UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- FORM N-CSR -------- CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES INVESTMENT COMPANY ACT FILE NUMBER 811-01911 SCHRODER CAPITAL FUNDS (DELAWARE) (Exact name of registrant as specified in charter) -------- 875 Third Avenue, 22nd Floor New York, NY 10022 (Address of principal executive offices) (Zip code) Schroder Capital Funds (Delaware) P.O. Box 8507 Boston, MA 02266 (Name and address of agent for service) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 1-800-464-3108 DATE OF FISCAL YEAR END: OCTOBER 31, 2008 DATE OF REPORTING PERIOD: OCTOBER 31, 2008 ITEM 1. REPORTS TO STOCKHOLDERS. SCHRODER MUTUAL FUNDS OCTOBER 31, 2008 ANNUAL REPORT Schroder International Alpha Fund Schroder International Diversified Value Fund Schroder Emerging Market Equity Fund Schroder U.S. Opportunities Fund Schroder U.S. Small and Mid Cap Opportunities Fund Schroder North American Equity Fund Schroder Total Return Fixed Income Fund Schroder Multi-Asset Growth Portfolio (SCHRODERS LOGO) SCHRODER MUTUAL FUNDS December 23, 2008 Dear Shareholder: We are pleased to provide the Annual Report to shareholders of the Schroder Mutual Funds, which covers the 12 months ended October 31, 2008. The Report includes information designed to help you understand the status of your investment -- the Management Discussion and Analysis prepared by portfolio managers explains how they put your money to work in various markets; the Schedules of Investments give you a point-in-time picture of the holdings in your fund; and additional information includes a detailed breakdown of other financial information. We encourage you to read the Report and thank you for making Schroders part of your financial plan. The 12 months under review were extremely volatile for investors across all asset classes. U.S. and international markets moved significantly lower as the global economy was shaken over the credit crunch that began in the U.S. What began as a problem for a niche area of the American mortgage market spiraled into a global crisis that has dominated headlines around the world. The credit crunch is no longer just a concern for financial institutions and politicians, but an event with real implications for the consumer. Indeed, the reporting period saw house prices falling, the cost of borrowing rising and concerns about job security mounting, leading to consumer confidence reaching its lowest ebb since the early 1990s. The effect of this is beginning to show -- retail sales in the U.S. have fallen followed by a sharp fall in UK sales. The U.S. Federal Reserve (the "Fed") moved aggressively to inject liquidity into financial markets and bolster confidence in the financial system. However, the Fed's actions have not led to real economic stimulation. This is evidenced by the fact that banks are still cautious in extending credit to borrowers. Central banks elsewhere also stepped up liquidity operations, but generally the banking sector stayed risk averse as judged from the spreads between money market and official rates. The ripple effect can be felt across the globe. In the U.S., the financial world witnessed the collapse of some of banking's biggest players. Lehman Brothers, Bear Stearns, Washington Mutual, Fortis and HBOS were just some of the names to fall victim to the ongoing turmoil in the face of insurmountable debts. This led to the U.S. Government passing the $700 billion Troubled Asset Relief Program ("TARP"). During the reporting period, credit became much tighter to come by for the consumer, even for those with the strongest credit ratings. Banks drastically scaled back on home equity lines and credit card companies have imposed lower limits and higher minimum balance payments. Even students have been adversely affected as lending institutions have limited finance options. Downgrading of bond insurers had a major effect on the municipal bond market. In addition, with the U.S. economy in recession, worries about job security are stifling the urge to spend. Finally, rising unemployment and staggered income growth continue to lead to higher delinquency rates and charge-offs that in turn has led to tighter credit restraints. In Europe, equity markets have experienced almost unprecedented levels of volatility in the past 12 months. Prior to the onset of the global credit crunch in the second quarter of 2007, Europe boasted the economic ingredients for stellar growth: M&A activity was robust and corporate earnings enjoyed particularly strong momentum. It was inevitable that this sustained period of growth would have to revert to the mean, and we are now seeing this strong growth environment being replaced with one of caution, as the global financial crisis seeps into the real economy and Europe faces the onset of recession. The European economy is facing some strong headwinds. Along with other regions around the world, European markets have been hit hard by reverberations from the U.S. sub-prime mortgage market meltdown and the aftershocks are likely to be felt well into 2009. Unsurprisingly, in view of the above, earnings growth drivers for European companies are weakening. Following outstanding earnings growth over the past few years, the reporting period saw companies entering a period of declining growth and profitability. Fears of a global recession during the past few months have contributed to a significant fall in the price of oil and other commodities. This has served to ease inflationary pressures and leaves the European Central Bank ("ECB") open to make substantial interest rate cuts. In addition to the recent government-led bank bail-outs, huge fiscal stimulus packages are being discussed and drawn up across Europe, and governments are now taking unprecedented action in response to potential deflationary pressures. Asian equities have been amongst the hardest hit by the market turmoil during the past 12 months. With the dramatic unfolding of events in the ongoing credit crisis, Asian equities remained under significant pressure as the de-leveraging process in the global financial system continues to unravel. While the region has a relatively small direct exposure to the credit crunch, it has been caught up in the contagion leading to a de-rating in Asian equities. As we move into 2009, we expect growth to slow further and earnings to disappoint as slowing external demand feeds through to export-intensive Asia. Of the two, earnings disappointment poses the greater risk. Although there has been a raft of revision downgrades in the year to date, consensus expectations are still far too optimistic and we would not be surprised to see a further leg down -- particularly with respect to manufacturing companies as high input costs squeeze margins and as sluggish sales impact profitability. Corporate earnings growth could very likely turn negative. 