   your redemption request in proper form. If your Service Organization
   receives Federal Reserve wires, you may instruct that your redemption
   proceeds be forwarded by wire to your account with your Service
   Organization; you may also instruct that your redemption proceeds be
   forwarded to you by a wire transfer. Please indicate your Service
   Organization's or your own complete wiring instructions. Your Service
   Organization may charge you separately for this service.

   Certain brokers or other financial institutions may accept redemption
   orders for Advisor Shares on behalf of the Fund. Such brokers or financial
   institutions may designate other intermediaries to accept redemption orders
   on behalf of the Fund. For purposes of pricing, the Fund will be deemed to
   have received a redemption order when an authorized broker or financial
   institution or, if applicable, a broker or financial institution's
   authorized designee, receives the order. Agreements between such brokers or
   financial institutions and Schroder Fund Advisors Inc., the Trust's
   distributor, provide that these orders will be priced at the Fund's net
   asset value next determined after they are received by the broker or
   financial institution or authorized designee. Orders received in good order
   prior to the close of the Exchange on any day the Exchange is open for
   trading will receive the net asset value next determined as of the end of
   that day. Orders received after that time will receive the next day's net
   asset value.


                                     - 23 -



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

   Brokers or other agents may charge investors a fee for effecting
   transactions in shares of a Fund, in addition to any fees the Fund charges.


   Involuntary redemptions. If, because of your redemptions, your account
   balance for the Fund falls below a minimum amount set by the Trustees
   (presently $2,000), the Trust may choose to redeem your Advisor Shares in
   the Fund and pay you for them. You will receive at least 30 days' written
   notice before the Trust redeems your Advisor Shares, and you may purchase
   additional Advisor Shares at any time to avoid a redemption. The Trust may
   also redeem Advisor Shares if you own shares of the Fund above a maximum
   amount set by the Trustees. There is currently no maximum, but the Trustees
   may establish one at any time, which could apply to both present and future
   shareholders.

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

   Redemptions in kind. The Trust does not expect to redeem Advisor Shares in
   kind under normal circumstances. If the Trust redeems your Advisor Shares
   in kind, you should expect to incur brokerage expenses and other
   transaction costs upon the disposition of the securities you receive from
   the Fund. In addition, the price of those securities may change between the
   time when you receive the securities and the time when you are able to
   dispose of them. The Trust may pay redemption proceeds in any amount with
   respect to the Fund in whole or in part by a distribution in kind of
   securities held by the Fund in lieu of cash.

   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 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. For more details, please contact BFDS at (800) 464-3108, your
   Schroders client representative or your financial intermediary. The Trust
   may require corporations, fiduciaries, and other types of shareholders to
   supply additional documents which support their authority to effect a
   redemption. In an effort to prevent unauthorized or fraudulent redemption
   requests by telephone, BFDS will follow reasonable procedures to confirm
   that telephone instructions are genuine. BFDS and the 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. The Fund imposes a 2.00% redemption fee on shares redeemed
   (including in connection with an exchange) two months or less from their
   date of purchase. The fee is not a sales charge (load); it is paid directly
   to the Fund. The purpose of the


                                     - 24 -



   redemption fee is principally to discourage market timing, and also to help
   defray costs incurred by the Fund in connection with short-term trading by
   investors in its shares.


   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 not assessed on shares acquired
   through the reinvestment of dividends or distributions paid by the Fund, or
   shares redeemed through designated systematic withdrawal plans. The
   redemption fee does apply to IRAs, and may also apply to shares held in
   employer- sponsored retirement accounts (such as 401(k), 403(b), Keogh,
   profit sharing, SIMPLE IRA, SEP-IRA and money purchase pension accounts)
   and shares in retirement plans held in broker omnibus accounts.


   For purposes of computing the redemption fee, redemptions by a shareholder
   to which the fee applies will be deemed to have been made on a
   first-purchased, first-redeemed basis.


                                     - 25 -



--------------------------------------------------------------------------------
EXCHANGES


   You can exchange your Advisor Shares of the Fund for Advisor Shares of
   other funds in the Schroder family of funds at any time at their respective
   net asset values. An exchange of shares of the Fund may be subject to a
   redemption fee of 2.00% as described above under "Redemption Fee" (such
   that the exchange would be made at net asset value minus any redemption
   fee). The Trust would treat the exchange as a sale of your Advisor Shares,
   and any gain on the exchange will generally be subject to tax. For a
   listing of the Schroder funds available for exchange and to exchange
   Advisor Shares, please call (800) 464-3108. (From outside the United
   States, please call (617) 483-5000 and ask to speak with a representative
   of the Schroder Mutual Funds.) In order to exchange shares by telephone,
   you must complete the appropriate section of the Account Application. The
   Trust and Schroders reserve the right to change or suspend the exchange
   privilege at any time. Schroders would notify shareholders of any such
   change or suspension.


                                     - 26 -



--------------------------------------------------------------------------------
ADDITIONAL INFORMATION ABOUT ADVISOR SHARES; DISTRIBUTION PLAN

   The Trust sells Advisor Shares of the Fund 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 also receive the full value of your
   Advisor Shares when you sell them back to the Fund, without any deferred
   sales charge.


   Distribution plans. The Fund has adopted a Distribution Plan pursuant to
   Rule 12b-1 under the Investment Company Act of 1940, as amended, that
   allows the Fund to pay distribution and other fees with respect to its
   Advisor Shares. Under the Distribution Plan, the Fund may make payments at
   an annual rate of up to 0.25% of the average daily net assets attributable
   to its Advisor Shares to compensate the distributor for distribution
   services and certain shareholder services with respect to the Fund's
   Advisor Shares.


   Because the fees are paid out of the Fund's assets on an ongoing basis,
   over time these fees will increase the cost of an investment in Advisor
   Shares of the Fund and may cost you more than paying other types of sales
   charges.


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


                                     - 27 -



--------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS


   The Fund declares dividends from net investment income and distributes
   these dividends quarterly. The Fund distributes any net realized capital
   gain at least annually. The Fund makes distributions from net capital gain
   after applying any available capital loss carryovers.


     YOU CAN CHOOSE FROM FOUR DISTRIBUTION OPTIONS:


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


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


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


   --  Receive all distributions in cash.


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



                                     - 28 -



--------------------------------------------------------------------------------
FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES


   Excessive trading can hurt Fund performance, operations, and shareholders.
   The Board of Trustees of the Trust has adopted policies and procedures with
   respect to frequent purchases and redemptions of Fund shares by Fund
   shareholders. The Fund discourages, and does not accommodate, frequent
   purchases and redemption of the Fund's shares to the extent Schroders
   believes that such trading is harmful to the Fund's shareholders, although
   the Fund will not necessarily prevent all frequent trading in its shares.
   The Fund reserves the right, in its discretion, to reject any purchase, in
   whole or in part (including, without limitation, purchases by persons whose
   trading activity Schroders believes could be harmful to the Fund). The
   Trust or Schroders may also limit the amount or number of exchanges or
   reject any purchase by exchange if the Trust or Schroders believes that the
   investor in question is engaged in "market timing activities" or similar
   activities that may be harmful to the Fund or its shareholders, although
   the Trust and Schroders have not established any maximum amount or number
   of such exchanges that may occur in any period. The Trust generally expects
   to inform any persons that their purchase has been rejected within 24
   hours. In addition, the Board of Trustees of the Trust has established a
   2.00% redemption fee for shares of the Fund held for two months or less
   from their date of purchase. See "How to Sell Shares -- Redemption Fee" for
   further information. The ability of Schroders to monitor trades that are
   placed through omnibus or other nominee accounts is limited in those
   instances in which the broker, retirement plan administrator, or fee-based
   program sponsor does not provide complete information to Schroders
   regarding underlying beneficial owners of Fund shares. The Trust or its
   distributor may enter into written agreements with financial intermediaries
   who hold omnibus accounts that require the intermediaries to provide
   certain information to the Trust regarding shareholders who hold shares
   through such accounts and to restrict or prohibit trading in Fund shares by
   shareholders identified by the Trust as having engaged in trades that
   violate the Trust's "market timing" policies. The Trust or Schroders may
   take any steps they consider appropriate in respect of frequent trading in
   omnibus accounts, including seeking additional information from the holder
   of the omnibus account or potentially closing the omnibus account (although
   there can be no assurance that the Trust or Schroders would do so). Please
   see the SAI for additional information on frequent purchases and
   redemptions of Fund shares. There can be no assurance that the Fund or
   Schroders will identify all harmful purchase or redemption activity, or
   market timing or similar activities, affecting the Fund, or that the Fund
   or Schroders will be successful in limiting or eliminating such activities.



                                     - 29 -



--------------------------------------------------------------------------------
PAYMENT OF FEES


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


                                     - 30 -



--------------------------------------------------------------------------------
TAXES

   TAXES ON DIVIDENDS AND DISTRIBUTIONS. For federal income tax purposes,
   distributions of investment income are taxed as ordinary income. Taxes on
   distributions of capital gains are determined by how long the Fund owned
   the investments that generated the gains, rather than how long you have
   owned your shares. Distributions of net capital gains from the sale of
   investments that the Fund has held for more than one year and that are
   properly designated by the Fund as capital gain dividends will be taxable
   as long-term capital gains. Distributions of gains from the sale of
   investments that the Fund owned for one year or less and gains on the sale
   of bonds characterized as a market discount sale will be taxable as
   ordinary income. For taxable years beginning before January 1, 2011,
   distributions of investment income designated by the Fund as derived from
   "qualified dividend income" will be taxed in the hands of individuals at
   rates applicable to long-term capital gains, provided holding period and
   other requirements are met at both the shareholder and Fund level. The Fund
   does not expect a significant portion of its distributions to be derived
   from qualified dividend income.

   Distributions are taxable to shareholders even if they are paid from income
   or gains earned by the Fund before a shareholder's investment (and thus
   were included in the price the shareholder paid). Distributions are taxable
   whether shareholders receive them in cash or reinvest them in additional
   shares.

   Distributions by the Fund to retirement plans that qualify for tax-exempt
   treatment under federal income tax laws will not be taxable. Special tax
   rules apply to investments through such plans. You should consult your tax
   advisor to determine the suitability of the Fund as an investment through
   such a plan and the tax treatment of distributions (including distributions
   of amounts attributable to an investment in the Fund) from such a plan.

   The Fund's investment in certain debt obligations may cause the Fund to
   recognize taxable income in excess of the cash generated by such
   obligations. Thus, the Fund could be required at times to liquidate other
   investments in order to satisfy its distribution requirements.

   In general, dividends (other than capital gain dividends) paid to a
   shareholder that is not a "U.S. person" within the meaning of the Internal
   Revenue Code (a "foreign person"), are subject to withholding of U.S.
   federal income tax at a rate of 30% (or lower applicable treaty rate).
   However, under the American Jobs Creation Act of 2004, effective for
   taxable years of the Fund beginning after December 31, 2004 and before
   January 1, 2008, the Fund generally will not be required to withhold any
   amounts with respect to distributions of (i) U.S. source interest income
   that would not be subject to U.S. federal income tax if earned directly by
   an individual foreign person, and (ii) net short-term capital gains in
   excess of net long-term capital losses, in each case to the extent such
   distributions are properly designated by the Fund.

   Long-term capital gain rates applicable to individuals have been
   temporarily reduced -- in general, to 15% with lower rates applying to
   taxpayers in the 10% and 15% rate brackets -- for taxable years beginning
   before January 1, 2011.

   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 Fund 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. The Fund's investments in foreign securities may be subject
   to foreign withholding or other taxes. In that case, the Fund's return on
   those securities would be


                                     - 31 -



   decreased. Shareholders of Schroders funds that invest more than 50% of
   their assets in foreign securities may be entitled to claim a credit or
   deduction with respect to foreign taxes. Shareholders of other Schroders
   funds generally will not be entitled to claim a credit or deduction with
   respect to foreign taxes. In addition, investments in foreign securities
   may increase or accelerate the Fund's recognition of ordinary income and
   may affect the timing or amount of the Fund's distributions.


   DERIVATIVES. The Fund's use of derivatives may affect the amount, timing,
   and character of distributions to shareholders and, therefore, may increase
   the amount of taxes payable by shareholders.


   CONSULT YOUR TAX ADVISOR ABOUT OTHER POSSIBLE TAX CONSEQUENCES. This is a
   summary of certain U.S. federal income tax consequences of investing in the
   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.


                                     - 32 -



--------------------------------------------------------------------------------
DISCLOSURES OF FUND PORTFOLIO INFORMATION


   Please see the Fund's SAI for a description of the Fund's policies and
   procedures regarding the persons to whom the Fund or Schroders may disclose
   the Fund's portfolio securities positions, and under which circumstances.


                                     - 33 -



--------------------------------------------------------------------------------
USA PATRIOT ACT


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


                                     - 34 -



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


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


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


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


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


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


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


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

 

SCHRODER SERIES TRUST
Schroder Strategic Bond Fund


The Fund has an SAI which includes additional information about the Fund. The
SAI is incorporated by reference into this Prospectus, which means it is part
of this Prospectus for legal purposes. You may get free copies of the SAI,
request other information about the Fund, or make shareholder inquiries by
calling (800) 464-3108. From outside the United States, please call (617)
483-5000 and ask to speak with a representative of the Schroder Mutual Funds.
The Fund's SAI is also available on the following website:
WWW.SCHRODERFUNDS.COM.


You may review and copy information about the Fund, including its SAI, at the
Securities and Exchange Commission's public reference room in Washington, D.C.
You may call the SEC 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 Fund on the SEC 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 the Trust's file number under the Investment Company Act, which is:
Schroder Series Trust: 811-7840.


SCHRODER SERIES TRUST
875 Third Avenue
New York, New York 10022
(800) 464-3108


File No. 811-7840 -- Schroder Series Trust





                                         Filed pursuant to Rule 497(c) under the
                                              Securities Act of 1933, as amended
                                                 Registration File No.: 33-65632



                              SCHRODER SERIES TRUST

                          Schroder Strategic Bond Fund

                                    FORM N-1A
                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION

                                  JUNE 30, 2006

     This Statement of Additional Information ("SAI") is not a prospectus and is
only authorized for distribution when accompanied or preceded by a Prospectus
for Schroder Strategic Bond Fund (the "Fund"), as amended or supplemented from
time to time. This SAI relates to the Fund's Investor Shares and Advisor Shares.
Investor Shares and Advisor Shares of the Fund are offered through separate
Prospectuses each dated June 30, 2006 (each, a "Prospectus," and together, the
"Prospectuses"), 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
Prospectuses. Investors may obtain free copies of the Prospectuses by calling
the Trust at 800-464-3108. From outside the United States, please call (617)
483-5000 and ask to speak with a Schroder Mutual Funds representative. The Fund
is a series of Schroder Series Trust.



TABLE OF CONTENTS

STATEMENT OF ADDITIONAL INFORMATION ......................................     1
TRUST HISTORY ............................................................     1
FUND CLASSIFICATION ......................................................     1
CAPITALIZATION AND SHARE CLASSES .........................................     1
ADDITIONAL INFORMATION CONCERNING THE FUND'S PRINCIPAL INVESTMENT
   STRATEGIES ............................................................     2
NON-PRINCIPAL INVESTMENTS, INVESTMENT PRACTICES AND RISKS ................    20
INVESTMENT RESTRICTIONS ..................................................    25
DISCLOSURE OF PORTFOLIO HOLDINGS .........................................    27
MANAGEMENT OF THE TRUST ..................................................    29
SCHRODERS AND ITS AFFILIATES .............................................    36
PORTFOLIO MANAGERS .......................................................    37
PERFORMANCE INFORMATION OF CERTAIN OTHER ACCOUNTS MANAGED BY SCHRODERS ...    38
MANAGEMENT CONTRACT ......................................................    40
ADMINISTRATIVE SERVICES ..................................................    43
DISTRIBUTOR ..............................................................    43
BROKERAGE ALLOCATION AND OTHER PRACTICES .................................    44
DETERMINATION OF NET ASSET VALUE .........................................    45
REDEMPTION OF SHARES .....................................................    47
ARRANGEMENTS PERMITTING FREQUENT PURCHASES AND REDEMPTIONS OF FUND
   SHARES ................................................................    47
TAXES ....................................................................    47
PRINCIPAL HOLDERS OF SECURITIES ..........................................    52
CUSTODIAN ................................................................    52
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT .............................    52
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ............................    52
CODE OF ETHICS ...........................................................    53
PROXY VOTING POLICIES AND PROCEDURES .....................................    53
LEGAL COUNSEL ............................................................    53
SHAREHOLDER LIABILITY ....................................................    53
FINANCIAL STATEMENTS .....................................................    53
APPENDIX A ...............................................................   A-1
APPENDIX B ...............................................................   B-1



                       STATEMENT OF ADDITIONAL INFORMATION

TRUST HISTORY

     Schroder Series Trust (the "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 (as amended, the "Declaration of
Trust"), which is governed by Massachusetts law, is on file with the Secretary
of State of The Commonwealth of Massachusetts. Schroder Strategic Bond Fund (the
"Fund") is a series of the Trust. The Trust currently also comprises six other
series, Schroder Emerging Market Equity Fund, Schroder U.S. Small and Mid Cap
Opportunities Fund, Schroder Enhanced Income Fund, Schroder Total Return Fixed
Income Fund, Schroder Municipal Bond Fund, and Schroder Short-Term Municipal
Bond Fund. Schroder Investment Management North America Inc. ("Schroders")
serves as investment manager to the Fund. Schroder Investment Management North
America Limited ("SIMNA Ltd.") serves as investment sub-adviser to the Fund.