1 SCHRODER MUTUAL FUNDS A global recession now seems unavoidable with the UK, the U.S. and Europe all reporting declines in economic growth; and it's not just the developed world that is affected -- emerging markets growth is also slowing as investors seek the perceived safe haven of more economically mature markets. It would, indeed, appear that no economy is immune from this downturn. As such, we now expect economic growth to fall by 1.5% in the U.S. and by 2% in the UK next year, and by 0.5% in Europe. We also anticipate emerging market growth slowing to 4% -- from over 6% last year. On a more positive note, falling commodity prices and weakening global demand for goods and services should result in a significant drop in inflation over the coming months. This should eventually bring relief to the world's financial markets and pave the way for further interest rate cuts. Indeed, as demonstrated by the Bank of England's recent surprise 1.5% cut, interest rates may fall even further than initially suspected. We now believe that UK and European interest rates will fall below 3% by the end of next year. The Fed, in an historic move, lowered its target for the InterBank federal funds rate to a range of zero to 0.25%, a record low, from 1.00%, and said it was willing to keep rates low for an extended period. This should allow for a modest recovery in 2010. In this type of environment, we believe that the long-term investor who maintains a diversified portfolio -- both across asset classes and geographic borders -- should be able to weather the bumpy periods better than those who have high concentrations in one or two sectors. We encourage you to consult with your financial advisor to ascertain whether your current mix of investments is suitable for your long-term objectives. Again, we thank you for including Schroders in your financial plan and we look forward to our continued relationship. Sincerely, /s/ Mark A. Hemenetz Mark A. Hemenetz, CFA President THE VIEWS EXPRESSED IN THE FOLLOWING REPORT WERE THOSE OF EACH RESPECTIVE FUND'S PORTFOLIO MANAGEMENT TEAM AS OF THE DATE SPECIFIED, AND MAY NOT REFLECT THE VIEWS OF THE PORTFOLIO MANAGERS ON THE DATE THIS ANNUAL REPORT IS PUBLISHED OR ANY TIME THEREAFTER. THESE VIEWS ARE INTENDED TO ASSIST SHAREHOLDERS OF THE FUNDS IN UNDERSTANDING THEIR INVESTMENT IN THE FUNDS AND DO NOT CONSTITUTE INVESTMENT ADVICE; INVESTORS SHOULD CONSULT THEIR OWN INVESTMENT PROFESSIONALS AS TO THEIR INDIVIDUAL INVESTMENT PROGRAMS. CERTAIN SECURITIES DESCRIBED IN THESE REPORTS MAY NO LONGER BE HELD BY THE FUNDS AND THEREFORE MAY NO LONGER APPEAR IN THE SCHEDULES OF INVESTMENTS AS OF OCTOBER 31, 2008. 2 SCHRODER INTERNATIONAL ALPHA FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 4, 2008) PERFORMANCE In the 12 months ended October 31, 2008, the Schroder International Alpha Fund (the "Fund") fell 48.95% (Investor Shares) and 49.04% (Advisor Shares) compared to the Morgan Stanley Capital International EAFE Index (the "Index"), a broad-based basket of international stocks, which fell 46.63% during this same period. MARKET BACKGROUND International equity markets moved significantly lower over the past 12 months, dragged down by two forces. One was the acceleration of the credit crunch, with the shape of the global financial system in the process of being altered as a result. Lending conditions remained tight and credit spreads widened further. Banks as well as other businesses and consumers found it difficult to obtain financing. Central banks cut interest rates aggressively, continued to inject liquidity into the financial system and some regulators, as in the U.S., went as far as restricting the practice of short-selling. Given the uncertainty in the market, volatility is at all-time highs. The economic environment clearly deteriorated sharply in the summer when companies globally 'hit the wall' as banks stopped lending and cash hoarding escalated. This turned what was set to be a 'strong slowdown' in economic growth into a full-blown recession. Given this developing scenario, governments in the U.S., the UK and Europe announced large recapitalization plans. Under the general terms of the various plans, banks were offered capital in exchange for common and preference shares. Some were more attractive than others, but they all had similar goals -- to raise confidence in the financial system and, crucially, to get banks lending again. The other force driving markets lower in the period involved a sell-off in resource stocks. While long-term economic prospects for infrastructure spending globally remains strong, the acceleration of global economic weakness after September drove material stocks sharply lower. While oil prices reached an all-time high of $147 per barrel in July, they fell dramatically for the rest of the period. This correction in commodity prices was exacerbated by leveraged investors, especially hedge funds, becoming forced sellers. Those weaker commodity prices, however, have had a positive influence on inflation as their retracements deflated inflationary fears. Given this market backdrop, the financial sector was the weakest performer in the Index, followed closely by material stocks, especially mining. The deteriorating outlook for the global economy also had an adverse impact on industrials and technology stocks. The strongest-performing sectors were defensives, given their attractiveness in uncertain times, and the best of these were consumer staples and health care. PORTFOLIO REVIEW Performance over the last 12 months was behind the benchmark, due to the impact of the severe market rotation out of resource-related stocks. From a regional perspective, our holdings in the UK, continental Europe and the Pacific ex-Japan were most beneficial for performance. However, these were negated by our limited exposure to emerging markets and Canada, as well as an underweight position in Japan, where we are finding it difficult to find growth. Across the Fund's portfolio, the technology and financial sectors contributed most to returns, while industrials, energy and utilities detracted most. Within the technology sector, our contrarian view on names such as HYNIX SEMICONDUCTOR and TAIWAN SEMICONDUCTOR MANUFACTURING benefited Fund returns. Software company AUTONOMY also performed well, as it won a number of large contracts from banks looking to safeguard against credit-related litigation, while Japan-based entertainment software developer SQUARE-ENIX was another contributor, driven by the strength of its new product releases. Our underweight exposure to financials was helpful in the period, as was overall stock selection, such as our holding in UK motor insurance provider ADMIRAL, which held up relatively well. Many of our defensive positions in other sectors also worked well, like pharmaceutical company ROCHE and consumer staple groups NESTLE and UNILEVER. In the material sector, our overweight stance detracted from returns, but much of this was compensated for by strong stock selection within the sector. For instance, we were rewarded for retaining only a very small exposure to the mining industry, while some of our climate-change-related holdings also proved beneficial, including SYNGENTA (crop protection) and LINDE (industrial gases). In addition, despite market worries about high input costs, REXAM, the UK-based beverage can and packaging company was able to maintain margin levels and proved to be defensive. At the other end, DAEWOO SHIPBUILDING headed the list of detractors as the market became increasingly concerned that a combination of the credit crunch and lower commodity prices could see some contracts cancelled. Worries about weaker global demand also weighed on our holdings in steel companies THYSSEN KRUPP and ARCELOR MITTAL. Other detractors included telecommunication provider TELENOR and property company KEPPEL LAND. 3 SCHRODER INTERNATIONAL ALPHA FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 4, 2008) OUTLOOK We expect that the strong trend of consumer and financial sector de-leveraging combined with the re-leveraging of government balance sheets will continue to unroll. There are several key questions going forward, however. One relates to the speed of adjustment in the global dislocation of the de-leveraging process. While a rapid adjustment may seem appropriate from a capital markets perspective, its economic and social consequences are unacceptable from most political viewpoints, and governments have tried to cushion this via various actions since the intensification of the crisis in September. Central banks and governments are taking extraordinary steps, but a stabilisation in the impact of the 'negative multiplier effect' of de-leveraging will take time. A second question is if the sharp economic deceleration leads to deflationary trends. The market until recently focused on inflation, but it is clear that with a sharp slowdown, increased idle capacity and higher unemployment, the immediate impact might be deflation, despite high liquidity injections by governments around the world. A deflationary environment is not bad when it brings more buying power to consumers in difficulty, but it can be treacherous if it turns into 'wait and see' consumption patterns in dysfunctional financial systems and recessionary environments. A third question relates to the impact on the developing economies of the credit crunch and, potentially, one of the worst recessions in 30 years in the developed markets. Emerging economies are in a stronger financial position than in the past, with a current account surplus of US$785 billion this year, and foreign debt having fallen to 24% of GDP, but they are exposed to the misfortunes of the West via trade and capital. Governments in a few key emerging markets economies, however, should be able to support their domestic economies via large infrastructure programs and stimulate consumer and corporate spending through monetary and fiscal policies. China, for example, which represented close to 30% of world economic growth in 2007, has announced a package close to US$600 billion focused on infrastructure, property and fiscal stimulus for the domestic consumer to be spent by 2010. Clearly, one of the key priorities for governments globally is to get banks lending again. It is essential to see liquidity becoming accessible for companies. So far, loan surveys have yet to show any signs of revival and bank nationalisations may have further to go if this continues. Another key indicator to watch is U.S. property prices, as a stabilisation would help restore some confidence and might entice banks to lend again. In this environment, and from a global perspective, we continue to focus on quality, in terms of a company's balance sheet, such as having a strong cash flow and low Net Debt to Equity position. Strong management teams are also key for vision and leadership, and corporate governance will be an essential differentiator. We also seek attractively priced companies with positive earnings growth. In an environment of slower global economic growth, markets will pay up for companies delivering earnings growth, especially if it is visible and sustainable. While it is very difficult in the midst of ongoing short-term negative news, it is essential to frame stock selection within a medium-term time horizon to avoid being trapped in the fear-induced panic that markets create in such a volatile environment. Understanding key long-term trends that will have a strong impact on the sustainability of growth in earnings in companies around the world is helpful. Between now and 2050, the world's population is predicted to grow by a staggering three billion people -- a 50% increase. Importantly, demographic trends over the next 40 years will be characterized by three major trends. First, most population growth will take place in emerging economies, and urbanization will be a by-product. Second, the variation in percentage of 35-54 year olds in various countries will drive GDP growth and shift in consumption patterns. Third, increasing longevity means people could have to extend their working lives and provide for their own retirement and long-term health care. Global climate change is another secular growth driver that we believe will continue supporting both the medium and longer-term earnings of certain companies. Impacts on food supply and weather patterns on insurance and property prices (as well as banks) in major cities are all key items to monitor and anticipate. This is in order to understand better the operating environment for the corporate world. This will lead, once the most intense part of the current crisis is behind us, to an acceleration of governments' plans to reduce harmful carbon emissions, and the need for large infrastructure investments to mitigate and adapt to those harmful changes. We believe companies with goods and services benefiting from those trends will have more sustainable earnings and, while some are currently neglected in the market, current share price weakness offers strong opportunities, in our opinion. 4 SCHRODER INTERNATIONAL ALPHA FUND COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE SCHRODER INTERNATIONAL ALPHA FUND -- INVESTOR AND ADVISOR SHARES VS. THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) EAFE INDEX. (PERFORMANCE GRAPH) Schroder Schroder International International Alpha Fund, Alpha Fund, MSCI EAFE Investor Shares Advisor Shares Index --------------- -------------- --------- 10/31/98 $10,000 $10,000 $10,000 10/31/99 12,182 12,154 12,303 10/31/00 13,158 13,094 11,947 10/31/01 9,874 9,801 8,969 10/31/02 8,176 8,100 7,784 10/31/03 10,028 9,906 9,888 10/31/04 11,363 11,202 11,751 10/31/05 13,573 13,340 13,877 10/31/06 17,625 17,303 17,696 10/31/07 22,451 21,960 22,105 10/31/08 11,462 11,190 11,798 The MSCI EAFE Index is a market weighted index composed of companies representative of the market structure of certain developed market countries in Europe, Australia, Asia and the Far East, and reflects dividends reinvested net of non-recoverable withholding tax. PERFORMANCE INFORMATION One Year Ended Five Years Ended Ten Years Ended October 31, 2008 October 31, 2008 (b) October 31, 2008 (b) ---------------- -------------------- -------------------- Schroder International Alpha Fund (a) -- Investor Shares ..................... (48.95)% 2.71% 1.37% Advisor Shares ...................... (49.04)% 2.47%(c) 1.13%(c) (a) Effective April 1, 2006, the advisory fee of the Fund increased to 0.975% per annum. If the Fund had paid such higher fees during prior periods, the returns of the Fund would have been lower. (b) Average annual total return. (c) The Advisor Shares commenced operations on May 15, 2006. The performance information provided in the above table for periods prior to May 15, 2006 reflects the performance of the Investor Shares of the Fund, adjusted to reflect the distribution fees paid by Advisor Shares. "TOTAL RETURN" SHOWN ABOVE IS CALCULATED INCLUDING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RESULTS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. RETURNS FOR CERTAIN PERIODS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THAT PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN AN INVESTOR'S ORIGINAL COST. TOP 5 HOLDINGS SECURITY* % OF INVESTMENTS - --------- ---------------- Vodafone Group 3.5% Roche Holding 3.5 Admiral Group 3.4 Nestle 3.1 E.ON 2.6 * Excludes any Short-Term Investments. GEOGRAPHIC ALLOCATION (PIE CHART) % of Investments ---------------- Continental Europre 35.6% Emerging Markets 21.8 United Kingdom 21.7 Japan 9.6 Pacific ex-Japan 5.2 North America 3.5 Short-term Investement 2.6 5 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 4, 2008) PERFORMANCE In the 12-months ended October 31, 2008, the Schroder International Diversified Value Fund (the "Fund") fell 50.61% (Investor Shares) and 50.78% (Advisor Shares) compared to the Morgan Stanley Capital International EAFE Index (the "Index"), a broad-based basket of international stocks, which fell 46.63% during this same period. MARKET BACKGROUND International equity markets fell dramatically in the 12-month period ending October 31, 2008, as the collapse of the U.S. sub-prime mortgage market led to a global credit crunch, pushing several of the world's largest economies close to a recession and fuelling anxiety over the outlook for corporate earnings growth. Volatility increased significantly in this environment; the Chicago Board's VIX Index, a widely followed gauge of fear in the U.S. stock market, hit a succession of historic highs towards the end of the review period. This was accompanied by a flight to quality as investors sought protection against the turmoil in equity markets in more defensive sectors and asset classes. Financials stocks declined significantly as the global liquidity crisis resulted in