FUND CLASSIFICATION

     The Fund is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "Investment Company Act"). The
Fund is a "non-diversified" investment company under the Investment Company Act,
and therefore, may invest its assets in a more limited number of issuers than
may diversified investment companies. To the extent the 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. The shares of the Fund described in this Statement of
Additional Information ("SAI") are currently divided into two classes, Investor
Shares and Advisor Shares. Each class of shares is offered through a separate
Prospectus. Unlike Investor Shares, Advisor Shares are currently subject to
distribution fees, so that the performance of the Fund's Investor Shares will
normally be more favorable than that of the Fund's Advisor Shares over the same
time period. Generally, expenses and liabilities particular to a class of the
Fund, such as distribution fees applicable only to Advisor Shares, are allocated
only to that class. Expenses and liabilities not related to a particular class
are allocated in relation to the respective net asset value of each class, or on
such other basis as the Trustees may in their discretion consider fair and
equitable to each class. The 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 a 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


                                       -1-



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

ADDITIONAL INFORMATION CONCERNING THE FUND'S PRINCIPAL INVESTMENT STRATEGIES

     The following discussion provides additional information concerning the
Fund's principal investment strategies and the principal risks of the Fund
described in the Prospectuses.

     FIXED INCOME SECURITIES. In periods of declining interest rates, the yield
(income from portfolio investments) of the Fund may tend to be higher than
prevailing market rates, and in periods of rising interest rates, the yield of
the Fund may tend to be lower. In addition, when interest rates are falling, the
inflow of net new money to the Fund will likely be invested in portfolio
instruments producing lower yields than the balance of the Fund's portfolio,
thereby reducing the yield of the Fund. In periods of rising interest rates, the
opposite can be true. The net asset value of the Fund investing in fixed income
securities can generally be expected to change as general levels of interest
rates fluctuate. The values of fixed income securities in the Fund's portfolio
generally vary inversely with changes in interest rates. Prices of fixed income
securities with longer effective maturities are more sensitive to interest rate
changes than those with shorter effective maturities.

     LOWER-RATED SECURITIES. The Fund may invest in lower-rated fixed-income
securities (commonly known as "junk bonds"). The Fund may invest in securities
that are in default, and which offer little or no prospect for the payment of
the full amount of unpaid principal and interest. The lower ratings of certain
securities held by the Fund reflect a greater possibility that adverse changes
in the financial condition of the issuer or in general economic conditions, or
both, or an unanticipated rise in interest rates, may impair the ability of the
issuer to make payments of interest and principal. The inability (or perceived
inability) of issuers to make timely payment of interest and principal would
likely make the values of securities held by the Fund more volatile and could
limit the Fund's ability to sell its securities at prices approximating the
values the Fund had placed on such securities. In the absence of a liquid
trading market for securities held by it, the Fund at times may be unable to
establish the fair value of such securities.

     Securities ratings are based largely on the issuer's historical financial
condition and the rating agencies' analysis at the time of rating. Consequently,
the rating assigned to any particular security is not necessarily a reflection
of the issuer's current financial condition, which may be better or worse than
the rating would indicate. In addition, the rating assigned to a security by
Moody's Investors Service, Inc. or Standard & Poor's Rating Service (or by any
other nationally recognized securities rating agency) does not reflect an
assessment of the volatility of the security's market value or the liquidity of
an investment in the security.


                                       -2-



     Like those of other fixed-income securities, the values of lower-rated
securities fluctuate in response to changes in interest rates. A decrease in
interest rates will generally result in an increase in the value of the Fund's
assets. Conversely, during periods of rising interest rates, the value of the
Fund's assets will generally decline. The values of lower-rated securities may
often be affected to a greater extent by changes in general economic conditions
and business conditions affecting the issuers of such securities and their
industries. Negative publicity or investor perceptions may also adversely affect
the values of lower-rated securities. Changes by nationally recognized
securities rating agencies in their ratings of any fixed-income security and
changes in the ability of an issuer to make payments of interest and principal
may also affect the value of these investments. Changes in the value of
portfolio securities generally will not affect income derived from these
securities, but will affect the Fund's net asset value. The Fund will not
necessarily dispose of a security when its rating is reduced below its rating at
the time of purchase. However, Schroders will monitor the investment to
determine whether its retention will assist in meeting the Fund's investment
objective.

     Issuers of lower-rated securities are often highly leveraged, so that their
ability to service their debt obligations during an economic downturn or during
sustained periods of rising interest rates may be impaired. Such issuers may not
have more traditional methods of financing available to them and may be unable
to repay outstanding obligations at maturity by refinancing. The risk of loss
due to default in payment of interest or repayment of principal by such issuers
is significantly greater because such securities frequently are unsecured and
subordinated to the prior payment of senior indebtedness.

     At times, a portion of the Fund's assets may be invested in an issue of
which the Fund, by itself or together with other funds and accounts managed by
Schroders or its affiliates, holds all or a major portion. Although Schroders
generally considers such securities to be liquid because of the availability of
an institutional market for such securities, it is possible that, under adverse
market or economic conditions or in the event of adverse changes in the
financial condition of the issuer, the Fund could find it more difficult to sell
these securities when Schroders believes it advisable to do so or may be able to
sell the securities only at prices lower than if they were more widely held.
Under these circumstances, it may also be more difficult to determine the fair
value of such securities for purposes of computing the Fund's net asset value.
In order to enforce its rights in the event of a default, the Fund may be
required to participate in various legal proceedings or take possession of and
manage assets securing the issuer's obligations on such securities. This could
increase the Fund's operating expenses and adversely affect the Fund's net asset
value. In the case of tax-exempt funds, any income derived from the Fund's
ownership or operation of such assets would not be tax-exempt. The ability of a
holder of a tax-exempt security to enforce the terms of that security in a
bankruptcy proceeding may be more limited than would be the case with respect to
securities of private issuers. In addition, the Fund's intention to qualify as a
"regulated investment company" under the Internal Revenue Code may limit the
extent to which the Fund may exercise its rights by taking possession of such
assets.

     Certain securities held by the Fund may permit the issuer at its option to
"call," or redeem, its securities. If an issuer were to redeem securities held
by the Fund during a time of declining interest rates, the Fund may not be able
to reinvest the proceeds in securities providing the same investment return as
the securities redeemed.

     The Fund may invest without limit in so-called "payment-in-kind" bonds.
Payment-in-kind bonds allow the issuer, at its option, to make current interest
payments on the bonds either in cash or in additional bonds. Because
payment-in-kind bonds do not pay current interest in cash, their value is
subject to greater fluctuation in response to changes in market interest rates
than bonds that pay interest


                                       -3-



currently. Payment-in-kind bonds allow an issuer to avoid the need to generate
cash to meet current interest payments. Accordingly, such bonds may involve
greater credit risks than bonds paying interest currently in cash. The Fund is
required to accrue interest income on such investments and to distribute such
amounts at least annually to shareholders even though such bonds do not pay
current interest in cash. Thus, it may be necessary at times for the Fund to
liquidate investments in order to satisfy its dividend requirements.

     To the extent the Fund invests in securities in the lower rating
categories, the achievement of the Fund's goals is more dependent on Schroders'
investment analysis than would be the case if the Fund were investing in
securities in the higher rating categories. This also may be true with respect
to tax-exempt securities, as the amount of information about the financial
condition of an issuer of tax-exempt securities may not be as extensive as that
which is made available by corporations whose securities are publicly traded.

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

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

     FOREIGN INVESTMENTS. The Fund may invest in securities principally traded
in foreign markets. The Fund may also invest in Eurodollar certificates of
deposit and other certificates of deposit issued by United States branches of
foreign banks and foreign branches of United States banks.

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


                                       -4-



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

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

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

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

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


                                       -5-



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

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

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

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

     The precise matching of the amounts of foreign currency exchange
transactions and the value of the portfolio securities involved will not
generally be possible since the future value of such securities in foreign
currencies will change as a consequence of market movements in the values of
those securities between the dates the currency exchange transactions are
entered into and the dates they mature.

     It is impossible to forecast with precision the market value of the Fund's
portfolio securities at the expiration or maturity of a forward or futures
contract. Accordingly, it may be necessary for the Fund to purchase additional
foreign currency on the spot market (and bear the expense of such purchase) if
the market value of the security or securities being hedged is less than the
amount of foreign currency the Fund is obligated to deliver and if a decision is
made to sell the security or securities and make delivery of the foreign
currency. Conversely, it may be necessary to sell on the spot market some of the
foreign currency received upon the sale of the portfolio security or securities
of the Fund if the market value of such security or securities exceeds the
amount of foreign currency the Fund is obligated to deliver.


                                       -6-



     To offset some of the costs to the Fund of hedging against fluctuations in
currency exchange rates, the Fund may write covered call options on those
currencies.

     Transaction and position hedging do not eliminate fluctuations in the
underlying prices of the securities which the Fund owns or intends to purchase
or sell. They simply establish a rate of exchange which one can achieve at some
future point in time. Additionally, although these techniques tend to minimize
the risk of loss due to a decline in the value of the hedged currency, they tend
to limit any potential gain which might result from the increase in the value of
such currency. Also, suitable foreign currency hedging transactions may not be
available in all circumstances and there can be no assurance that the Fund will
utilize hedging transactions at any time or from time to time.

     The Fund may also seek to increase its current return by purchasing and
selling foreign currency on a spot basis, and by purchasing and selling options
on foreign currencies and on foreign currency futures contracts, and by
purchasing and selling foreign currency forward contracts.

     Currency Forward and Futures Contracts. A forward foreign currency exchange
contract involves an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days from the date of the contract
as agreed by the parties, at a price set at the time of the contract. In the
case of a cancelable forward contract, the holder has the unilateral right to
cancel the contract at maturity by paying a specified fee. The contracts are
traded in the interbank market conducted directly between currency traders
(usually large commercial banks) and their customers. A forward contract
generally has no deposit requirement, and no commissions are charged at any
stage for trades. A foreign currency futures contract is a standardized contract
for the future delivery of a specified amount of a foreign currency at a future
date at a price set at the time of the contract. Foreign currency futures
contracts traded in the United States are designed by and traded on exchanges
regulated by the CFTC, such as the New York Mercantile Exchange.

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

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

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


                                       -7-



and, in the event of adverse price movements, the Fund would continue to be
required to make daily cash payments of variation margin on its futures
positions.

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

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

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

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

     CERTAIN DERIVATIVE INSTRUMENTS. Derivative instruments are financial
instruments whose value depends upon, or is derived from, the value of an
underlying asset, such as a security, index or currency. As described below, to
the extent permitted under "Investment Restrictions" below and in the
Prospectuses, the Fund may engage in a variety of transactions involving the use
of derivative instruments, including options and futures contracts on securities
and securities indices, options on futures contracts, and short sales. These
transactions may be used by the Fund for hedging purposes or, to the extent
permitted by applicable law, to increase its current return. Use of derivatives
other than for hedging purposes may be considered speculative, and when the Fund
invests in a derivative instrument it could lose more than the principal amount
invested.

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

     Covered call options. The Fund may write covered call options on its
portfolio securities to realize a greater current return through the receipt of
premiums than it would realize on its securities


                                       -8-



alone. Such option transactions may also be used as a limited form of hedging
against a decline in the price of securities owned by the Fund.

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

     In return for the premium received when it writes a covered call option,
the Fund gives up some or all of the opportunity to profit from an increase in
the market price of the securities covering the call option during the life of
the option. The Fund retains the risk of loss should the price of such
securities decline. If the option expires unexercised, the Fund realizes a gain
equal to the premium, which may be offset by a decline in price of the
underlying security. If the option is exercised, the Fund realizes a gain or
loss equal to the difference between the Fund's cost for the underlying security
and the proceeds of the sale (exercise price minus commissions) plus the amount
of the premium.

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

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

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

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

     Options on foreign securities. The Fund may purchase and sell options on
foreign securities if in Schroders' opinion the investment characteristics of
such options, including the risks of investing in such options, are consistent
with the Fund's investment objectives. It is expected that risks related to such
options will not differ materially from risks related to options on U.S.
securities. However, position limits and other rules of foreign exchanges may
differ from those in the U.S. In addition, options markets


                                       -9-



in some countries, many of which are relatively new, may be less liquid than
comparable markets in the U.S.

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

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

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

     Risks involved in the sale of options. Options transactions involve certain
risks, including the risks that Schroders will not forecast interest rate or
market movements correctly, that the Fund may be unable at times to close out
such positions, or that hedging transactions may not accomplish their purpose
because of imperfect market correlations. The successful use of these strategies
depends on the ability of Schroders to forecast market and interest rate
movements correctly.

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

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

     As described below, the Fund generally expects that its options
transactions will be conducted on recognized exchanges. In certain instances,
however, the Fund may purchase and sell options in the over-the-counter markets.
Options which are not traded on national securities exchanges may be closed


                                      -10-



out only with the other party to the option transaction. For that reason, it may
be more difficult to close out over-the-counter options than exchange-traded
options. Options in the over-the-counter market may also involve the risk that
securities dealers participating in such transactions will be unable to meet
their obligations to the Fund. Furthermore, over-the-counter options are not
subject to the protection afforded purchasers of exchange-traded options by The
Options Clearing Corporation. The Fund will, however, engage in over-the-counter
options transactions only when appropriate exchange-traded options transactions
are unavailable and when, in the opinion of Schroders, the pricing mechanism and
liquidity of the over-the-counter markets are satisfactory and the participants
are responsible parties likely to meet their contractual obligations. The Fund
will treat over-the-counter options (and, in the case of options sold by the
Fund, the underlying securities held by the Fund) as illiquid investments as
required by applicable law.

     Government regulations, particularly the requirements for qualification as
a "regulated investment company" (a "RIC") under the United States Internal
Revenue Code of 1986, may also restrict the Fund's use of options.

     FUTURES CONTRACTS. To the extent permitted under "Investment Restrictions"
below and in the Prospectuses and by applicable law, the Fund may buy and sell
futures contracts, options on futures contracts, and related instruments in
order to hedge against the effects of adverse market changes or to increase
current return. Depending upon the change in the value of the underlying
security or index when the Fund enters into or terminates a futures contract the
Fund may realize a gain or loss.

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

     Futures on Securities and Related Options. A futures contract on a security
is a binding contractual commitment which, if held to maturity, will result in
an obligation to make or accept delivery, during a particular month, of
securities having a standardized face value and rate of return. By purchasing
futures on securities -- assuming a "long" position -- the Fund will legally
obligate itself to accept the future delivery of the underlying security and pay
the agreed price. By selling futures on securities -- assuming a "short"
position -- it will legally obligate itself to make the future delivery of the
security against payment of the agreed price. Open futures positions on
securities will be valued at the most recent settlement price, unless that price
does not, in the judgment of the Fund's Valuation Committee, reflect the fair
value of the contract, in which case the positions will be fair valued by the
Trustees or the Valuation Committee.