the collapse of several major financial institutions. The materials sector also underperformed as commodity prices declined and investors downgraded their expectations for future demand growth as the global economy slowed. PORTFOLIO REVIEW The Fund is managed using a bottom-up approach taking an index unconstrained approach to international stock investing. The Fund's composition can differ quite markedly from market cap weighted indices, therefore, and it can experience large deviations in relative performance in the short term. The Fund's return lagged the Index over the 12-month period. The Fund's comparatively low weights in the consumer staples and health care sectors, both of which performed comparatively well, proved most detrimental. The Fund was underweight both due to the higher weight concentration in mega cap stocks of these sectors in the Index as well as limited value opportunities within these defensive sectors. Holdings in European consumer stocks, especially continental European autos (RENAULT, PEUGEOT), UK house-builders (TAYLOR WIMPEY, PERSIMMON) and retailers (KESA ELECTRICALS, DSG INTERNATIONAL), and the Fund's exposure to real estate investment trusts (REITs) within the financials sector also detracted from performance. Positive contributors to performance in the review period included the Fund's exposure to the materials sector as it avoided under-performing mining companies and benefited from good relative returns from paper stocks (NIPPON PAPER, HOLMEN, STORA ENSO). Telecommunications also added value, particularly stocks in Canada (TELUS) and the emerging markets (Brazil's TELESP and Poland's TPSA). OUTLOOK Recent economic data have indicated that all major economies are decelerating and the world is heading into a recession but there remains considerable uncertainty over the likely depth and duration of the downturn. Traditional investment strategies tend to struggle as risk aversion increases because investors' time horizons shorten. The portfolio management team regards value returns as a risk premium earned by strong-willed investors who are prepared to take a long term view, and continue to attempt to position the Fund to capture significant return opportunities when market conditions stabilize. 6 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND -- INVESTOR AND ADVISOR SHARES VS. THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) EAFE INDEX. (PERFORMANCE GRAPH) Schroder Schroder International International Diversified Diversified Value Fund, Value Fund, Investor Advisor MSCI EAFE Shares Shares Index ------------- ------------- --------- 8/30/06 $10,000 $10,000 $10,000 10/31/06 10,540 10,530 10,407 10/31/07 13,866 13,827 13,000 10/31/08 6,848 6,805 6,938 The MSCI EAFE Index is a market weighted index composed of companies representative of the market structure of certain developed market countries in Europe, Australia, Asia and the Far East, and reflects dividends reinvested net of non-recoverable withholding tax. PERFORMANCE INFORMATION One Year Annualized Ended Since October 31, 2008 Inception (a) ---------------- ------------- Schroder International Diversified Value Fund -- Investor Shares ......... (50.61)% (16.01)% Advisor Shares .......... (50.78)% (16.26)% (a) From commencement of Fund operations on August 30, 2006. "TOTAL RETURN" SHOWN ABOVE IS CALCULATED INCLUDING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RESULTS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. RETURNS FOR CERTAIN PERIODS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THAT PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN AN INVESTOR'S ORIGINAL COST. TOP 5 HOLDINGS SECURITY* % OF INVESTMENTS - --------- ---------------- Sanofi Aventis 0.5% Royal KPN 0.5 Honda Motor 0.5 GlaxoSmithKline 0.5 TELUS 0.5 * Excludes any Short-Term Investments. GEOGRAPHIC ALLOCATION (PIE CHART) % of Investments ---------------- Continental Europe 39.0% Japan 21.5 Emerging Markets 16.7 United Kingdom 9.3 North America 7.0 Pacific ex-Japan 5.3 Short-Term Investment 1.2 7 SCHRODER EMERGING MARKET EQUITY FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF NOVEMBER 26, 2008) PERFORMANCE In the 12 months ended October 31, 2008, the Schroder Emerging Market Equity Fund (the "Fund") declined 55.18% (Investor Shares) and 55.25% (Advisor Shares), compared to the Morgan Stanley Capital International Emerging Markets Index (the "Index"), a broad-based basket of emerging market stocks, which fell 56.35% during this same period. MARKET BACKGROUND Emerging markets fell sharply in what was a difficult period for stock markets globally. Performance was particularly weak in the latter half of the period as concerns grew about the global economic outlook, while commodity price weakness was a negative for several emerging market countries. Investor confidence was also hit by severe difficulties at several large financial institutions in the U.S. and Europe associated with the ongoing problems in global credit markets (including the collapse of Lehman Brothers). Globally, governments and central banks intervened with bank rescue packages and interest rate cuts. In other developments, the Fed announced temporary reciprocal currency arrangements (swap lines) with Brazil, Mexico, South Korea and Singapore. The International Monetary Fund ("IMF") also announced the creation of a new facility that can be drawn on by emerging market countries with a track record of sound macro-economic policies. All global emerging equity markets were down sharply over the period. The energy-dominated Russian market was the weakest performer. The weakening of oil prices over the period was a negative as were concerns about tightening liquidity conditions and domestic inflation, while risk premiums in Russia have increased, given investor concerns about the political and corporate governance environment. Hungary and Turkey also underperformed. The Turkish market is particularly sensitive to changes in risk appetite, while increased domestic political tensions were also a negative for a significant part of the period. However, these subsided later in the period following the Turkish Constitutional Court's decision to reject a motion to ban the ruling AKP. Hungary was also among the weakest performers, with its market falling particularly sharply in the latter part of the period. The Hungarian central bank surprised the markets with a 300 basis point increase in interest rates towards the end of the period, following a sharp fall in the country's currency (the forint). In other developments, the IMF, EU and World Bank offered Hungary a US$25 billion bail-out package, to help Hungary cover external debt maturities and any balance of payments deficits/government borrowing shortfalls. In Asia, India and Indonesia were the weakest performers. India underperformed despite strong growth data as inflation started to rise and valuations looked increasingly expensive relative to other markets. The Indonesian market fell particularly sharply in the latter half of the period with concerns over the country's sizeable external debt burden having a negative impact as did commodity price weakness. In Latin America, Brazil was the weakest performer, with weakness among commodity-related stocks impacting performance in the latter half of the period. Israel was among the better performing emerging markets, outperforming the Index by a wide margin, while Chile, Colombia and Malaysia also outperformed. Chile performed relatively well despite the Chilean central bank aggressively tightening monetary policy to counter an inflation rate which is well above target, while Malaysia outperformed due to factors including low levels of foreign ownership of this market and the country's large current account surplus. In Colombia, developments over the period included the government announcing the removal of capital controls for equity and fixed income investments. PORTFOLIO REVIEW Fund performance was ahead of the benchmark index over the period. The Fund's cash exposure added value, given the weak market conditions over the period. Stock selection in China, Korea, Taiwan and Thailand also added value, as did the underweight to the Indian and Brazilian markets, which underperformed. On the negative side, our stock selection in Brazil held back relative returns, as did our underweight to Mexico, which outperformed. An underweight in South Africa, which outperformed, also had a negative impact. OUTLOOK The outlook for global GDP growth has deteriorated sharply in recent months. Prospects for economic growth, particularly in the U.S., Europe and Japan, have worsened due to the virtual freezing up of credit markets. Liquidity has dried up and banks appear to be unwilling to lend. We now expect negative GDP growth in the U.S. and Europe next year, OECD GDP of -1.0% and global growth of just 0.4% in 2009. Moreover, the recovery is likely to be modest. Our 2010 global GDP forecast is 1.9% which is well below the long term average of around 3%. Given this scenario, GDP in the emerging world will also slow, but remain above that 8 SCHRODER EMERGING MARKET EQUITY FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF NOVEMBER 26, 2008) of the developed economies, where deleveraging is likely to be protracted. The deteriorating growth outlook has led to further weakness in oil and other commodity prices as worries mount that slowing emerging growth combined with recession in the developed world will result in reduced demand for materials and energy. Deleveraging is also likely to result in further downward pressure on commodity prices. GDP growth in the emerging world is expected to slow from 6.3% in 2008 to 4.2% in 2009 before recovering to 5.0% in 2010. We do not believe that the deterioration in growth prospects for 2009 and 2010 has been fully discounted by markets, particularly in terms of earnings expectations. Therefore, we are maintaining our cautious stance. However, following the sell-off in recent weeks valuations look particularly attractive. The current forward P/E ratio for global emerging markets is around 7.5X versus the longer term average of around 13X. As noted above, valuations may be flattered by overly optimistic earnings forecasts, but emerging markets still appear cheap even if downgrades are factored in. Furthermore, the emerging economies are less dependent on the developed world for growth as domestic demand and trade between the emerging countries become increasingly important. Economic fundamentals are also strong so fiscal spending can be used to counteract any slowdown. Finally, debt levels in emerging markets are generally modest and they are not suffering from the deleveraging that will impact the developed markets for some time to come. Rather, apart from a few exceptions, we believe they are experiencing a short-term liquidity squeeze. We therefore expect the emerging economies to lead the global recovery. Against this background, emerging markets are likely to remain volatile in the near term but should deliver strong returns over the medium term. 9 SCHRODER EMERGING MARKET EQUITY FUND COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE SCHRODER EMERGING MARKET EQUITY FUND -- INVESTOR AND ADVISOR SHARES VS. THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) EMERGING MARKETS INDEX. (PERFORMANCE GRAPH) Schroder Schroder Emerging Emerging Market Market Equity Equity MSCI Fund, Fund, Emerging Investor Advisor Markets Shares Shares Index -------- -------- -------- 3/31/06 $10,000 $10,000 $10,000 10/31/06 10,550 10,530 10,510 10/31/07 17,987 17,910 17,639 10/31/08 8,062 8,015 7,700 The MSCI Emerging Markets Index is an unmanaged market capitalization index of companies representative of the market structure of emerging countries in Europe, the Middle East, Africa, Latin America and Asia. The Index reflects actual buyable opportunities for the non-domestic investor by taking into account local market restrictions on share ownership by foreigners. PERFORMANCE INFORMATION One Year Annualized Ended Since October 31, 2008 Inception (a) ---------------- ------------- Schroder Emerging Market Equity Fund -- Investor Shares ..... (55.18)% (8.00)% Advisor Shares ...... (55.25)% (8.21)% (a) From commencement of Fund operations on March 31, 2006. "TOTAL RETURN" SHOWN ABOVE IS CALCULATED INCLUDING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RESULTS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. RETURNS FOR CERTAIN PERIODS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THAT PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN AN INVESTOR'S ORIGINAL COST. TOP 5 HOLDINGS SECURITY* % OF INVESTMENTS - --------- ---------------- OAO Gazprom ADR 4.3% China Mobile 3.7 Taiwan Semiconductor Manufacturing 3.5 Petroleo Brasileiro ADR 2.8 HON HAI Precision Industry GDR 2.3 * Excludes any Short-Term Investments. GEOGRAPHIC ALLOCATION (PIE CHART) % of Investments ---------------- Asia/Far East 54.2% Latin America 16.9 Europe 14.8 Africa 5.5 Mid-East 4.7 Short-Term Investment 3.9 10 SCHRODER U.S. OPPORTUNITIES FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 4, 2008) PERFORMANCE In the 12-months ended October 31, 2008, the Schroder U.S. Opportunities Fund (the "Fund") fell 31.08% (Investor Shares) and 31.28% (Advisor Shares) compared to the Russell 2000 Index (the "Index"), a broad-based basket of stocks with characteristics similar to the Fund's portfolio, which fell 34.16% during this same period. MARKET BACKGROUND Overall, U.S. small cap stocks were in negative territory during the 12-month period under review. Volatility in the U.S. markets continued throughout the reporting period. PORTFOLIO REVIEW Stock selection in the technology and consumer staples sectors contributed to performance, but was offset by weaker picks in the autos and transportation and utilities sectors. A large cash balance (9.9% on average throughout the year) also contributed to returns. In the technology sector, SYNIVERSE HOLDINGS, a provider of technology and business solutions for the telecommunications industry, had a positive impact. The company announced strong second-quarter earnings of $20.4 million or 30 cents per share, which was ahead of sell-side analysts' expectations. From the consumer staples sector, UNITED NATURAL FOODS, a distributor of natural, organic and specialty foods added value to the portfolio. In the third-quarter, the company beat Wall Street's earnings expectations due to a 21% rise in revenue. In the autos and transportation sector, HORIZON LINES, a container shipping and integrated logistics company detracted from performance. Shares of the company fell when it reported a 24.3% drop in earnings in the second-quarter due to rising fuel costs earlier this year. At the sector level, our exposure to cash (averaging 9.9% over the period) was the largest single contributor to returns. Our overweight in the energy sector had a positive impact while our underweight in financial services hurt the portfolio. OUTLOOK These are clearly very volatile and worrying times. In the portfolio manager's history of managing small cap equities (over 25 years), Ms. Jones has never had to focus so much on the macro environment and the impact that it is having on the day-to-day operations of companies in the U.S. and on the stock market. In previous economic slowdowns, the portfolio management team used history as a guide and as a playbook for how to invest through the downturn. However, in the current slowdown investors are finding history to be a less useful benchmark as the world is much more globally integrated than it was in the past. With the sharp sell off we saw in October, valuations currently stand at considerable discounts to their long-term averages. Against this backdrop, the team is now finding many more compelling investment opportunities where they see significant appreciation potential over the next two or three years. In this environment we are remaining true to our bottom-up, fundamentally driven investment process and the team are actively searching for compelling new investment opportunities. We currently have several health care names on our "new ideas list" that are approaching valuations where they would be attractive buy candidates. We are also finding some interesting opportunities in the consumer discretionary sector where we feel the share prices are now factoring in an overly pessimistic outlook for certain companies. 