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

     Hedging by use of futures on securities seeks to establish more certainty
than would otherwise be possible the effective rate of return on portfolio
securities. The Fund may, for example, take a "short" position in the futures
market by selling contracts for the future delivery of securities held by the
Fund (or


                                      -11-



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

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

     A Fund that invests in fixed income securities may also use futures to
adjust the duration of its fixed income portfolio and otherwise to manage
(increase or decrease) the Fund's exposure to interest rate risk.

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

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

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


                                      -12-



units of a stock index at a specified future date at a price agreed upon when
the contract is made. A unit is the current value of the stock index.

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

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

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

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

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


                                      -13-



amount by which the fixed exercise price of the option exceeds (in the case of a
put) or is less than (in the case of a call) the closing value of the underlying
index on the date of the exercise, multiplied by a fixed "index multiplier."

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

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

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

     Margin Payments. When the Fund purchases or sells a futures contract, it is
required to deposit with a futures commission merchant an amount of cash, U.S.
Treasury bills, or other permissible collateral equal to a small percentage of
the amount of the futures contract. This amount is known as "initial margin."
The nature of initial margin is different from that of margin in security
transactions in that it does not involve borrowing money to finance
transactions. Rather, initial margin is similar to a performance bond or good
faith deposit that is returned to the Fund upon termination of the contract,
assuming the Fund satisfies its contractual obligations.

     Subsequent payments to and from the broker occur on a daily basis in a
process known as "marking to market." These payments are called "variation
margin" and are made as the value of the underlying futures contract fluctuates.
For example, when the Fund sells a futures contract and the price of the
underlying security rises above the delivery price, the Fund's position declines
in value. The Fund then pays the broker a variation margin payment equal to the
difference between the delivery price of the futures contract and the market
price of the securities underlying the futures contract. Conversely, if the
price of the underlying security falls below the delivery price of the contract,
the Fund's futures position increases in value. The broker then must make a
variation margin payment equal to the difference between the delivery price of
the futures contract and the market price of the securities underlying the
futures contract.

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

     SPECIAL RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS

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


                                      -14-



However, in the event financial futures are used to hedge portfolio securities,
such securities will not generally be sold until the financial futures can be
terminated. In such circumstances, an increase in the price of the portfolio
securities, if any, may partially or completely offset losses on the financial
futures.

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

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

     Successful use of futures contracts and options by the Fund for hedging
purposes is also subject to Schroders' ability to predict correctly movements in
the direction of the market. It is possible that, where the Fund has purchased
puts on futures contracts to hedge its portfolio against a decline in the
market, the securities or index on which the puts are purchased may increase in
value and the value of securities held in the portfolio may decline. If this
occurred, the Fund would lose money on the puts and also experience a decline in
value in its portfolio securities. In addition, the prices of futures, for a
number of reasons, may not correlate perfectly with movements in the underlying
securities or index due to certain market distortions. First, all participants
in the futures markets are subject to margin deposit requirements. Such
requirements may cause investors to close futures contracts through offsetting
transactions which could distort the normal relationship between the underlying
security or index and futures markets. Second, the margin requirements in the
futures markets are less onerous than margin requirements in the securities
markets in general, and as a result the futures markets may attract more
speculators than the securities markets do. Increased participation by
speculators in the futures markets may also cause temporary price distortions.
Due to the possibility of price distortion, even a correct forecast of general
market trends by Schroders may still not result in a successful hedging
transaction over a very short time period.

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


                                      -15-



     Other Risks. The Fund will incur brokerage fees in connection with its
futures and options transactions. In addition, while futures contracts and
options on futures may be purchased and sold to reduce certain risks, those
transactions themselves entail certain other risks. Thus, while the Fund may
benefit from the use of futures and related options, unanticipated changes in
interest rates or stock price movements may result in a poorer overall
performance for the Fund than if it had not entered into any futures contracts
or options transactions. Moreover, in the event of an imperfect correlation
between the futures position and the portfolio position which is intended to be
protected, the desired protection may not be obtained and the Fund may be
exposed to risk of loss. The Fund may be required to segregate certain of its
assets on the books of its custodian in respect of derivatives transactions
entered into by the Fund. As an open-end investment company, registered with the
SEC, the Trust is subject to federal securities laws, including the 1940 Act,
related rules and various SEC and SEC Staff positions. In accordance with these
positions, with respect to certain kinds of derivatives, the Trust must "set
aside" (referred to sometimes as "asset segregation") liquid assets, or engage
in other SEC- or Staff-approved measures while the derivatives contracts are
open. For example, with respect to forwards and futures contracts that are not
contractually required to "cash-settle," the Trust must cover its open positions
by setting aside liquid assets equal to the contracts' full, notional value.
With respect to forwards and futures that are contractually required to
"cash-settle," however, the Trust is permitted to set aside liquid assets in an
amount equal to the Trust's daily marked-to-market (net) obligation (i.e. the
Trust's daily net liability, if any) rather than the notional value. By setting
aside assets equal to only its net obligation under cash-settled forward or
futures the Trust will have the ability to employ leverage to a greater extent
than if the Trust were required to segregate assets equal to the full notional
value of such contracts. The use of leverage involves certain risks. The Trust
reserves the right to modify its asset segregation policies in the future to
comply with any changes in the positions articulated from time to time by the
SEC and its Staff.

     SWAP AGREEMENTS. The Fund may enter into swap agreements and other types of
over-the-counter transactions with broker-dealers or other financial
institutions. Depending on their structures, swap agreements may increase or
decrease the Fund's exposure to long- or short-term interest rates (in the United
States or abroad), foreign currency values, mortgage securities, corporate
borrowing rates, or other factors such as security prices or inflation rates.
The values of the Fund's swap positions would increase or decrease depending on
the changes in value of the underlying rates, currency values, or other indices
or measures.

     The Fund may also enter into "credit default" swap transactions. In a
credit default swap, one party pays what is, in effect, an insurance premium
through a stream of payments to another party in exchange for the right to
receive a specified return in a default (or similar events) by a third party on
its obligations. The Fund may pay a premium and, in return, have the right to
put certain bonds or loans to the counterparty upon default by the issuer of
such bonds or loans (or similar events) and to receive in return the par value
of such bonds or loans (or another agreed upon amount). The Fund would generally
enter into this type of transaction to limit or reduce risk with respect to
bonds or loans that it owns in its portfolios or otherwise in connection with
transactions intended to reduce one or more risks in the Fund's portfolio, or
otherwise to increase the Fund's investment return. In addition, the Fund could
also receive the premium referenced above, and be obligated to pay a
counterparty the par value of certain bonds or loans upon a default (or similar
event) by the issuer. The Fund would generally enter into this type of
transaction as a substitute for investment in the securities of the issuer, or
otherwise to increase the Fund's investment return.

     The Fund's ability to realize a profit from such transactions will depend
on the ability of the financial institutions with which they enter into the
transactions to meet their obligations to the Fund.


                                      -16-



Under certain circumstances, suitable transactions may not be available to the
Fund, or the Fund may be unable to close out its position under such
transactions at the same time, or at the same price, as if it had purchased
comparable publicly traded securities. The Fund's ability to engage in certain
swap transactions may be limited by tax considerations.

     HYBRID INSTRUMENTS. These instruments are generally considered derivatives
and include indexed or structured securities, and combine the elements of
futures contracts or options with those of debt, preferred equity or a
depository instrument. A hybrid instrument may be a debt security, preferred
stock, warrant, convertible security, certificate of depositor other evidence of
indebtedness on which a portion of or all interest payments, and/or the
principal or stated amount payable at maturity, redemption or retirement, is
determined by reference to prices, changes in prices, or differences between
prices, of securities, currencies, intangibles, goods, articles or commodities
(collectively, "underlying assets"), or by another objective index, economic
factor or other measure, including interest rates, currency exchange rates, or
commodities or securities indices (collectively, "benchmarks"). Hybrid
instruments may take a number of forms, including, but not limited to, debt
instruments with interest or principal payments or redemption terms determined
by reference to the value of an index at a future time, preferred stock with
dividend rates determined by reference to the value of a currency, or
convertible securities with the conversion terms related to a particular
commodity.

     The risks of investing in hybrid instruments reflect a combination of the
risks of investing in securities, options, futures and currencies. An investment
in a hybrid instrument may entail significant risks that are not associated with
a similar investment in a traditional debt instrument that has a fixed principal
amount, is denominated in U.S. dollars or bears interest either at a fixed rate
or a floating rate determined by reference to a common, nationally published
benchmark. The risks of a particular hybrid instrument will depend upon the
terms of the instrument, but may include the possibility of significant changes
in the benchmark(s) or the prices of the underlying assets to which the
instrument is linked. Such risks generally depend upon factors unrelated to the
operations or credit quality of the issuer of the hybrid instrument, which may
not be foreseen by the purchaser, such as economic and political events, the
supply and demand of the underlying assets and interest rate movements. Hybrid
instruments may be highly volatile and their use by the Fund may not be
successful.

     Hybrid instruments may bear interest or pay preferred dividends at below
market (or even relatively nominal) rates. Alternatively, hybrid instruments may
bear interest at above market rates but bear an increased risk of principal loss
(or gain). The latter scenario may result if "leverage" is used to structure the
hybrid instrument. Leverage risk occurs when the hybrid instrument is structured
so that a given change in a benchmark or underlying asset is multiplied to
produce a greater value change in the hybrid instrument, thereby magnifying the
risk of loss as well as the potential for gain.

     Hybrid instruments can be an efficient means of creating exposure to a
particular market, or segment of a market, with the objective of enhancing total
return. For example, the Fund may wish to take advantage of expected declines in
interest rates in several European countries, but avoid the transaction costs
associated with buying and currency-hedging the foreign bond positions. One
solution would be to purchase a U.S. dollar-denominated hybrid instrument whose
redemption price is linked to the average three year interest rate in a
designated group of countries. The redemption price formula would provide for
payoffs of less than par if rates were above the specified level. Furthermore,
the Fund could limit the downside risk of the security by establishing a minimum
redemption price so that the principal paid at maturity could not be below a
predetermined minimum level if interest rates were to rise significantly. The
purpose of this arrangement, known as a structured security with an embedded put


                                      -17-



option, would be to give the Fund the desired European bond exposure while
avoiding currency risk, limiting downside market risk, and lowering transaction
costs. Of course, there is no guarantee that the strategy will be successful and
the Fund could lose money if, for example, interest rates do not move as
anticipated or credit problems develop with the issuer of the hybrid instrument.

     Hybrid instruments are potentially more volatile and carry greater market
risks than traditional debt instruments. Depending on the structure of the
particular hybrid instrument, changes in a benchmark may be magnified by the
terms of the hybrid instrument and have an even more dramatic and substantial
effect upon the value of the hybrid instrument. Also, the prices of the hybrid
instrument and the benchmark or underlying asset may not move in the same
direction or at the same time.

     Hybrid instruments may also carry liquidity risk since the instruments are
often "customized" to meet the portfolio needs of a particular investor, and
therefore, the number of investors that are willing and able to buy such
instruments in the secondary market may be smaller than that for more
traditional debt securities. Under certain conditions, the redemption value of
such an investment could be zero. In addition, because the purchase and sale of
hybrid investments would likely take place in an over-the-counter market without
the guarantee of a central clearing organization, or in a transaction between
the Fund and the issuer of the hybrid instrument, the creditworthiness of the
counterparty of the issuer of the hybrid instrument would be an additional risk
factor the Fund would have to consider and monitor. Hybrid instruments also may
not be subject to regulation by the Commodities Futures Trading Commission
("CFTC"), which generally regulates the trading of commodity futures by U.S.
persons, the Securities and Exchange Commission (the "Commission"), which
regulates the offer and sale of securities by and to U.S. persons, or any other
governmental regulatory authority.

     MORTGAGE BACKED AND ASSET-BACKED SECURITIES. Mortgage-backed securities,
including collateralized mortgage obligations ("CMOs") and certain stripped
mortgage-backed securities represent a participation in, or are secured by,
mortgage loans. Asset-backed securities are structured like mortgage-backed
securities, but instead of mortgage loans or interests in mortgage loans, the
underlying assets may include such items as motor vehicle installment sales or
installment loan contracts, leases of various types of real and personal
property and receivables from credit card agreements. The ability of an issuer
of asset-backed securities to enforce its security interest in the underlying
assets may be limited.

     Mortgage-backed securities have yield and maturity characteristics
corresponding to the underlying assets. Unlike traditional debt securities,
which may pay a fixed rate of interest until maturity, when the entire principal
amount comes due, payments on certain mortgage-backed securities include both
interest and a partial repayment of principal. Besides the scheduled repayment
of principal, repayments of principal may result from the voluntary prepayment,
refinancing or foreclosure of the underlying mortgage loans. If property owners
make unscheduled prepayments of their mortgage loans, these prepayments will
result in early payment of the applicable mortgage-related securities. In that
event the Fund may be unable to invest the proceeds from the early payment of
the mortgage-related securities in an investment that provides as high a yield
as the mortgage-related securities. Consequently, early payment associated with
mortgage-related securities may cause these securities to experience
significantly greater price and yield volatility than that experienced by
traditional fixed-income securities. The occurrence of mortgage prepayments is
affected by factors including the level of interest rates, general economic
conditions, the location and age of the mortgage and other social and
demographic conditions. During periods of falling interest rates, the rate of
mortgage prepayments tends to increase, thereby tending to decrease the life of
mortgage-related securities. During periods of rising interest rates, the rate
of mortgage prepayments usually decreases, thereby tending to increase the life
of mortgage-


                                      -18-



related securities. If the life of a mortgage-related security is inaccurately
predicted, the Fund may not be able to realize the rate of return the adviser
expected.

     Mortgage-backed and asset-backed securities are less effective than other
types of securities as a means of "locking in" attractive long-term interest
rates. One reason is the need to reinvest prepayments of principal; another is
the possibility of significant unscheduled prepayments resulting from declines
in interest rates. These prepayments would have to be reinvested at lower rates.
As a result, these securities may have less potential for capital appreciation
during periods of declining interest rates than other securities of comparable
maturities, although they may have a similar risk of decline in market value
during periods of rising interest rates. Prepayments may also significantly
shorten the effective maturities of these securities, especially during periods
of declining interest rates. Conversely, during periods of rising interest
rates, a reduction in prepayments may increase the effective maturities of these
securities, subjecting them to a greater risk of decline in market value in
response to rising interest rates than traditional debt securities, and,
therefore, potentially increasing the volatility of the Fund.

     Prepayments may cause losses on securities purchased at a premium. At
times, some mortgage-backed and asset-backed securities will have higher than
market interest rates and therefore will be purchased at a premium above their
par value.

     CMOs may be issued by a U.S. Government agency or instrumentality or by a
private issuer. Although payment of the principal of, and interest on, the
underlying collateral securing privately issued CMOs may be guaranteed by the
U.S. Government or its agencies or instrumentalities, these CMOs represent
obligations solely of the private issuer and are not insured or guaranteed by
the U.S. Government, its agencies or instrumentalities or any other person or
entity.

     Prepayments could cause early retirement of CMOs. CMOs are designed to
reduce the risk of prepayment for investors by issuing multiple classes of
securities, each having different maturities, interest rates and payment
schedules, and with the principal and interest on the underlying mortgages
allocated among the several classes in various ways. Payment of interest or
principal on some classes or series of CMOs may be subject to contingencies or
some classes or series may bear some or all of the risk of default on the
underlying mortgages. CMOs of different classes or series are generally retired
in sequence as the underlying mortgage loans in the mortgage pool are repaid. If
enough mortgages are repaid ahead of schedule, the classes or series of a CMO
with the earliest maturities generally will be retired prior to their
maturities. Thus, the early retirement of particular classes or series of a CMO
would have the same effect as the prepayment of mortgages underlying other
mortgage-backed securities. Conversely, slower than anticipated prepayments can
extend the effective maturities of CMOs, subjecting them to a greater risk of
decline in market value in response to rising interest rates than traditional
debt securities, and, therefore, potentially increasing their volatility.