11 SCHRODER U.S. OPPORTUNITIES FUND COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE SCHRODER U.S. OPPORTUNITIES FUND -- INVESTOR AND ADVISOR SHARES VS. THE RUSSELL 2000 INDEX. (PERFORMANCE GRAPH) Schroder U.S. Schroder U.S. Opportunities Fund, Opportunities Fund, Russell 2000 Investor Shares Advisor Shares Index ------------------- ------------------- ------------ 10/31/98 $10,000 $10,000 $10,000 10/31/99 10,891 10,867 11,487 10/31/00 15,328 15,256 13,486 10/31/01 15,836 15,719 11,774 10/31/02 14,266 14,126 10,411 10/31/03 18,850 18,617 14,926 10/31/04 22,811 22,471 16,677 10/31/05 25,379 24,939 18,692 10/31/06 30,880 30,287 22,426 10/31/07 37,062 36,272 24,506 10/31/08 25,545 24,927 16,134 The Russell 2000 Index is a market capitalization weighted broad based index of 2,000 small capitalization U.S. companies. PERFORMANCE INFORMATION One Year Ended Five Years Ended Ten Years Ended October 31, 2008 October 31, 2008 (c) October 31, 2008 (c) ---------------- -------------------- -------------------- Schroder U.S. Opportunities Fund (a)(b) -- Investor Shares ....................... (31.08)% 6.27% 9.83% Advisor Shares ........................ (31.28)% 6.01%(d) 9.56%(d) (a) The portfolio manager primarily responsible for making investment decisions for the Fund assumed this responsibility effective January 2, 2003. The performance results for periods prior to January 2, 2003 were achieved by the Fund under a different portfolio manager. (b) Effective May 1, 2006, the combined advisory and administrative fees of the Fund increased to 1.00% per annum. If the Fund had paid such higher fees during prior periods, the returns of the Fund would have been lower. (c) Average annual total return. (d) The Advisor Shares commenced operations on May 15, 2006. The performance information provided in the above table for periods prior to May 15, 2006 reflects the performance of the Investor Shares of the Fund, adjusted to reflect the distribution fees paid by Advisor Shares. "TOTAL RETURN" SHOWN ABOVE IS CALCULATED INCLUDING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RESULTS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. RETURNS FOR CERTAIN PERIODS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THAT PERIOD; ABSENT FEE WAIVERS AND/OR REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN AN INVESTOR'S ORIGINAL COST. TOP 5 HOLDINGS SECURITY* % OF INVESTMENTS - --------- ---------------- Reinsurance Group of America Class A 2.3% PSS World Medical 2.0 Waste Connections 2.0 KV Pharmaceutical Class A 2.0 Scientific Games Class A 2.0 * Excludes any Short-Term Investments. SECTOR ALLOCATION SECTOR % OF INVESTMENTS - --------- ---------------- Financial Services 17.1% Consumer Discretionary 16.5 Health Care 15.4 Technology 15.1 Materials & Processing 6.9 Other Energy 6.0 Producer Durables 5.0 Utilities 3.0 Consumer Staples 2.5 Autos & Transportation 1.8 Short-Term Investment 10.7 12 SCHRODER U.S. SMALL AND MID CAP OPPORTUNITIES FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 4, 2008) PERFORMANCE In the 12- months ended October 31, 2008, the Schroder U.S. Small and Mid Cap Opportunities Fund (the "Fund") fell 32.31% (Investor Shares) and 32.56% (Advisor Shares) compared to the Russell 2500 Index (the "Index"), a broad-based basket of stocks with characteristics similar to the Fund's portfolio, which fell 37.27% during this same period. The Fund's outperformance of the Index was driven by strong stock selection in the technology, financial services and autos and transportation sectors. Stock selection within the utilities and energy sectors detracted from relative performance during the 12-month period. MARKET BACKGROUND Overall, U.S. small and mid cap stocks were in negative territory during the 12-month period under review. Volatility in the U.S. market continued throughout the reporting period. PORTFOLIO REVIEW In the technology sector, CITRIX SYSTEMS which designs, develops and markets application delivery infrastructure solutions, had a positive impact on the Fund's performance. The company's shares rose on the back of the announcement of better-than-expected revenue and adjusted earnings for the third-quarter. Within the financial services sector, the Fund's portfolio benefited from owning two conservatively managed banks, CULLEN/FROST BANKERS and WESTAMERICA BANCORP. Both companies have had little to no exposure to the subprime mortgage market and have also maintained high credit quality. They both produced positive returns over the 12-month period. Over the same period, stock picks in the utilities and energy sectors detracted from performance. In the utilities sector, shares of TW TELECOM, a provider of managed network services tumbled as the economic slowdown put pressure on revenue. Likewise, shares of FOREST OIL, an oil and gas company, dropped with the fall of commodity prices. At the sector level, an average of 9.5% in cash was the largest single contributor to returns. Our underweight in autos, transportation and consumer discretionary added value while our underweight in financial services detracted. OUTLOOK These are clearly very volatile and worrying times. In the portfolio manager's history of managing small cap equities (over 25 years), Ms. Jones has never had to focus so much on the macro environment and the impact that it is having on the day-to-day operations of companies in the U.S. and on the stock market. In previous economic slowdowns, the portfolio management team used history as a guide and as a playbook for how to invest through the downturn. However, in the current slowdown investors are finding history to be a less useful benchmark as the world is much more globally integrated than it was in the past. With the sharp sell off we saw in October, valuations currently stand at considerable discounts to their long-term averages. Against this backdrop, the team is now finding many more compelling investment opportunities where they see significant appreciation potential over the next two or three years. In this environment we are remaining true to our bottom-up, fundamentally driven investment process and the team is actively searching for compelling new investment opportunities. We currently have several health care names on our "new ideas list" that are approaching valuations where they would be attractive buy candidates. We are also finding some interesting opportunities in the consumer discretionary sector where we feel the share prices are now factoring in an overly pessimistic outlook for certain companies. 