     Prepayments could result in losses on stripped mortgage-backed securities.
Stripped mortgage-backed securities are usually structured with two classes that
receive different portions of the interest and principal distributions on a pool
of mortgage loans. The yield to maturity on an interest only or "IO" class of
stripped mortgage-backed securities is extremely sensitive not only to changes
in prevailing interest rates but also to the rate of principal payments
(including prepayments) on the underlying assets. A rapid rate of principal
prepayments may have a measurable adverse effect on the Fund's yield to maturity
to the extent it invests in IOs. If the assets underlying the IO experience
greater than anticipated prepayments of principal, the Fund may fail to recoup
fully, or at all, its initial investment in these


                                      -19-



securities. Conversely, principal only securities or "POs" tend to increase in
value if prepayments are greater than anticipated and decline if prepayments are
slower than anticipated.

     The secondary market for stripped mortgage-backed securities may be more
volatile and less liquid than that for other mortgage-backed securities,
potentially limiting the Fund's ability to buy or sell those securities at any
particular time.

NON-PRINCIPAL INVESTMENTS, INVESTMENT PRACTICES AND RISKS

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

     SHORT SALES. The Fund may seek to hedge investments or realize additional
gains through short sales.

     Short sales are transactions in which the 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, the Fund must borrow the security to make delivery
to the buyer. The 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 the Fund. Until the security is replaced, the Fund is required to repay
the lender any dividends or interest that accrue during the period of the loan.
To borrow the security, the 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. The Fund also will incur transaction costs in effecting
short sales.

     The 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. The 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 the Fund may be required to pay in connection
with a short sale. The 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 the 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.

     At any time that the Fund has sold a security short, it will maintain
liquid securities, in a segregated account with its custodian, in an amount
that, when combined with the amount of collateral deposited with the broker in
connection with the short sale, equals the value at the time of the securities
sold short.

     REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements
without limit. A repurchase agreement is a contract under which the Fund
acquires a security for a relatively short period (usually not more than one
week) subject to the obligation of the seller to repurchase and the Fund to
resell such security at a fixed time and price (representing the Fund's cost
plus interest). It is the Fund'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


                                      -20-



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 the Fund which are collateralized
by the securities subject to repurchase. Schroders will monitor such
transactions to ensure that the value of the underlying securities will be at
least equal at all times to the total amount of the repurchase obligation,
including the interest factor. If the seller defaults, the 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, the Fund may incur delay and costs in
selling the underlying security or may suffer a loss of principal and interest
if the Fund is treated as an unsecured creditor and required to return the
underlying collateral to the seller's estate.

     FORWARD COMMITMENTS. The 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 the 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, the Fund may dispose of a commitment
prior to settlement if Schroders deems it appropriate to do so. The Fund may
realize short-term profits or losses upon the sale of forward commitments.

     FLOATING RATE AND VARIABLE RATE DEMAND NOTES. Floating rate and variable
rate demand notes and bonds may have a stated maturity in excess of one year,
but may have features that permit a holder to demand payment of principal plus
accrued interest upon a specified number of days notice. Frequently, such
obligations are secured by letters of credit or other credit support
arrangements provided by banks. The issuer has a corresponding right, after a
given period, to prepay in its discretion the outstanding principal of the
obligation plus accrued interest upon a specific number of days notice to the
holders. The interest rate of a floating rate instrument may be based on a known
lending rate, such as a bank's prime rate, and is reset whenever such rate is
adjusted. The interest rate on a variable rate demand note is reset at specified
intervals at a market rate.

     LOAN PARTICIPATIONS AND OTHER FLOATING RATE LOANS. The Fund may invest in
"loan participations." By purchasing a loan participation, the Fund acquires
some or all of the interest of a bank or other lending institution in a loan to
a particular borrower. Many such loans are secured, and most impose restrictive
covenants which must be met by the borrower. These loans are typically made by a
syndicate of banks, represented by an agent bank which has negotiated and
structured the loan and which is responsible generally for collecting interest,
principal, and other amounts from the borrower on its own behalf and on behalf
of the other lending institutions in the syndicate, and for enforcing its and
their other rights against the borrower. Each of the lending institutions,
including the agent bank, lends to the borrower a portion of the total amount of
the loan, and retains the corresponding interest in the loan.

     The Fund's ability to receive payments of principal and interest and other
amounts in connection with loan participations held by it will depend primarily
on the financial condition of the borrower. The


                                      -21-



failure by the Fund to receive scheduled interest or principal payments on a
loan participation would adversely affect the income of the Fund and would
likely reduce the value of its assets, which would be reflected in a reduction
in the Fund's net asset value. Banks and other lending institutions generally
perform a credit analysis of the borrower before originating a loan or
participating in a lending syndicate. In selecting the loan participations in
which the Fund will invest, however, Schroders will not rely solely on that
credit analysis, but will perform its own investment analysis of the borrowers.
Schroders' analysis may include consideration of the borrower's financial
strength and managerial experience, debt coverage, additional borrowing
requirements or debt maturity schedules, changing financial conditions, and
responsiveness to changes in business conditions and interest rates. Schroders
will be unable to access non-public information to which other investors in
syndicated loans may have access. Because loan participations in which the Fund
may invest are not generally rated by independent credit rating agencies, a
decision by the Fund to invest in a particular loan participation will depend
almost exclusively on Schroders', and the original lending institution's, credit
analysis of the borrower. Investments in loan participations may be of any
quality, including "distressed" loans, and will be subject to the Fund's credit
quality policy.

     Loan participations may be structured in different forms, including
novations, assignments and participating interests. In a novation, the Fund
assumes all of the rights of a lending institution in a loan, including the
right to receive payments of principal and interest and other amounts directly
from the borrower and to enforce its rights as a lender directly against the
borrower. The Fund assumes the position of a co-lender with other syndicate
members. As an alternative, the Fund may purchase an assignment of a portion of
a lender's interest in a loan. In this case, the Fund may be required generally
to rely upon the assigning bank to demand payment and enforce its rights against
the borrower, but would otherwise be entitled to all of such bank's rights in
the loan. The Fund may also purchase a participating interest in a portion of
the rights of a lending institution in a loan. In such case, it will be entitled
to receive payments of principal, interest and premium, if any, but will not
generally be entitled to enforce its rights directly against the agent bank or
the borrower, and must rely for that purpose on the lending institution. The
Fund may also acquire a loan participation directly by acting as a member of the
original lending syndicate.

     The Fund will in many cases be required to rely upon the lending
institution from which it purchases the loan participation to collect and pass
on to the Fund such payments and to enforce the Fund's rights under the loan. As
a result, an insolvency, bankruptcy or reorganization of the lending institution
may delay or prevent the Fund from receiving principal, interest and other
amounts with respect to the underlying loan. When the Fund is required to rely
upon a lending institution to pay to that Fund principal, interest and other
amounts received by it, Schroders will also evaluate the creditworthiness of the
lending institution.

     The borrower of a loan in which the Fund holds a participation interest
may, either at its own election or pursuant to terms of the loan documentation,
prepay amounts of the loan from time to time. There is no assurance that the
Fund will be able to reinvest the proceeds of any loan prepayment at the same
interest rate or on the same terms as those of the original loan participation.

     Corporate loans in which the Fund may purchase a loan participation are
made generally to finance internal growth, mergers, acquisitions, stock
repurchases, leveraged buy-outs and other corporate activities. Under current
market conditions, most of the corporate loan participations purchased by the
Fund will represent interests in loans made to finance highly leveraged
corporate acquisitions, known as "leveraged buy-out" transactions. The highly
leveraged capital structure of the borrowers in such


                                      -22-



transactions may make such loans especially vulnerable to adverse changes in
economic or market conditions. In addition, loan participations generally are
subject to restrictions on transfer, and only limited opportunities may exist to
sell such participations in secondary markets. As a result, the Fund may be
unable to sell loan participations at a time when it may otherwise be desirable
to do so or may be able to sell them only at a price that is less than their
fair market value.

     Certain of the loan participations acquired by the Fund may involve
revolving credit facilities under which a borrower may from time to time borrow
and repay amounts up to the maximum amount of the facility. In such cases, the
Fund would have an obligation to advance its portion of such additional
borrowings upon the terms specified in the loan participation. To the extent
that the Fund is committed to make additional loans under such a participation,
it will at all times hold and maintain in a segregated account liquid assets in
an amount sufficient to meet such commitments. Certain of the loan
participations acquired by the Fund may also involve loans made in foreign
currencies. The Fund's investment in such participations would involve the risks
of currency fluctuations described below with respect to investments in the
foreign securities.

     Notwithstanding its intention generally not to receive material, non-public
information with respect to its management of investments in floating rate
loans, Schroders may from time to time come into possession of material,
non-public information about the issuers of loans that may be held in the Fund's
portfolio. Possession of such information may in some instances occur despite
Schroders' efforts to avoid such possession, but in other instances Schroders
may choose to receive such information (for example, in connection with
participation in a creditors' committee with respect to a financially distressed
issuer). As, and to the extent, required by applicable law, Schroders' ability
to trade in these loans for the account of the Fund could potentially be limited
by its possession of such information. Such limitations on Schroders' ability to
trade could have an adverse effect on the Fund by, for example, preventing the
Fund from selling a loan that is experiencing a material decline in value. In
some instances, these trading restrictions could continue in effect for a
substantial period of time.

     In some instances, other accounts managed by Schroders may hold other
securities issued by borrowers whose floating rate loans may be held in the
Fund's portfolio. These other securities may include, for example, debt
securities that are subordinate to the floating rate loans held in the Fund's
portfolio, convertible debt or common or preferred equity securities. In certain
circumstances, such as if the credit quality of the issuer deteriorates, the
interests of holders of these other securities may conflict with the interests
of the holders of the issuer's floating rate loans. In such cases, Schroders may
owe conflicting fiduciary duties to the Fund and other client accounts.
Schroders will endeavor to carry out its obligations to all of its clients to
the fullest extent possible, recognizing that in some cases certain clients may
achieve a lower economic return, as a result of these conflicting client
interests, than if Schroders' client accounts collectively held only a single
category of the issuer's securities.

     ZERO-COUPON SECURITIES. Zero-coupon securities in which the 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 the Fund, if it invests 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. The Fund is required to distribute the income on
zero-coupon securities as the income accrues, even though the Fund is not
receiving the


                                      -23-



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 U.S. 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 U.S. Treasury securities
through the Federal Reserve book-entry record keeping system. The Federal
Reserve program as established by the U.S. Treasury Department is known as
"STRIPS" or "Separate Trading of Registered Interest and Principal of
Securities." Under the STRIPS program, the Fund will be able to have its
beneficial ownership of U.S. Treasury zero-coupon securities recorded directly
in the book-entry record keeping system in lieu of having to hold certificates
or other evidences of ownership of the underlying U.S. Treasury securities.

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

     WHEN-ISSUED SECURITIES. The 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 the Fund and no interest accrues to the Fund.
To the extent that assets of the Fund are held in cash pending the settlement of
a purchase of securities, the Fund would earn no income. While the Fund may sell
its right to acquire when-issued securities prior to the settlement date, the
Fund intends actually to acquire such securities unless a sale prior to
settlement appears desirable for investment reasons. At the time the 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. The 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.


                                      -24-



     LOANS OF FUND PORTFOLIO SECURITIES. The Fund may lend its portfolio
securities in order to earn additional income, provided: (1) the loan is secured
continuously by collateral consisting of U.S. government securities, cash, or
cash equivalents adjusted daily to have a market value at least equal to the
current market value of the securities loaned; (2) the Fund may at any time call
the loan and regain the securities loaned; (3) the Fund will receive any
interest or dividends paid on the loaned securities; and (4) the aggregate
market value of the Fund's portfolio securities loaned will not at any time
exceed one-third of the total assets of the Fund. While the Fund may loan
portfolio securities with an aggregate market value of up to one-third of the
Fund's total assets at any time, entering into securities loans is not a
principal strategy of the Fund and the risks arising from lending portfolio
securities are not principal risks of investing in the Fund. In addition, it is
anticipated that the Fund may share with the borrower some of the income
received on the collateral for the loan or that it will be paid a premium for
the loan. Before the Fund enters into a loan, Schroders will consider 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, the 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. The Fund will not lend portfolio
securities to borrowers affiliated with the Fund.

     CERTAIN FIXED INCOME SECURITIES. The Fund may purchase fixed income
securities issued by companies of any market capitalization, including small and
micro cap companies. Such investments may involve greater risk than is usually
associated with larger, more established companies.

     TEMPORARY DEFENSIVE STRATEGIES. As described in the Prospectuses, Schroders
may at times judge that conditions in the securities markets make pursuing the
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 the Fund's assets. In
implementing these "defensive" strategies, the Fund would invest in investment
grade debt securities, cash, or money market instruments to any extent Schroders
considers consistent with such defensive strategies. It is impossible to predict
when, or for how long, the Fund will use these alternate strategies. One risk of
taking such temporary defensive positions is that the Fund may not achieve its
investment objective.

INVESTMENT RESTRICTIONS

     As fundamental investment restrictions, which may only be changed with
approval by the holders of a majority of the outstanding voting securities of
the Fund, the Fund may not:

1. issue any class of securities which is senior to the Fund's shares of
beneficial interest, except to the extent the Fund is permitted to borrow money
or otherwise to the extent consistent with applicable law from time to time.

Note: The Investment Company Act currently prohibits an open-end investment
company from issuing any senior securities, except to the extent it is permitted
to borrow money (see Note following restriction 2, below). A class of securities
may be senior to the Fund's shares of beneficial interest if it provides a
preference upon liquidation, preferential dividends, or similar rights.


                                      -25-



2. borrow money, except to the extent permitted by applicable law from time to
time;

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

3. act as underwriter of securities of other issuers except to the extent that,
in connection with the disposition of portfolio securities, it may be deemed to
be an underwriter under certain federal securities laws;

4. purchase any security (other than Government securities, as such term is
defined in the 1940 Act) if as a result 25% or more of the Fund's total assets
(taken at current value) would be invested in a single industry;

5. make loans, except by purchase of debt obligations or other financial
instruments, by entering into repurchase agreements, or through the lending of
its portfolio securities;

6. purchase or sell commodities or commodity contracts, except that the Fund may
purchase or sell financial futures contracts, options on financial futures
contracts, and futures contracts, forward contracts, and options with respect to
foreign currencies, and may enter into swap transactions or other financial
transactions, and except in connection with otherwise permissible options,
futures, and commodity activities as described elsewhere in the Prospectuses or
this SAI from time to time; and

8. purchase or sell real estate or interests in real estate, including real
estate mortgage loans, although the Fund may purchase and sell securities which
are secured by real estate and securities of companies, including limited
partnership interests, that invest or deal in real estate and it may purchase
interests in real estate investment trusts. (For purposes of this restriction,
investments by the Fund in mortgage-backed securities and other securities
representing interests in mortgage pools shall not constitute the purchase or
sale of real estate or interests in real estate or real estate mortgage loans).

----------

     It is contrary to the current policy of the Fund, which policy may be
changed without shareholder approval, 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).

     As a matter of non-fundamental policy, the Fund may not purchase securities
when outstanding borrowings of money exceed 5% of the Fund's total assets.


                                      -26-



     In addition, the Fund may, as a matter of non-fundamental policy, engage in
short sales of securities, although the Fund does not normally invest
substantially in short sales.

     The Fund may, as a non-fundamental policy, pledge up to one-third of its
assets in connection with permissible borrowings by the Fund. In addition, as a
non-fundamental policy, the Fund will not invest in other companies for the
purpose of exercising control of those companies.

     All percentage limitations on investments (except the limitation with
respect to securities that are not readily marketable set forth in the fourth
preceding paragraph) 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 that, if the Fund ceases to
maintain the 300% asset coverage ratio described above in the Note following
restriction 2, it will take steps to restore that asset coverage ratio within
three days thereafter (excluding Sundays and holidays) or such longer period as
may be prescribed by applicable regulations.

     Except for the investment restrictions listed above as fundamental or to
the extent designated as such in the Prospectuses, the other investment policies
described in this SAI or in the Prospectuses are not fundamental and may be
changed by approval of the Trustees.

     The 1940 Act provides that a "vote of a majority of the outstanding voting
securities" of the Fund means the affirmative vote of the lesser of (1) more
than 50% of the outstanding shares of the Fund, or (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.

DISCLOSURE OF PORTFOLIO HOLDINGS

     Through filings made with the SEC on Form N-CSR and Form N-Q, the Fund
makes its full portfolio holdings publicly available to shareholders on a
quarterly basis. The Fund normally makes such filings on or shortly after the
sixtieth day following the end of a fiscal quarter. The Fund delivers its
complete portfolio schedules for the second and fourth fiscal quarters, required
to be filed on Form N-CSR, to shareholders in the Fund's semi-annual and annual
reports. The Fund does not deliver its complete portfolio schedules for the
first and third fiscal quarters, required to be filed on Form N-Q, to
shareholders, but these schedules are available on the SEC website at
www.sec.gov.

     POLICIES AND PROCEDURES. The Schroder Funds have adopted policies and
procedures with respect to disclosure of the Fund's portfolio holdings. These
procedures apply both to arrangements, expected to be in place over a period of
time, to make available information about the securities in the Fund's portfolio
and with respect to disclosure on a one-time, irregular basis. These procedures
provide that neither Schroders nor SIMNA Ltd., as applicable, nor the Fund
receive any compensation in return for the disclosure of information about the
Fund's portfolio securities or for any ongoing arrangements to make available
information about the Fund's portfolio securities. Portfolio holdings may be
disclosed to certain third parties in advance of quarterly filings by the Fund
with the SEC. In each instance of such advance disclosure, a determination will
have been made by Schroders or SIMNA Ltd., as applicable, that such disclosure
is supported by a legitimate business purpose of the relevant Fund and that the
recipients, except as described below, are subject to an independent duty not to
disclose (whether contractually or as a matter of law) or trade on the nonpublic
information. The Fund currently discloses nonpublic portfolio holdings
information only to recipients who have agreed in writing with Schroders, or
SIMNA Ltd., as


                                      -27-



applicable, to keep such information confidential. In some cases these
recipients are subject to a contractual obligation to keep portfolio holdings
information confidential, and in other cases they are subject to a contractual
obligation to keep information disclosed to them by the Fund confidential.
Recipients of nonpublic portfolio holdings information are also subject to legal
requirements prohibiting them from trading on material nonpublic information. In
the future, where Schroders or SIMNA Ltd., as applicable, does not believe that
the risk of disclosure is material, the Fund may disclose information to
recipients who do not have an independent duty not to disclose the nonpublic
information and are not party to a confidentiality agreement. Any inappropriate
use of such information by the recipient could be harmful to the Fund and its
shareholders. The Fund has no ongoing arrangements to make available nonpublic
portfolio holdings information, except as described in the procedures below.
Nonpublic portfolio holdings information is disclosed by the Fund's portfolio
management team, except in cases where the information is disclosed by other
personnel or agents of the Fund, as described below. The following list
describes the circumstances in which the Fund discloses its portfolio holdings
to select third parties:

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

     Schroders. In its capacity as adviser to the Fund, certain Schroders
personnel and personnel of its affiliates, SIMNA Ltd. and Schroder Investment
Management Limited, that deal directly with the processing, settlement, review,
control, auditing, reporting, or valuation of portfolio trades will have full
daily access to Fund portfolio holdings. Employees of SIMNA Ltd. and Schroder
Investment Management Limited with access to portfolio holdings information are
provided with training on the Trust's policies and procedures regarding
disclosure of portfolio holdings information. Training is provided by the
Schroders compliance department in the applicable jurisdiction, after
consultation with Schroders plc's global compliance department located in
London. The Trust's Chief Compliance Officer reports to the Trustees regarding
compliance by such affiliates.

     External Servicing Agents. Appropriate personnel employed by entities that
assist in the review and/or processing of Fund portfolio transactions, which
include fund accounting agents, pricing services, and the custodian have daily
access to all Fund portfolio holdings. Portfolio holdings information is
provided on an ongoing basis to the Fund's administrator SEI Investments Global
Funds Services ("SEI"). PricewaterhouseCoopers LLP, the Fund's independent
registered public accounting firm, receives portfolio holdings information
yearly in connection with the Fund's audit. Schroders utilizes the services of
Institutional Shareholder Services ("ISS") to assist with proxy voting. ISS
receives full Fund portfolio holdings on a monthly basis for the Fund for which
it provides services.

     Ranking/Rating Agencies. Morningstar, Lipper, Thomson and Bloomberg receive
the Fund's full portfolio holdings no earlier than 60 calendar days following
the end of each calendar quarter.

     Certain approved recipients of portfolio holdings information are listed in
the policies and procedures with respect to the disclosure of the Fund's
portfolio holdings approved by the Board of Trustees of the Trust. Any addition
to the list of approved recipients of portfolio holdings information


                                      -28-



included in such procedures (whether on an ongoing or a one-time basis) requires
approval by the President and Chief Compliance Officer of the Fund based on a
review of: (i) the type of Fund involved; (ii) the purpose for receiving the
holdings information; (iii) the intended use of the information; (iv) the
frequency of the information to be provided; (v) the length of the period, if
any, between the date of the information and the date on which the information
will be disclosed; (vi) the proposed recipient's relationship to the Fund; (vii)
the ability of Schroders to monitor that such information will be used by the
proposed recipient in accordance with the stated purpose for the disclosure;
(viii) whether a confidentiality agreement will be in place with such proposed
recipient; and (ix) whether any potential conflicts exist regarding such
disclosure between the interests of the Fund shareholders, on the one hand, and
those of the Fund's investment adviser, principal underwriter, or any affiliated
person of the Fund.

     In general, the Schroder Funds policies and procedures provide that
disclosure by Schroders of information about the holdings of client accounts
other than the Fund's accounts is governed by the policies relating to
protection of client information pursuant to Regulation S-P. Details about the
holdings of any portfolio other than the Fund, however, may provide holdings
information that is substantially identical to holdings of the Fund that have
not yet been publicly released. To the extent that disclosure of non-Fund
portfolios to persons other than those enumerated in the Schroder Funds policies
and procedures would provide information substantially identical to the Fund's
portfolio, that disclosure is subject to the Schroder Funds policies and
procedures.

     Nothing in the Schroder Funds policies and procedures prohibits any
investment group from providing to a research service provider a coverage list
that identifies securities that the investment group follows for research
purposes provided that: (i) the list of securities does not consist exclusively
of the current portfolio holdings of any Fund; and (ii) no information about
actual holdings by any account is included.

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

MANAGEMENT OF THE TRUST

The Trustees of the Trust are responsible for the general oversight of the
Trust's business. Subject to such policies as the Trustees may determine,
Schroders furnishes a continuing investment program for the Fund and makes
investment decisions on their behalf, except that SIMNA Ltd., an affiliate of
Schroders, serves as sub-adviser responsible for portfolio management and the
Fund. Subject to the control of the Trustees, Schroders also manages the Fund's
other affairs and business.

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


                             DISINTERESTED TRUSTEES

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


                                      -29-






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

David N. Dinkins, 78        Trustee           Indefinite      Trustee of the Trust and    9           None
875 Third Avenue, 22nd Fl.                    Since 1994      Schroder Capital Funds
New York, NY 10022                                            (Delaware); Professor,
                                                              Columbia School of
                                                              International
                                                              and Public Affairs.

Peter E. Guernsey, 84       Trustee           Indefinite      Trustee of the Trust and    9           None
875 Third Avenue, 22nd Fl.                    Since 1997      Schroder Capital Funds
New York, NY 10022                                            (Delaware). Retired.
                                                              Formerly, Senior Vice
                                                              President, Marsh &
                                                              McLennan, Inc. (insurance
                                                              services).

John I. Howell, 89          Trustee           Indefinite      Trustee and Lead            10          American Life Assurance Co. of
875 Third Avenue, 22nd Fl.                    Since 1996      Disinterested Trustee of                New York; United States Life
New York, NY 10022                                            the Trust, Schroder                     Insurance Co. of the City of
                                                              Capital Funds (Delaware)                New York; First SunAmerica
                                                              and Schroder Global Series              Life Insurance Co.
                                                              Trust; Private Consultant,
                                                              Indian Rock Corporation
                                                              (individual accounting).

Peter S. Knight, 55         Trustee           Indefinite      Trustee of the Trust,       10          Medicis; PAR Pharmaceuticals;
875 Third Avenue, 22nd Fl.                    Since 1997      Schroder Capital Funds                  and Entremed
New York, NY 10022                                            (Delaware) and Schroder
                                                              Global Series Trust;
                                                              Director, Schroder
                                                              Japanese Long/Short Fund;
                                                              Director, Schroder Credit
                                                              Renaissance Fund, LP;
                                                              Director, Schroder
                                                              Alternative Strategies
                                                              Fund; President,
                                                              Generation Investment
                                                              Management U.S. Formerly,
                                                              Managing Director, MetWest
                                                              Financial (financial
                                                              services); President, Sage
                                                              Venture Partners
                                                              (investing); and Partner,
                                                              Wunder, Knight, Forcsey &
                                                              DeVierno (law firm).

William L. Means, 70        Trustee           Indefinite      Trustee of the Trust         9           None
875 Third Avenue, 22nd Fl.                    Since 1997      and Schroder Capital Funds
New York, NY 10022                                            (Delaware). Retired.





                                      -30-





Clarence F. Michalis, 84    Trustee           Indefinite      Trustee of the Trust,       10          None
875 Third Avenue, 22nd Fl.                    Since 1997      Schroder Capital Funds
New York, NY 10022                                            (Delaware) and Schroder
                                                              Global Series Trust.
                                                              Retired. Formerly,
                                                              Chairman of the Board of
                                                              Directors, Josiah Macy,
                                                              Jr., Foundation.

Hermann C. Schwab, 86       Trustee           Indefinite      Trustee of the Trust and    9           None
875 Third Avenue, 22nd Fl.                    Since 1997      Schroder Capital Funds
New York, NY 10022                                            (Delaware). Retired.
                                                              Formerly, consultant to
                                                              Schroder Capital
                                                              Management International,
                                                              Inc.

James D. Vaughn, 61         Trustee           Indefinite      Trustee and Chairman of     10          AMG National Trust Bank
875 Third Avenue, 22nd Fl.                    Since 2003      the Audit Committee of the
New York, New York 10022                                      Trust, Schroder Capital
                                                              Funds (Delaware) and
                                                              Schroder Global Series
                                                              Trust. Retired. Formerly,
                                                              Managing Partner, Deloitte
                                                              & Touche USA, LLP-Denver.


                               INTERESTED TRUSTEE

The following table sets forth certain information concerning a Trustee who is
an "interested person" (as defined in the Investment Company Act) of the Trust
(an "Interested Trustee").



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

Peter L. Clark, 42*         Trustee and       Indefinite      Trustee and Chairman of     9           None
875 Third Avenue, 22nd Fl.  Chairman          Since 2003      the Trust and Schroder
New York, NY 10022                                            Capital Funds (Delaware);
                                                              Chief Executive Officer,
                                                              Schroders. Formerly,
                                                              Managing Director and Head
                                                              of Emerging Markets, JP
                                                              Morgan/JP Morgan
                                                              Investment Management;
                                                              Vice President and Head of
                                                              Proprietary Trading, JP
                                                              Morgan.

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


                                      -31-



                                    OFFICERS

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



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

Peter L. Clark, 42          Trustee and Chairman           Indefinite                        Trustee and Chairman of
875 Third Avenue, 22nd Fl.                                 Since 2003                        the Trust and Schroder
New York, NY 10022                                                                           Capital Funds
                                                                                             (Delaware); Director
                                                                                             and Chief Executive
                                                                                             Officer, Schroders.
                                                                                             Formerly, Managing
                                                                                             Director and Head of
                                                                                             Emerging Markets, JP
                                                                                             Morgan/JP Morgan
                                                                                             Investment Management;
                                                                                             Vice President and Head
                                                                                             of Proprietary Trading,
                                                                                             JP Morgan.

Mark A. Hemenetz, 49        President and Principal        Indefinite                        Chief Operating
875 Third Avenue, 22nd Fl.  Executive Officer              Since May 2004                    Officer, Director and
New York, NY 10022                                                                           Executive Vice
                                                                                             President, Schroders;
                                                                                             Chairman and Director,
                                                                                             Schroder Fund Advisors
                                                                                             Inc.; President and
                                                                                             Principal Executive
                                                                                             Officer, the Trust,
                                                                                             Schroder Capital Funds
                                                                                             (Delaware) and Schroder
                                                                                             Global Series Trust.
                                                                                             Formerly, Executive
                                                                                             Vice President and
                                                                                             Director of Investment
                                                                                             Management, Bank of New
                                                                                             York.

Alan M. Mandel, 48          Treasurer and Chief Financial  Indefinite                        First Vice President,
875 Third Avenue, 22nd Fl.  Officer                        Since May 2003                    Schroders; Chief
New York, NY 10022                                                                           Operating Officer,
                                                                                             Treasurer and Director,
                                                                                             Schroder Fund Advisors
                                                                                             Inc.; Treasurer and
                                                                                             Chief Financial
                                                                                             Officer, the Trust,
                                                                                             Schroder Global Series
                                                                                             Trust and Schroder
                                                                                             Capital Funds
                                                                                             (Delaware).

Carin F. Muhlbaum, 44       Executive Vice President and   Indefinite                        Senior Vice President,
875 Third Avenue, 22nd Fl.  Clerk                          Vice President since 1998; Clerk  General Counsel, and
New York, NY 10022                                         since 2001                        Chief Administrative
                                                                                             Officer, Schroders;
                                                                                             Director, Senior Vice
                                                                                             President, Secretary
                                                                                             and General Counsel,
                                                                                             Schroder Fund Advisors
                                                                                             Inc.; Executive Vice
                                                                                             President and
                                                                                             Secretary/Clerk, the
                                                                                             Trust, Schroder Global
                                                                                             Series Trust and
                                                                                             Schroder Capital Funds
                                                                                             (Delaware).

Stephen M. DeTore, 54       Chief Compliance Officer       Indefinite                        Senior Vice President,
875 Third Avenue, 22nd Fl.                                 Since 2005                        Director and Chief
New York, NY 10022                                                                           Compliance Officer,
                                                                                             Schroders; Senior Vice
                                                                                             President and Director,
                                                                                             Schroder Fund Advisors
                                                                                             Inc.; Chief Compliance
                                                                                             Officer, the Trust,
                                                                                             Schroder Capital Funds
                                                                                             (Delaware) and Schroder
                                                                                             Global Series Trust.
                                                                                             Formerly, Deputy
                                                                                             General Counsel,
                                                                                             Gabelli Asset
                                                                                             Management Inc.;
                                                                                             Associate General
                                                                                             Counsel, Gabelli Asset
                                                                                             Management, Inc.;
                                                                                             Assistant Director,
                                                                                             Office of Examination
                                                                                             Support, U.S.
                                                                                             Securities and Exchange
                                                                                             Commission.

Angel Lanier, 43            Assistant Secretary            Indefinite                        Assistant Vice
875 Third Avenue, 22nd Fl.                                 Since 2005                        President, Schroders;
New York, NY 10022                                                                           Assistant Vice President,
                                                                                             Schroder Fund Advisors Inc.;
                                                                                             Assistant Secretary of
                                                                                             the Trust, Schroder
                                                                                             Capital Funds
                                                                                             (Delaware) and Schroder
                                                                                             Global Series Trust.
                                                                                             Formerly, Associate,
                                                                                             Schroders.





                                      -32-



                              CERTAIN AFFILIATIONS

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

                                         POSITIONS HELD WITH
                                        AFFILIATED PERSONS OR
                                       PRINCIPAL UNDERWRITERS
       NAME                                 OF THE TRUST
       ----         ------------------------------------------------------------
Peter L. Clark      Trustee and Chairman of the Trust and Schroder Capital Funds
                    (Delaware); Director and Chief Executive Officer, Schroders.
                    Formerly, Managing Director and Head of Emerging Markets, JP
                    Morgan/JP Morgan Investment Management; Vice President and
                    Head of Proprietary Trading, JP Morgan.

Mark A. Hemenetz    President of the Trust; President of Schroder Capital Funds
                    (Delaware) and Schroder Global Series Trust; Chief Operating
                    Officer, Director and Executive Vice President, Schroders;
                    Chairman and Director, Schroder Fund Advisors Inc.