13 SCHRODER U.S. SMALL AND MID CAP OPPORTUNITIES FUND COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE SCHRODER U.S. SMALL AND MID CAP OPPORTUNITIES FUND -- INVESTOR AND ADVISOR SHARES VS. THE RUSSELL 2500 INDEX. (PERFORMANCE GRAPH) Schroder U.S. Schroder U.S. Small and Mid Cap Small and Mid Cap Opportunities Fund, Opportunities Fund, Russell 2500 Investor Shares Advisor Shares Index ------------------- ------------------- ------------ 3/31/06 $10,000 $10,000 $10,000 10/31/06 10,250 10,230 10,077 10/31/07 12,567 12,530 11,358 10/31/08 8,506 8,450 7,125 The Russell 2500 Index is a market capitalization weighted broad based index measuring the performance of the 2500 smallest companies in the Russell 3000 Index, which represents approximately 20% of the total market capitalization of the Russell 3000 Index. PERFORMANCE INFORMATION One Year Annualized Ended Since October 31, 2008 Inception (a) ---------------- ------------- Schroder U.S. Small and Mid Cap Opportunities Fund -- Investor Shares ................................... (32.31)% (6.07)% Advisor Shares .................................... (32.56)% (6.31)% (a) From commencement of Fund operations on March 31, 2006. "TOTAL RETURN" SHOWN ABOVE IS CALCULATED INCLUDING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RESULTS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. RETURNS FOR CERTAIN PERIODS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THAT PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN AN INVESTOR'S ORIGINAL COST. TOP 5 HOLDINGS SECURITY* % OF INVESTMENTS - --------- ---------------- DaVita 3.8% Amdocs 3.2 iShares Russell Midcap Index Fund 3.1 Reinsurance Group of America Class A 2.9 Pactiv 2.6 * Excludes any Short-Term Investments. SECTOR ALLOCATION SECTOR % OF INVESTMENTS - ------ ---------------- Technology 15.9% Health Care 13.1 Consumer Discretionary 12.6 Financial Services 11.9 Materials & Processing 9.4 Utilities 7.8 Other Energy 4.9 Producer Durables 3.2 Autos & Transportation 2.4 Consumer Staples 0.8 Short-Term Investment 18.0 14 SCHRODER NORTH AMERICAN EQUITY FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 4, 2008) PERFORMANCE In the 12-months ended October 31, 2008, the Schroder North American Equity Fund (the "Fund") fell 34.81% (Investor Shares) and 35.08% (Advisor Shares) compared to the FTSE North American Index (the "Index"), a broad-based basket of North American stocks, which fell 36.49%. For the same twelve-month period, the S&P 500 Index fell by 36.10%. MARKET BACKGROUND North American equity markets fell dramatically in the 12-month period ended October 31, 2008, as the collapse of the U.S. sub-prime mortgage market led to a global credit crunch, pushing the U.S. and several other major economies close to a recession and fuelling anxiety over the outlook for corporate earnings growth. Volatility increased significantly in this environment; the Chicago Board's VIX Index, a widely followed gauge of fear in the U.S. stock market, hit a succession of historic highs towards the end of the review period. This was accompanied by a flight to quality as investors sought protection against the turmoil in equity markets in more defensive sectors and asset classes. Financials stocks declined significantly as the global liquidity crisis resulted in the collapse of several major financial institutions. The materials sector also underperformed as commodity prices declined and investors downgraded their expectations for future demand growth as the global economy slowed. PORTFOLIO REVIEW The Fund's portfolio consists of multiple small stock positions diversified across sectors and industries. The Fund invests in stocks offering a favorable combination of value, quality and momentum and sector weights versus the Index are tightly controlled to avoid concentrating risk. The Fund outperformed the Index over the 12-month period as a result of positive stock selection (the Fund outperformed or matched the benchmark in nine out of 10 sectors). Sector positioning had a neutral impact on performance, which is consistent with the Fund's risk controls. The Fund's positioning within the financials sector was the main contributor to outperformance. Its overweight positions in banks BB&T, WELLS FARGO and U.S. BANCORP added value and the Fund avoided underperforming thrifts. Within the consumer discretionary sector, the positive contributors included a bias towards specialty retailers at the expense of multi-line retailers, and good relative returns from restaurant chains YUM! BRANDS and MCDONALD'S. Performance was also helped by avoiding the mega cap auto manufacturers, which witnessed car sales plummeting and the credit crisis threatening companies with bankruptcy. Pharmaceuticals stocks (JOHNSON & JOHNSON, ABBOTT LABS) and mid and small cap energy equipment stocks (COMPLETE PRODUCTION SERVICES, GREY WOLF ) also added value. By avoiding underperforming internet and software stocks (EBAY, YAHOO!) the Fund also added value in the period. OUTLOOK Conditions are likely to remain challenging for North American equities with the ongoing deceleration in the U.S. economy and growing anxiety over the outlook for corporate earnings growth. The portfolio management team is able to take full advantage of heightened market volatility by analyzing over 3,000 North American stocks every day. The investment team's quantitative approach identifies stocks with value, quality and momentum characteristics. The Fund is constructed to attempt to perform well against its benchmark in all major market environments, with multiple investment strategies spread across many small stock positions and rigorous risk control. 15 SCHRODER NORTH AMERICAN EQUITY FUND COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE SCHRODER NORTH AMERICAN EQUITY FUND -- INVESTOR AND ADVISOR SHARES VS. THE STANDARD & POOR'S (S&P) 500 INDEX, AND THE FTSE NORTH AMERICAN (NA) INDEX. (PERFORMANCE GRAPH) Schroder North Schroder North American Equity Fund, American Equity Fund, S&P 500 FTSE NA Investor Shares Advisor Shares Index Index --------------------- --------------------- ------- ------- 9/17/03 $10,000 $10,000 $10,000 $10,000 10/31/03 10,280 10,278 10,261 10,278 10/31/04 11,348 11,308 11,228 11,331 10/31/05 12,536 12,459 12,207 12,552 10/31/06 14,547 14,408 14,201 14,695 10/31/07 16,740 16,520 16,269 17,155 10/31/08 10,914 10,725 10,396 10,896 The FTSE North American Index is a market capitalization value weighted composite index of over 700 U.S. and Canadian companies and reflects the reinvestment of dividends. The S&P 500 Index is a market capitalization value weighted composite index of 500 large capitalization U.S. companies and reflects the reinvestment of dividends. PERFORMANCE INFORMATION One Year Five Years Annualized Ended Ended Since October 31, 2008 October 31, 2008 (c) Inception ---------------- -------------------- ---------- Schroder North American Equity Fund -- Investor Shares (34.81)% 1.20% 1.72%(a) Advisor Shares (35.08)% 0.85%(b) 1.38%(b) (a) The Investor Shares commenced operations on September 17, 2003. (b) The Advisor Shares commenced operations on March 31, 2006. The performance information provided in the above table for periods prior to March 31, 2006 reflects the performance of the Investor Shares of the Fund, adjusted to reflect the distribution fees paid by Advisor Shares. (c) Average annual total return. "TOTAL RETURN" SHOWN ABOVE IS CALCULATED INCLUDING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RESULTS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN AN INVESTOR'S ORIGINAL COST. TOP 5 HOLDINGS SECURITY* % OF INVESTMENTS - --------- ---------------- Exxon Mobil 3.5% Procter & Gamble 1.9 General Electric 1.9 Microsoft 1.9 Johnson & Johnson 1.7 * Excludes any Short-Term Investments. SECTOR ALLOCATION SECTOR % OF INVESTMENTS - ------ ---------------- Manufacturing 41.8% Finance, Insurance and Real Estate 17.9 Short-Term Investment 9.1 Transportation, Communications, Electric, Gas and Sanitary Services 8.5 Retail Trade 7.6 Services 7.5 Mining 5.9 Wholesale Trade 1.4 Agriculture, Forestry and Fishing 0.2 Construction 0.1 16 SCHRODER TOTAL RETURN FIXED INCOME FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF OCTOBER 31, 2008) PERFORMANCE During the 12-months ended October 31, 2008, the Schroder Total Return Fixed Income Fund (the "Fund") rose 1.93% (Investor Shares) and 1.67% (Advisor Shares), compared to the Barclays Capital U.S. Aggregate Bond Index (the "Index"), a broad-based basket of U.S. debt securities, which rose 0.31% during this same period. The Fund owned fewer corporate bonds and more Treasuries than the benchmark, which contributed strongly to