Alan M. Mandel      First Vice President, Schroders; Chief Operating Officer,
                    Treasurer and Director, Schroder Fund Advisors Inc.;
                    Treasurer and Chief Financial Officer, the Trust, Schroder
                    Global Series Trust, Schroder Capital Funds (Delaware).

Carin F. Muhlbaum   Senior Vice President, General Counsel, and Chief
                    Administrative Officer, Schroders; Director, Senior Vice
                    President, Secretary and General Counsel, Schroder Fund
                    Advisors Inc.; Executive Vice President and Secretary/Clerk,
                    the Trust, Schroder Global Series Trust, and Schroder
                    Capital Funds (Delaware).

Stephen M. DeTore   Senior Vice President, Director and Chief Compliance
                    Officer, Schroders; Senior Vice President and Director,
                    Schroder Fund Advisors Inc.; Chief Compliance Officer, the
                    Trust, Schroder Global Series Trust, and Schroder Capital
                    Funds (Delaware).

Angel Lanier        Assistant Vice President, Schroders; Assistant Vice
                    President, Schroder Fund Advisors Inc.; Assistant Secretary,
                    the Trust, Schroder Global Series Trust, and Schroder
                    Capital Funds (Delaware).

                       COMMITTEES OF THE BOARD OF TRUSTEES

Audit Committee. The Board of Trustees has an Audit Committee composed of all of
the Disinterested Trustees (Messrs. Dinkins, Guernsey, Howell, Knight, Means,
Michalis, Schwab and Vaughn). The Audit Committee provides oversight with
respect to the internal and external accounting and auditing procedures of the
Fund and, among other things, considers the selection of independent public
accountants for the Fund and the scope of the audit, approves all audit and
permitted non-audit services proposed to be performed by those accountants on
behalf of the Fund, and considers other services provided by those accountants
to the Fund and Schroders and their affiliates and the possible effect of
those services on the independence of those accountants. The Audit Committee met
four times during the fiscal year ended October 31, 2005.

Nominating Committee. All of the Disinterested Trustees (Messrs. Dinkins,
Guernsey, Howell, Knight, Means, Michalis, Schwab and Vaughn) serve as a
Nominating Committee of the Board responsible for reviewing and recommending
qualified candidates to the Board in the event that a position is vacated or


                                      -33-



created. The Nominating Committee will consider nominees recommended by
shareholders if the Committee is considering other nominees at the time of the
nomination and the nominee meets the Committee's criteria. Nominee
recommendations may be submitted to the Clerk of the Trust at the Trust's
principal business address. The Nominating Committee did not meet during the
fiscal year ended October 31, 2005.

                              SECURITIES OWNERSHIP

For each Trustee, the following table discloses the dollar range of equity
securities beneficially owned by the Trustee, on an aggregate basis, in any
registered investment companies overseen by the Trustee within the Schroder
family of investment companies, as of December 31, 2005.



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

                                               Ranges:               Ranges:
                                                  None                  None
                                                  $1-$10,000            $1-$10,000
                                                  $10,001-$50,000       $10,001-$50,000
                                                  $50,001-$100,000      $50,001-$100,000
                                                  Over $100,000         Over $100,000
DISINTERESTED TRUSTEES
DAVID N. DINKINS                                                     $10,001-$50,000
                         STRATEGIC BOND FUND   None
PETER E. GUERNSEY                                                    None
                         STRATEGIC BOND FUND   None
JOHN I. HOWELL                                                       $10,001-$50,000
                         STRATEGIC BOND FUND   None
PETER S. KNIGHT                                                      None
                         STRATEGIC BOND FUND   None
WILLIAM L. MEANS                                                     $1-10,000
                         STRATEGIC BOND FUND   None
CLARENCE F. MICHALIS                                                 Over $100,000
                         STRATEGIC BOND FUND   None
HERMANN C. SCHWAB                                                    None
                         STRATEGIC BOND FUND   None
JAMES D. VAUGHN                                                      Over $100,000
                         STRATEGIC BOND FUND   None
INTERESTED TRUSTEES
PETER L. CLARK                                                       $10,001-$50,000
                         STRATEGIC BOND FUND   None



                                      -34-


*    For these purposes, the Trust, Schroder Capital Funds (Delaware), and
     Schroder Global Series Trust are considered part of the same "Family of
     Investment Companies."

For Disinterested Trustees and their immediate family members, the following
table provides information regarding each class of securities owned beneficially
in an investment adviser or principal underwriter of the Trust, or a person
(other than a registered investment company) directly or indirectly controlling,
controlled by, or under common control with an investment adviser or principal
underwriter of the Trust, as of December 31, 2005:



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

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


                             TRUSTEES' COMPENSATION

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

The following table sets forth approximate information regarding compensation
received by Trustees from the "Fund Complex" for the fiscal year ended October
31, 2005. (Interested Trustees who are employees of Schroders or its affiliates
and officers of the Trust receive no compensation from the Trust and are
compensated in their capacities as employees of Schroders and its affiliates).

                                      -35-



                         AGGREGATE    TOTAL COMPENSATION FROM
                       COMPENSATION    TRUST AND FUND COMPLEX
   NAME OF TRUSTEE      FROM TRUST       PAID TO TRUSTEES*
   ---------------     ------------   -----------------------
David N. Dinkins          $12,615             $20,080
Peter E. Guernsey         $12,615             $20,080
John I. Howell            $ 5,091             $20,080
Peter S. Knight           $ 4,591             $17,750
William L. Means          $12,565             $20,000
Clarence F. Michalis      $ 5,091             $20,080
Hermann C. Schwab         $12,615             $20,080
James D. Vaughn           $ 5,040             $20,000

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

The Trust's Declaration of 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 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 by-laws provide that the
conduct of a Trustee shall be evaluated solely by reference to a hypothetical
reasonable person, without regard to any special expertise, knowledge, or other
qualifications of the Trustee, or any determination that the Trustee is an
"audit committee financial expert." The Trust bylaws provide that the Trust will
indemnify its Trustees against liabilities and expenses incurred in connection
with litigation or formal or informal investigations in which they may become
involved because of their service as Trustees, except to the extent prohibited
by the Declaration of Trust. The Trust, at its expense, provides liability
insurance for the benefit of its Trustees and officers.

SCHRODERS AND ITS AFFILIATES

     Schroders serves as the investment adviser for the Fund. Schroders is a
wholly owned subsidiary of Schroder U.S. Holdings Inc., which currently engages
through its subsidiary firms in the asset management business. Affiliates of
Schroder U.S. Holdings Inc. (or their predecessors) have been investment
managers since 1927. Schroder U.S. Holdings Inc. is a wholly owned subsidiary of
Schroder International Holdings, which is a wholly owned subsidiary of Schroders
plc, a publicly owned holding company organized under the laws of England.
Schroders plc and its affiliates currently engage in the asset management
business, and as of December 31, 2005, had under management assets of
approximately $211 billion. Schroders' address is 875 Third Avenue, 22nd Floor,
New York, New York 10022.

     SIMNA Ltd., an affiliate of Schroders, has served as sub-adviser to the
Fund since its inception.

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


                                      -36-



PORTFOLIO MANAGERS

     The portfolio managers primarily responsible for making investment
decisions for the Fund are Robert Michele and Louise Davies.

     Other Accounts Managed. The following tables show information regarding
other accounts managed by the portfolio managers of the Fund, as of January 31,
2006:



                                                                                       TOTAL ASSETS IN
                                                                 NUMBER OF ACCOUNTS    ACCOUNTS WHERE
                                                                 WHERE ADVISORY FEE    ADVISORY FEE IS
                                   NUMBER OF    TOTAL ASSETS    IS BASED ON ACCOUNT   BASED ON ACCOUNT
                                    ACCOUNTS     IN ACCOUNTS        PERFORMANCE          PERFORMANCE
                                   ---------   --------------   -------------------   ----------------

ROBERT MICHELE
Registered Investment Companies       None     None                     None                None
Other Pooled Investment Vehicles      12       $1,541 million           None                None
Other Accounts                         9       $710 million             None                None

LOUISE DAVIES
Registered Investment Companies       None     None                     None                None
Other Pooled Investment Vehicles      12       $1,541 million           None                None
Other Accounts                         9       $710 million             None                None


     Material Conflicts of Interest. Whenever a portfolio manager of the Fund
manages other accounts, potential conflicts of interest exist, including
potential conflicts between the investment strategy of the Fund and the
investment strategy of the other accounts. For example, in certain instances, a
portfolio manager may take conflicting positions in a particular security for
different accounts, by selling a security for one account and continuing to hold
it for another account. In addition, the fact that other accounts require the
portfolio manager to devote less than all of his or her time to the Fund may be
seen itself to constitute a conflict with the interest of the Fund.

     Each portfolio manager may also execute transactions for another fund or
account at the direction of such fund or account that may adversely impact the
value of securities held by the Fund. Securities selected for funds or accounts
other than the Fund may outperform the securities selected for the Fund.
Finally, if the portfolio manager identifies a limited investment opportunity
that may be suitable for more than one fund or other account, the Fund may not
be able to take full advantage of that opportunity due to an allocation of that
opportunity across all eligible funds and accounts. Schroders' policies,
however, require that portfolio managers allocate investment opportunities among
accounts managed by them in an equitable manner over time. Orders are normally
allocated on a pro rata basis, except that in certain circumstances, such as the
small size of an issue, orders will be allocated among clients in a manner
believed by Schroders to be fair and equitable over time. See "Brokerage
Allocation and Other Practices" for more information about this process.


                                      -37-



     The structure of a portfolio manager's compensation may give rise to
potential conflicts of interest. A portfolio manager's base pay tends to
increase with additional and more complex responsibilities that include
increased assets under management, which indirectly links compensation to
sales. Also, potential conflicts of interest may arise since the structure of
Schroders' compensation may vary from account to account.

     Schroders has adopted certain compliance procedures that are designed to
address these, and other, types of conflicts. However, there is no guarantee
that such procedures will detect each and every situation where a conflict
arises.

     Compensation. Schroders' methodology for measuring and rewarding the
contribution made by portfolio managers combines quantitative measures with
qualitative measures. The Fund's portfolio managers are compensated for their
services to the Fund and to other accounts they manage in a combination of base
salary and annual discretionary bonus, as well as the standard retirement,
health and welfare benefits available to all Schroders employees. Base salary of
Schroders employees is determined by reference to the level of responsibility
inherent in the role and the experience of the incumbent, is benchmarked
annually against market data to ensure competitive salaries, and is paid in
cash. The portfolio managers' base salary is fixed and is subject to an annual
review and will increase if market movements make this necessary or if there has
been an increase in responsibilities.

     Each portfolio manager's bonus is based in part on performance.
Discretionary bonuses for portfolio managers are determined by a number of
factors. At a macro level the total amount available to spend is a function of
the compensation to revenue ratio achieved by Schroders globally. Schroders then
assesses the performance of the division and of a management team to determine
the share of the aggregate bonus pool that is spent in each area. This focus on
"team" maintains consistency and minimizes internal competition that may be
detrimental to the interests of Schroders' clients. For each team, Schroders
assesses the performance of their funds relative to competitors and to the
relevant benchmarks over one and three year periods, the level of funds under
management and the level of performance fees generated. For the purpose of
determining Robert Michele and Louise Davies' bonuses, the relevant benchmark
for performance comparison is a blend of fixed income benchmarks. Performance is
evaluated for each quarter, year and since inception of the Fund. The portfolio
managers' compensation for other accounts they manage is not based upon account
performance.

     Schroders also reviews "softer" factors such as leadership, innovation,
contribution to other parts of the business an adherence to corporate values of
excellence, integrity, teamwork, passion and innovation. An employee's bonus is
paid in a combination of cash and Schroders plc stock, as determined by
Schroders. This stock vests over a period of three years and ensures that the
interests of the employee are aligned with those of shareholders of Schroders.

     Ownership of Securities. As of the date hereof, no shares of the Fund are
outstanding.

PERFORMANCE INFORMATION OF CERTAIN OTHER ACCOUNTS MANAGED BY SCHRODERS

     The following table sets forth historical performance information for the
institutional investment accounts managed by Schroders that have investment
objectives, policies, strategies, and investment


                                      -38-



restrictions that are substantially similar to those of the Fund (the "Schroder
Composite"). The Schroder Composite includes a pooled investment vehicle managed
by Schroders that is not registered under the Investment Company Act and is
offered principally outside the United States ("unregistered fund").


     The composite data is provided to illustrate the past performance of
Schroders in managing substantially similar accounts as measured against a
specified market index. The information shown below does not represent the
Fund's performance, and should not be considered a prediction of the future
performance of the Fund. The Fund is recently organized and does not yet have
historical investment performance information. THE PERFORMANCE INFORMATION SHOWN
FOR THE SCHRODER COMPOSITE IS FOR A SHORT PERIOD OF TIME AND SHOULD NOT BE
VIEWED AS INDICATIVE OF LONG-TERM PERFORMANCE OF SCHRODERS WITH RESPECT TO THE
INCLUDED ACCOUNTS.

     The Schroders Composite performance data shown below was calculated in
accordance with recommended standards of the CFA Institute(1), retroactively
applied to all time periods. The Schroder Composite includes all actual,
fee-paying, discretionary, private accounts, including unregistered funds,
managed by Schroders that have investment objectives, policies, strategies, and
risks substantially similar to those of the Fund and that have a minimum account
size of $2 million (accounts with assets of below $2 million are managed
following a strategy Schroders considers to be substantially different from the
Fund due to their small size).

     The Schroder Composite assumes the reinvestment of all earnings. No
leverage has been used in the accounts included in the Schroder Composite.

     A complete list and description of Schroders' composites and presentations
are available upon request by contacting (800) 464-3108, or writing Schroders,
at 875 Third Avenue, 22nd Floor, New York, New York 10022.

     Securities transactions are accounted for on the trade date and accrual
accounting is utilized. Cash and equivalents are included in performance
returns. The monthly returns of the Schroder Composite combine the individual
accounts' returns by asset-weighing each individual account's asset value as of
the beginning of the month. Quarterly returns are calculated by geometrically
linking the monthly returns. Investors should be aware that the SEC uses a
methodology different from that used below to calculate performance which, as
with the use of any methodology different from that below, could result in
different performance results.

     All returns presented were calculated on a total return basis and include
all dividends and interest, accrued income, and realized and unrealized gains
and losses. The results presented below have been calculated without deduction
of investment advisory fees or other expenses of the accounts in the Schroder
Composite. Rather, the performance of such accounts has been restated to deduct
(1) in one column, the highest advisory fees of any account in the Schroder
Composite; and (2) in separate columns, the Net Expenses of the Fund shown in
the Prospectuses (1.15% per annum for Investor Shares of the Fund; 1.40% per
annum for Advisor Shares of the Fund) to all periods.

----------
(1)  CFA Institute (formerly the Association for Investment Management and
     Research (AIMR)) is a non-profit membership and education organization with
     more than 60,000 members worldwide that, among other things, has formulated
     a set of performance presentation standards for investment advisers. These
     performance presentation standards are intended to (i) promote full and
     fair presentations by investment advisers of their performance results, and
     (ii) ensure uniformity in reporting so that performance results of
     investment advisers are directly comparable.


                                      -39-



     The unregistered fund is not subject to the diversification requirements,
specific tax restrictions, and investment limitations imposed on the Fund by the
Investment Company Act or Subchapter M of the Internal Revenue Code. As a
result, the investment portfolio of the Fund, if they had been in operation
during the periods shown, would likely have differed to some extent from those
of the unregistered fund.

     The results presented below may not necessarily equate with the return
experienced by any particular investor as a result of the timing of investments
and redemptions. In addition, the effect of taxes on any investor will depend on
such person's tax status, and the results have not been reduced to reflect any
income tax which may have been payable.

SCHRODER STRATEGIC BOND FUND - PRIOR PERFORMANCE OF SIMILAR ACCOUNTS

     The table below shows the average annual total returns for the Schroder
Composite (in one column, restated to reflect reduction of the highest advisory
fee paid by any account in this Schroder Composite; in another, restated to
reflect deduction of Net Expenses for Investor Shares of the Fund; and in the
other, restated to reflect deduction of Net Expenses for Advisor Shares of the
Fund) and a broad-based securities market index as of December 31, 2005.



                   Schroder Composite      Schroder Composite       Schroder Composite
                     Net of Highest        Net of Net Expenses     Net of Net Expenses
                  Advisory Fee Paid by   for Investor Shares of   for Advisor Shares of   Lehman Brothers
                     any Account in        the Fund (1.15% per     the Fund (1.40% per     Aggregate Bond
      Year            Composite (1)            annum) (1)               annum) (1)           Index (2)
      ----        --------------------   ----------------------   ---------------------   ---------------

1 year                    5.63%                   5.47%                   5.20%                2.43%
Since Inception           5.44%                   5.28%                   5.01%                2.18%


(1)  The Schroder Composite inception date is October 31, 2004.

(2)  The Lehman Brothers Aggregate Bond Index is an index based on U.S. dollar
     denominated bonds having maturities greater than 12 months and rated
     investment grade by both Moody's Investment Services and Standard & Poor's.
     Individual issues must exceed $250 million to be eligible for inclusion in
     the index.

MANAGEMENT CONTRACT

     Management Contract. Under a Management Contract between the Trust, on
behalf of the Fund, and Schroders, Schroders, at its expense, provides the Fund
with (i) 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 the
Fund, and (ii)


                                      -40-



management and administrative services necessary for the operation of the Fund,
including preparation of shareholder reports and communications, regulatory
compliance, such as reports to and filings with the SEC and state securities
commissions, and general supervision of the operation of the Fund, including
coordination of the services performed by the Fund's sub-administrator, transfer
agent, custodian, independent auditors, legal counsel and others.

     Under the Management Contract, Schroders is required to continuously
furnish the Fund an investment program consistent with the investment objective
and policies of the Fund, and to determine, for the Fund, what securities shall
be purchased, what securities shall be held or sold, and what portion of the
Fund's assets shall be held uninvested, subject always to the provisions of the
Trust's Declaration of Trust and by-laws, and of the Investment Company Act, and
to the Fund's investment objective, policies, and restrictions, and subject
further to such policies and instructions as the Trustees may from time to time
establish.

     As compensation for services provided to the Fund pursuant to the
Management Contract, Schroders is entitled to receive from the Trust a fee,
computed and paid quarterly, at the annual rate (based on the Fund's average
daily net assets) of 0.75%. In order to limit the expenses of the Fund's
Investor Shares and Advisor Shares, Schroders has separately agreed to reduce
its compensation and, if necessary, to pay certain other of the Fund's expenses
until June 30, 2007 to the extent that the Total Annual Operating Expenses of
the Fund allocable to its Investor Shares exceed the annual rate (based on the
average daily net assets attributable to the Fund's Investor Shares) of 1.15%
and to the extent that the Total Annual Operating Expenses of the Fund allocable
to its Advisor Shares exceed the annual rate (based on the average daily net
assets allocable to the Fund's Advisor Shares) of 1.40%. Schroders makes
available to the Trust, without additional expense to the Trust, the services of
such of its directors, officers, and employees as may duly be elected Trustees
or officers of the Trust, subject to their individual consent to serve and to
any limitations imposed by law. Schroders pays the compensation and expenses of
officers and executive employees of the Trust. Schroders also provides
investment advisory research and statistical facilities and all clerical
services relating to such research, statistical, and investment work. Schroders
pays the Trust's office rent.

     Under the Management Contract, the Trust is responsible for all its other
expenses, which may include 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; payments under any distribution plan; shareholder servicing
payments; 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 Schroders; the cost of preparing and distributing reports and notices to
shareholders; public and investor relations expenses; and fees and disbursements
of custodians of the Fund's assets. The Trust is also responsible for its
expenses incurred in connection with litigation, proceedings, and claims and the
legal obligation it may have to indemnify its officers and Trustees with respect
thereto.

     The Management Contract provides that Schroders shall not be subject to any
liability to the Trust or to any shareholder for any act or omission in
connection with rendering services to the Trust in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of its duties.


                                      -41-



     The Management Contract may be terminated as to the Fund without penalty by
vote of the Trustees, by the shareholders of the Fund, or by Schroders, on 60
days' written notice. The Management Contract also terminates without payment of
any penalty in the event of its assignment. In addition, the Management Contract
may be amended only by a vote of the shareholders of the Fund and by the vote,
cast in person at a meeting called for the purpose of voting on such approval,
of a majority of the Trustees who are not "interested persons" of Schroders. The
Management Contract provides that it will continue in effect from year to year
(after an initial two-year period) only so long as such continuance is approved
at least annually by vote of either the Trustees or the shareholders of the
Fund, and, in either case, by a majority of the Trustees who are not "interested
persons" of Schroders. In each of the foregoing cases, the vote of the
shareholders is the affirmative vote of a "majority of the outstanding voting
securities" as defined in the Investment Company Act.

     Subadvisory Agreement. On December 6, 2005, the Trustees of the Trust
approved an arrangement whereby Schroders would retain SIMNA Ltd. to serve as
sub-adviser to the Fund. In connection therewith, the Trustees approved an
Investment Subadvisory Agreement between Schroders, SIMNA Ltd. and the Trust, on
behalf of the Fund (the "Subadvisory Agreement"). This agreement went into
effect on March 31, 2006.

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

     For the services to be rendered by SIMNA Ltd., Schroders (and not the Trust
or the Fund) will pay to SIMNA Ltd. a monthly fee in an amount equal to fifty
percent (50%) of all fees actually paid to Schroders by the Fund for such month
under the Management Contract, provided that SIMNA Ltd.'s fee for any period
will be reduced such that SIMNA Ltd. will bear fifty percent (50%) of any
voluntary fee waiver observed or expense reimbursement borne by Schroders with
respect to the Fund for such period.

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

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


                                      -42-



ADMINISTRATIVE SERVICES

     The Trust, on behalf of the Fund, has entered into an administration and
accounting agreement with SEI Investments Global Fund Services ("SEI"). Under
that agreement, the Trust, together with Schroder Capital Funds (Delaware),
another trust comprised of funds managed by Schroders, pays fees to SEI based on
the combined average daily net assets of all the funds of Schroder Capital Funds
(Delaware) and the Trust, according to the following annual rates: 0.115% of the
first $600 million of such assets; 0.11% on the next $400 million of such
assets; 0.09% on the next $1 billion of such assets; and 0.07% on the average
daily net assets in excess of $2 billion. The Fund pays its pro rata portion of
such expenses. The administration and accounting agreement is terminable by
either party at the end of a three year initial term or thereafter, at any time,
by either party upon six (6) months written notice to the other party. The
administration and accounting agreement is terminable by either party in the
case of a material breach.

DISTRIBUTOR

     Pursuant to a Distribution Agreement with the Trust, Schroder Fund Advisors
Inc. (the "Distributor"), 875 Third Avenue, 22nd Floor, New York, New York
10022, serves as the distributor for the Trust's continually offered shares. The
Distributor pays all of its own expenses in performing its obligations under the
Distribution Agreement. The Distributor is not obligated to sell any specific
amount of shares of any Fund. Please see "Schroders and its Affiliates" for
ownership information regarding the Distributor.

     Distribution plan for Advisor Shares. The Fund has adopted a Distribution
Plan pursuant to Rule 12b-1 under the Investment Company Act that allows the
Fund to compensate the Distributor in connection with the distribution of the
Fund's Advisor Shares. Under the Plan, the Fund may make payments at an annual
rate up to 0.25% of the average daily net assets attributable to its Advisor
Shares. Because the fees are paid out of the Fund's assets attributable to its
Advisor shares on a ongoing basis, over time these fees will increase the cost
of an investment in Advisor Shares of the Fund and may cost an investor more
than paying other types of sales charges.

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

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


                                      -43-



time by vote of a majority of the Qualified Trustees or by vote of a majority of
the Fund's outstanding Advisor Shares.

BROKERAGE ALLOCATION AND OTHER PRACTICES

     SELECTION OF BROKERS. Schroders, in selecting brokers to effect
transactions on behalf of the Fund, seek to obtain the best execution available.

     ALLOCATION. Schroders may deem the purchase or sale of a security to be in
the best interests of the Fund as well as other clients of Schroders. In such
cases, Schroders may, but is under no obligation to, aggregate all such
transactions in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. Orders are normally allocated on a pro rata
basis, except that in certain circumstances, such as the small size of an issue,
orders will be allocated among clients in a manner believed by Schroders to be
fair and equitable over time.

     BROKERAGE AND RESEARCH SERVICES. Transactions on U.S. stock exchanges and
other agency transactions involve the payment by the Trust of negotiated
brokerage commissions. Schroders may determine to pay a particular broker
varying commissions according to such factors as the difficulty and size of the
transaction. Transactions in foreign securities often involve the payment of
fixed brokerage commissions, which are generally higher than those in the United
States, and therefore certain portfolio transaction costs may be higher than the
costs for similar transactions executed on U.S. securities exchanges. There is
generally no stated commission in the case of securities traded in the
over-the-counter markets, but the price paid by the Fund 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.

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

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

     As permitted by Section 28(e) of the Securities Exchange Act of 1934, as
amended (the "Securities Exchange Act"), and by the Management Contract,
Schroders may cause the Fund to pay a



                                      -44-



broker that provides brokerage and research services to Schroders an amount of
disclosed commission for effecting a securities transaction for the Fund in
excess of the commission which another broker would have charged for effecting
that transaction. Schroders' authority to cause the Fund to pay any such greater
commissions is also subject to such policies as the Trustees may adopt from time
to time.

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

     OTHER PRACTICES. Schroders and its affiliates also manage private
investment companies ("hedge funds") that are marketed to, among others,
existing Schroders clients. These hedge funds may invest in the same securities
as those invested in by the Fund. The hedge funds' trading methodologies are
generally different than those of the Fund and usually include short selling and
the aggressive use of leverage. At times, the hedge funds may be selling short
securities held long in the Fund. At times, the hedge funds may be selling short
securities held long in the Fund.

DETERMINATION OF NET ASSET VALUE

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

     Securities for which market quotations are readily available are valued at
those quotations. Securities for which current market quotations are not readily
available are valued at fair value pursuant to procedures established by the
Board of Trustees, which are summarized below.

     Equity securities listed or traded on a domestic or foreign stock exchange
for which last sales information is readily available are valued at the last
reported sale price on the exchange on that day or, in the absence of sales that
day, at the mean between the closing bid and ask prices (the "mid-market price")
or, if none, the last sale price on the preceding trading day. (Where the
securities are traded on more than one exchange, they are valued based on
trading on the exchange where the security is principally traded.) Securities
purchased in an initial public offering and that have not commenced trading in a
secondary market are valued at cost. Unlisted securities for which market
quotations are readily available generally are valued at the most recently
reported sale prices on any day or, in the absence of a reported sale price, at
mid-market prices. In the case of securities traded primarily on the National
Association of Securities Dealers' Automated Quotation System ("NASDAQ"), the
NASDAQ Official Closing Price will, if available, be used to value such
securities as such price is reported by NASDAQ to market data vendors. If the
NASDAQ Official Closing Price is not available, such securities will be valued
as described above for exchange-traded securities.

     Reliable market quotations are not considered to be readily available for
most long-term bonds. Such securities are valued at fair value, generally 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 and various relationships
between securities that are generally recognized by institutional traders. Below
investment grade debt instruments ("high yield debt") and emerging markets debt
instruments will generally be valued at prices furnished by pricing services
based on the mean of bid and asked prices supplied by brokers or dealers,
although, if the bid-asked spread exceeds five points, that security will
typically be valued at the bid price. Short-term fixed


                                      -45-




income securities with remaining maturities of 60 days or less are valued at
amortized cost, unless Schroders, believes another valuation is more
appropriate.

     Options and futures contracts traded on a securities exchange or board of
trade shall be valued at the last reported sales price or, in the absence of a
sale, at the closing mid-market price on the principal exchange where they are
traded. Options not traded on a securities exchange or board of trade for which
over-the-counter market quotations are readily available shall be valued at the
most recently reported mid-market price.

     All other securities and other property are valued at fair value based on
procedures established by the Board of Trustees.

     All assets and liabilities of the Fund denominated in foreign currencies
are translated into U.S. dollars as of the close of trading of the New York
Stock Exchange (normally 4:00 p.m., Eastern time) based on the mean between the
last quoted bid and ask price of such currencies against the U.S. dollar.

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

     Generally, trading in certain securities (such as foreign securities) is
substantially completed each day at various times prior to the close of the New
York Stock Exchange. The values of these securities used in determining the net
asset value of the Fund'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. Occasionally, events affecting the
value of such securities may occur between such times and the close of the
Exchange. If events materially affecting the value of such securities occur
during such period, then the Fair Value Committee of the Trust may consider
whether it is appropriate to value these securities at their fair value.

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


                                      -46-



be fair valued. In the event that the threshold established by the Fair Value
Committee is exceeded on a specific day, the Fund shall value non-U.S.
securities in its portfolio that exceed the applicable confidence interval based
upon the fair values provided by FT.

     The proceeds received by the 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 the Fund, and constitute the
underlying assets of the Fund. The underlying assets of the Fund will be
segregated on the Trust's books of account, and will be charged with the
liabilities in respect of the Fund and with a share of the general liabilities
of the Trust. The 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. The net asset
value of the Fund's Advisor Shares will generally differ from that of its
Investor Shares due to the variance in dividends paid on each class of shares
and differences in the expenses of Advisor Shares and Investor Shares.

REDEMPTION OF SHARES

     The Fund imposes a 2.00% redemption fee on shares redeemed (including in
connection with an exchange) two months or less from their date of purchase. The
fee is not a sales charge (load); it is paid directly to the Fund.

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

ARRANGEMENTS PERMITTING FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES

     The Fund has no arrangements with any person to permit frequent purchases
and redemptions of the Fund shares.

TAXES

     The following discussion of U.S. federal income tax consequences is based
on the Internal Revenue Code of 1986, as amended ("the Code"), existing U.S.
Treasury regulations, and other applicable authority, as of the date of this
SAI. These authorities are subject to change by legislative or administrative
action, possibly with retroactive effect. The following discussion is only a
summary of some of the important U.S. federal tax considerations generally
applicable to investments in the Fund. It 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
the 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 the Fund.


                                      -47-



     TAXATION OF THE FUND. The Fund intends to qualify each year and elect to be
taxed as a "regulated investment company" (a "RIC") under Subchapter M of the
Code.

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

     In order to qualify as a RIC the Fund must, among other things, (a) derive
at least 90% of its gross income from dividends, interest, payments with respect
to securities loans, gains from the sale or other disposition of stock,
securities, or foreign currencies, and other income (including gains from
options, futures, or forward contracts) derived with respect to its business of
investing in such stock, securities, or currencies; (b) diversify its holdings
so that, at the close of each quarter of its taxable year, (i) at least 50% of
the value of its total assets consists of cash, cash items, U.S. Government
securities, securities of other RICs and other securities limited generally with
respect to any one issuer to not more than 5% of the value 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 (x)
the securities of any one issuer (other than the U.S. Government or other RICs)
or of two or more issuers which the Fund controls and which are engaged in the
same, similar or related trades and businesses or (y) the securities of one or
more qualified publicly traded partnerships (as defined below); and (c)
distribute with respect to each taxable year at least 90% of the sum of its
investment company taxable income (as that term is defined in the Code without
regard to the deduction for dividends paid - generally, taxable ordinary income
and the excess, if any, of net short-term capital gains over net long-term
capital losses) and net tax-exempt interest income, for such year. The Fund
intends to make such distributions.

     In general, for purposes of the 90% gross income requirement described in
paragraph (a) above, income derived from a partnership will be treated as
qualifying income only to the extent such income is attributable to items of
income of the partnership which would be qualifying income if realized by the
regulated investment company. However, the American Jobs Creation Act of 2004
(the "2004 Act"), provides that for taxable years of a regulated investment
company beginning after October 22, 2004, 100% of the net income derived from an
interest in a "qualified publicly traded partnership" (defined as a partnership
(i) interests in which are traded on an established securities market or readily
tradable on a secondary market or the substantial equivalent thereof and (ii)
that derives less than 90% of its income from the qualifying income described in
paragraph (a) above) will be treated as qualifying income. In addition, although
in general the passive loss rules of the Code do not apply to regulated
investment companies, such rules do apply to a regulated investment company with
respect to items attributable to an interest in a qualified publicly traded
partnership. Finally, for purposes of paragraph (b) above, the term "outstanding
voting securities of such issuer" will include the equity securities of a
qualified publicly traded partnership.

     If the 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
tax-exempt income and net long-term capital gains (if any), will be taxable to
shareholders as ordinary income. In addition, in order to requalify for taxation
as a RIC, the Fund may be required to recognize unrealized gains, pay
substantial taxes and interest, and make certain distributions.

     If the 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 the Fund is
permitted so to elect and so elects), plus any retained amount from the prior
years (to the



                                      -48-




extent not previously subject to tax under subchapter M), the Fund will be
subject to a 4% excise tax on the under-distributed amounts. A dividend paid to
shareholders by the Fund in January of a year generally is deemed to have been
paid by the 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. The Fund intends generally to make
distributions sufficient to avoid imposition of the 4% excise tax.

     TAXABLE DISTRIBUTIONS. For federal income tax purposes, distributions of
investment income (other than exempt-interest dividends, as described below) are
taxed to shareholders as ordinary income. Taxes on distributions of capital
gains are determined by how long the Fund owned the investments that generated
the gains, rather than how long you owned your shares. Distributions of net
capital gains from the sale of investments that the Fund has held for more than
one year and that are properly designated by the Fund as capital gain dividends
will be taxable as long-term capital gains. Distributions of gains from the sale
of investments that the Fund owned for one year or less will be taxable as
ordinary income.

     For taxable years beginning before January 1, 2011, "qualified dividend
income" received by an individual will be taxed at the rates applicable to
long-term capital gain. In order for some portion of the dividends received by
the Fund shareholder to be qualified dividend income, the Fund must meet holding
period and other requirements with respect to some portion of the
dividend-paying stocks in its portfolio and the shareholder must meet holding
period and other requirements with respect to the Fund's shares. A dividend will
not be treated as qualified dividend income (at either the Fund or shareholder
level) (1) if the dividend is received with respect to any share of stock held
for fewer than 61 days during the 121-day period beginning on the date which is
60 days before the date on which such share becomes ex-dividend with respect to
such dividend (or, on the case of certain preferred stock, 91 days during the
181-day period beginning 90 days before such date), (2) to the extent that the
recipient is under an obligation (whether pursuant to a short sale or otherwise)
to make related payments with respect to positions in substantially similar or
related property, (3) if the recipient elects to have the dividend income
treated as investment interest, or (4) if the dividend is received from a
foreign corporation that is (a) not eligible for the benefits of a comprehensive
income tax treaty with the United States (with the exception of dividends paid
on stock of such a foreign corporation readily tradable on an established
security market in the United States) or (b) treated as a passive foreign
investment company.

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

     Distributions are taxable to shareholders even if they are paid from income
or gains earned by the Fund before a shareholder's investment (and thus were
included in the price the shareholder paid). Distributions are taxable whether
shareholders receive them in cash or reinvest them in additional shares.

     Long-term capital gain rates applicable to individuals have been
temporarily reduced - in general, to 15%, with lower rates applying to taxpayers
in the 10% and 15% rate brackets - for taxable years beginning before January 1,
2011.


                                      -49-



     TRANSACTIONS IN FUND SHARES. The sale, exchange or redemption of Fund
shares may give rise to a gain or loss. In general, any gain or loss realized
upon such a taxable disposition of shares will be treated as long-term capital
gain or loss if the shares have been held for more than 12 months. Otherwise the
gain or loss on the sale, exchange or redemption of Fund shares will be treated
as short-term capital gain or loss. However, if a shareholder sells shares at a
loss within six months of purchase, any loss will be disallowed for federal
income tax purposes to the extent of any exempt-interest dividends received on
such shares. In addition, any loss (not already disallowed as provided in the
preceding sentence) realized upon a taxable disposition of shares held for six
months or less will be treated as long-term, rather than short-term, to the
extent of any amounts treated as distributions from the Fund of long-term
capital gain with respect to the shares during the six-month period. All or a
portion of any loss realized upon a taxable disposition of Fund shares will be
disallowed if other shares of the same Fund are purchased within 30 days before
or after the disposition. In such a case, the basis of the newly purchased
shares will be adjusted to reflect the disallowed loss.

     FOREIGN INVESTMENTS. The Fund's transactions in foreign currencies, foreign
currency-denominated debt securities and certain foreign currency options,
futures contracts and forward contracts (and similar instruments) may give rise
to ordinary income or loss to the extent such income or loss results from
fluctuations of the foreign currency concerned.

     With respect to investment income and gains received by the 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 the 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, the
Fund's investments in foreign securities may increase or accelerate the Fund's
recognition of ordinary income or loss and may affect the timing or amount of
the Fund's distributions, including in situations where such distributions may
economically represent a return of a particular shareholder's investment.
Investments, if any, in "passive foreign investment companies" could subject the
Fund to U.S. federal income tax or other charges on certain distributions from
such companies and on disposition of investments in such companies; however, the
tax effects of such investments may be mitigated by making an election to mark
such investments to market annually or treat the passive foreign investment
company as a "qualified electing fund."

     If more than 50% of the Fund's assets at year end consists of the
securities of foreign corporations, the Fund may elect to permit 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 respect of
foreign securities the Fund has held for at least the minimum period specified
in the Code. In such a case, shareholders will include in gross income from
foreign sources their pro rata shares of such taxes. It is anticipated that
shareholders of the Fund generally will not be entailed to claim a credit or
deduction with respect to foreign taxes. A shareholder's ability to claim a
foreign tax credit or deduction in respect of foreign taxes paid by the Fund may
be subject to certain limitations imposed by the Code, as a result of which a
shareholder may not get a full credit or deduction for the amount of such taxes.
In particular, shareholders must hold their Fund shares (without protection from
risk of loss) on the ex-dividend date and for at least 15 additional days during
the 30-day period surrounding the ex-dividend date to be eligible to claim a
foreign tax credit with respect to a given dividend. Shareholders who do not
itemize on their federal income tax returns may claim a credit (but no
deduction) for such foreign taxes.

     HEDGING TRANSACTIONS. If the Fund engages in hedging transactions,
including hedging transactions in options, forward or futures contracts, and
straddles, or other similar transactions, it will be



                                      -50-



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 long-term
capital gain into short-term capital gain, or convert short-term capital losses
into long-term capital losses. These rules could therefore affect the amount,
timing and character of distributions to shareholders. The Fund will endeavor to
make any available elections pertaining to such transactions in a manner
believed to be in the best interest of the Fund.

     BACKUP WITHHOLDING. The Fund is generally required to withhold a percentage
of certain of your dividends and other distributions if you have not provided
the Fund with your correct taxpayer identification number (normally your Social
Security number), or if you are otherwise subject to backup withholding. The
backup withholding tax rate is 28% for amounts paid through 2010. The backup
withholding tax rate will be 31% for amounts paid after December 31, 2010.

     TAX SHELTER REPORTING REGULATIONS. Under Treasury regulations, if a
shareholder realizes a loss on disposition of the Fund's shares of $2 million or
more for an individual shareholder or $10 million or more for a corporate
shareholder, the shareholder must file with the Internal Revenue Service a
disclosure statement on Form 8886. Direct shareholders of portfolio securities
are in many cases excepted from this reporting requirement, but under current
guidance, shareholders of a RIC are not excepted. Future guidance may extend the
current exception from this reporting requirement to shareholders of most or all
regulated investment companies. The fact that a loss is reportable under these
regulations does not affect the legal determination of whether the taxpayer's
treatment of the loss is proper. Shareholders should consult their tax advisors
to determine the applicability of these regulations in light of their individual
circumstances.

     NON-U.S. SHAREHOLDERS. In general, dividends (other than capital gain
dividends) paid by the Fund to a shareholder that is not a "U.S. person" within
the meaning of the Code (a "foreign person") are subject to withholding of U.S.
federal income tax at a rate of 30% (or lower applicable treaty rate) even if
they are funded by income or gains (such as portfolio interest, short-term
capital gains, or foreign-source dividend and interest income) that, if paid to
a foreign person directly, would not be subject to withholding. However, under
the 2004 Act, effective for taxable years of the Fund beginning after December
31, 2004 and before January 1, 2008, the Fund will not be required to withhold
any amounts (i) with respect to distributions (other than distributions to a
foreign person (w) that has not provided a satisfactory statement that the
beneficial owner is not a U.S. person, (x) to the extent that the dividend is
attributable to certain interest on an obligation if the foreign person is the
issuer or is a 10% shareholder of the issuer, (y) that is within certain foreign
countries that have inadequate information exchange with the United States, or
(z) to the extent the dividend is attributable to interest paid by a person that
is a related person of the foreign person and the foreign person is a controlled
foreign corporation) from U.S.-source interest income that would not be subject
to U.S. federal income tax if earned directly by an individual foreign person,
to the extent such distributions are properly designated by the Fund (an
"interest-related dividend"), and (ii) with respect to distributions (other than
distributions to an individual foreign person who is present in the United
States for a period or periods aggregating 183 days or more during the year of
the distribution) of net short-term capital gains in excess of net long-term
capital losses, to the extent such distributions are properly designated by the
Fund (a "short-term capital gain dividend"). The Fund may opt not to designate
dividends as interest-related dividends or short-term capital gain dividends to
the full extent permitted by the Code. In addition, as indicated above, capital
gain dividends will not be subject to withholding of U.S. federal income tax.


                                      -51-



     If a beneficial holder who is a foreign person has a trade or business in
the United States, and the dividends are effectively connected with the conduct
by the beneficial holder of a trade or business in the United States, the
dividend will be subject to U.S. federal net income taxation at regular income
tax rates.

     The 2004 Act modifies the tax treatment of distributions from the Fund that
are paid to a foreign person and are attributable to gain from "U.S. real
property interests" ("USRPIs"), which the Code defines to include direct
holdings of U.S. real property and interests (other than solely as a creditor)
in "U.S. real property holding corporations" such as REITs. The Code deems any
corporation that holds (or held during the previous five-year period) USRPIs
with a fair market value equal to 50% or more of the fair market value of the
corporation's U.S. and foreign real property assets and other assets used or
held for use in a trade or business to be a U.S. real property holding
corporation; however, if any class of stock of a corporation is traded on an
established securities market, stock of such class shall be treated as a USRPI
only in the case of a person who holds more than 5% of such class of stock at
any time during the previous five-year period. Under the 2004 Act, which is
generally effective for taxable years of RICs beginning after December 31, 2004
and which applies to dividends paid or deemed paid on or before December 31,
2007, distributions to foreign persons attributable to gains from the sale or
exchange of USRPIs (a "FIRPTA Distribution") will give rise to an obligation for
those foreign persons to file a U.S. tax return and pay tax, and may well be
subject to withholding under future regulations.

     Under U.S. federal tax law, a beneficial holder of shares who is a foreign
person is not, in general, subject to U.S. federal income tax on gains (and is
not allowed a deduction for losses) realized on the sale of shares of the Fund
or on capital gain dividends unless (i) such gain or capital gain dividend is
effectively connected with the conduct of a trade or business carried on by such
holder within the United States, (ii) in the case of an individual holder, the
holder is present in the United States for a period or periods aggregating 183
days or more during the year of the sale or capital gain dividend and certain
other conditions are met, or (iii) the shares constitute USRPIs or (effective
for taxable years of the Fund beginning after December 31, 2004) the capital
gain dividends are paid or deemed paid on or before December 31, 2007 and are
attributable to gains from the sale or exchange of USRPIs.

PRINCIPAL HOLDERS OF SECURITIES

     As of the date hereof, no shares of the Fund are outstanding.

CUSTODIAN

     JP Morgan Chase Bank, 270 Park Avenue, New York, New York, is the custodian
of the assets of the Fund. The custodian's responsibilities include safeguarding
and controlling the Fund's cash and securities, handling the receipt and
delivery of securities, and collecting interest and dividends on the Fund's
investments. The custodian does not determine the investment policies of the
Fund or decide which securities the Fund will buy or sell.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

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

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


                                      -52-



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

CODE OF ETHICS

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

PROXY VOTING POLICIES AND PROCEDURES

     The Trust has delegated authority and responsibility to vote any proxies
relating to voting securities held by the Fund to Schroders, which intends to
vote such proxies in accordance with its proxy voting policies and procedures. A
copy of Schroders' proxy voting policies and procedures is attached as Appendix
A to this SAI. Information regarding how Schroders voted proxies relating to
portfolio securities during the most recent 12-month period ended June 30 is
available (1) without charge, upon request, through the Schroders Funds' website
at www.schroderfunds.com; and (2) on the Securities and Exchange Commission's
website at www.sec.gov.

LEGAL COUNSEL

     Ropes & Gray LLP, 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 Trust's
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 Trust's Declaration of Trust provides for indemnification out
of each Fund's property for all loss and expense of any shareholder held
personally liable for the obligations of such Fund. Thus, the risk of a
shareholder's incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund would be unable to meet its
obligations.

FINANCIAL STATEMENTS

     As the Fund has not commenced operations, financial statements for the Fund
are unavailable.


                                      -53-



APPENDIX A

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

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

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

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

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

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

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

(A)  PROXY VOTING GENERAL PRINCIPLES

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

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

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

PROXY COMMITTEE

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

The procedure for evaluating proxy requests is as follows:

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

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


                                      A-1



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

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

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

CONFLICTS

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

For example, conflicts of interest may arise when:

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

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

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

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

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

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

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


                                      A-2



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

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

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

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

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

RECORD OF PROXY VOTING

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

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

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

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

Additional Reports and Disclosures for the Schroder Funds

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

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


                                      A-3



     o    Name of the issuer of the security;

     o    Exchange ticker symbol;

     o    CUSIP number, if available;

     o    Shareholder meeting date;

     o    Brief summary of the matter voted upon;

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

     o    Whether the fund voted on the matter;

     o    How the fund voted; and

     o    Whether the fund voted with or against management.

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

July 30, 2003


                                      A-4



APPENDIX B

FIXED INCOME AND COMMERCIAL PAPER RATINGS

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

FIXED-INCOME SECURITY RATINGS

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

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

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

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

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

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

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

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

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


                                      B-1



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

Rating Refinements: Moody's may apply numerical modifiers, "1", "2", and "3" in
each generic rating classification from "Aa" through "B" in its fixed-income
security rating system. The modifier "1" indicates that the security ranks in
the higher end of its generic rating category; the modifier "2" indicates a
mid-range ranking; and a modifier "3" indicates that the issue ranks in the
lower end of its generic rating category.

COMMERCIAL PAPER RATINGS

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

Issuers rated "Prime-1" have a superior capacity for repayment of short-term
promissory obligations.

Issuers rated "Prime-2" have a strong capacity for repayment of short-term
promissory obligations; and

Issuers rated "Prime-3" have an acceptable capacity for repayment of short-term
promissory obligations.

Issuers rated "Not Prime" do not fall within any of the Prime rating categories.

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

FIXED-INCOME SECURITY RATINGS

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

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

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

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

"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.


                                      B-2



"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.

"D" An obligation rated "D" is in payment default. The "D" rating category is
used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The "D" rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.

"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.


                                      B-3



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

COMMERCIAL PAPER RATINGS

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

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

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

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

"A-3" Indicates a satisfactory capacity for timely payment. Obligations carrying
this designation are, however, somewhat more vulnerable to the adverse effects
of changes in circumstances than obligations carrying the higher designations.

FITCH INVESTORS SERVICE, INC. ("FITCH")

FIXED INCOME SECURITY RATINGS

Investment Grade

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

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

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

BBB: Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore, impair


                                      B-4



timely payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

High Yield Grade

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

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

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

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

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

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

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

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

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

Short-Term Ratings

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

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

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

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


                                       B-5



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

DUFF & PHELPS

FIXED INCOME SECURITIES

Investment Grade

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

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

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

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

High Yield Grade

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

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

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

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

CERTIFICATES OF DEPOSIT RATINGS

Category 1: Top Grade

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


                                       B-6



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

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

Category 2: Good Grade

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

Category 3: Satisfactory Grade

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

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


                                      B-7