the Fund's outperformance. MARKET BACKGROUND The 12-months under review were volatile for bond investors as the U.S. entered recession and risk premiums rose sharply. Investors witnessed unprecedented conditions within the capital markets during the reporting period. The tremendous amount of deleveraging (i.e., the selling of assets to reduce positions financed with debt) in the financial system cast enormous downward pressure on asset prices ranging from housing to financial assets. The deleveraging effect also restricted the amount of liquidity and borrowing within the financial system as banks and other financial institutions were fearful of lending to one another and as banks tightened lending standards to businesses and to consumers. The sluggish and uncertain economic environment coupled with the downward technical pressure from forced selling caused an upheaval in the markets and proved to be a difficult environment for investors. The deleveraging impact coupled with investor panic led to the collapse of some of the largest and most well-known financial institutions. Mortgage giants Fannie Mae and Freddie Mac were taken over by the federal government as they were put under conservatorship status in early September. Shortly afterward, Lehman Brothers was forced into bankruptcy, and AIG had to be rescued with a sizeable government bailout package. Several other financial institutions, such as Washington Mutual and Merrill Lynch, were salvaged only by acquisitions from large well-capitalized banks. The turmoil extended to money market mutual funds as one of the nation's oldest money market funds, the Reserve Primary Fund, "broke-the-buck" and was forced into liquidation. These events led to the U.S. Treasury proposing the $700 billion Troubled Asset Relief Program ("TARP"), which is intended to buy distressed assets from financial institutions as well as provide capital injections to banks, among other innovative new initiatives from the Fed and the U.S. Treasury Department. Even after the first $250 billion in capital infusions provided by the $700 billion TARP, the credit crunch continued unabated as banks continued to stockpile liquidity and forego lending. PORTFOLIO REVIEW The Fund benefited most from its significant underweight to corporate credit, particularly its very low exposure to financials and economically sensitive industries. Indeed, all of the Fund's portfolio holdings in the financial sector are in large banks or institutions that we currently believe to be well-capitalized or institutions that are national champions or that we believe are "too big to fail." The Fund held no positions in the brokerage sector or in banks hit hard by losses from sub-prime mortgage lending such as Wachovia and Washington Mutual. The Fund's mortgage holdings are predominantly agency-issued mortgage-backed securities ("MBS") , which contributed favorably to returns through October. MBS exposure was trimmed into the rally following the Fannie Mae/Freddie Mac bailout package, and then was increased after spreads widened in subsequent weeks. The Fund's yield curve steepening strategy also added to performance as the front-end of the Treasury curve rallied more strongly than the long-end did. Modest detractors from Fund performance relative to its benchmark were its exposure to TIPS (treasury inflation protected securities) (now sold) and its overweight in commercial mortgage-backed securities ("CMBS") (which has now been trimmed). OUTLOOK Markets are transitioning from deleveraging and forced selling, which hurt all risk assets, and are now worrying about recession, which has a much bigger impact on the more leveraged assets. To this end, higher grade corporate and mortgage sectors are mostly priced for recession risks and beginning to look attractive. We have reduced our significant Treasury overweight to close to neutral in order to add exposure to MBS and large liquid corporate bonds. However, we believe it is still too early to take a very aggressive position, or to extend exposure to lower-rated issuers. The yield curve is likely to remain relatively steep. Short-term Treasury yields cannot decline much further with the Fed Funds rate at 1.0%, but Treasury funding pressures will keep longer-term yields from falling significantly. The Fund has a modest underweight in 30-year bonds in favor of intermediate maturities which benefit from good curve roll down. Duration is unlikely to deviate materially from neutral. 17 SCHRODER TOTAL RETURN FIXED INCOME FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF OCTOBER 31, 2008) Prolonged periods of wealth creation built upon leverage have always been followed by periods of wealth destruction as credit is withdrawn. Just as with the Fannie Mae/Freddie Mac support package, the $700 billion TARP provides some relief to the symptoms of the current financial crisis, but does not address the underlying problems caused by years of over-borrowing and spending. We believe these packages nonetheless help with the reallocation of risky assets into stronger hands, and reduce the chances of the credit crunch unfolding into a more serious and prolonged recession. In addition, the Federal Reserve is now flooding the financial market with liquidity through their lending programs in order to prevent a further deterioration in lending conditions. While there are still fundamentally difficult problems to be solved before the economy can recover, the steps taken by the U.S. government should soon put an end to the panic selling of September and October. Tighter bank lending conditions will be a problem for industrial companies as well as consumers. Lower-rated companies in cyclical industries are likely to be impacted most negatively as their profit margins are squeezed and it becomes more difficult to service their high debt burden. Although credit fundamentals will remain quite challenging in coming months, the rapid increase in corporate bond yield spreads now provides more adequate compensation for such risks. We expect to add credit exposure in the coming months, primarily by buying new issues priced at material concessions to outstanding bonds and by buying corporate bonds during waves of volatility. 18 SCHRODER TOTAL RETURN FIXED INCOME FUND COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE SCHRODER TOTAL RETURN FIXED INCOME FUND -- INVESTOR AND ADVISOR SHARES VS. THE BARCLAYS CAPITAL U.S. AGGREGATE BOND INDEX. (PERFORMANCE GRAPH) Barclays Capital U.S. Schroder Total Return Schroder Total Return Aggregate Bond Index Fixed Income Fund, Fixed Income Fund, (formerly known as the Lehman Investor Shares Advisor Shares U.S. Aggregate Bond Index) --------------------- --------------------- ----------------------------- 12/31/04 $10,000 $10,000 $10,000 10/31/05 10,151 10,130 10,102 10/31/06 10,649 10,592 10,626 10/31/07 11,170 11,072 11,197 10/31/08 11,386 11,258 11,232 The Barclays Capital U.S. Aggregate Bond Index is a widely used measure of short-term debt returns. It is not managed. PERFORMANCE INFORMATION One Year Annualized Ended Since October 31, 2008 Inception (a) ---------------- ------------- Schroder Total Return Fixed Income Fund -- Investor Shares ....................... 1.93% 3.44% Advisor Shares ........................ 1.67% 3.14% (a) From commencement of Fund operations on December 31, 2004. "TOTAL RETURN" SHOWN ABOVE IS CALCULATED INCLUDING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RESULTS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. RETURNS FOR CERTAIN PERIODS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THAT PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN AN INVESTOR'S ORIGINAL COST. TOP 5 HOLDINGS SECURITY % OF INVESTMENTS - -------- ---------------- FHLMC 3.125%, 10/25/10 12.3% FNMA 6.000%, 09/01/38 6.8 FNMA 5.000%, 06/01/35 5.2 Barclays Capital 2.648%, 11/26/08 4.8 FNMA 5.000%, 11/01/35 4.6 SECTOR ALLOCATION SECTOR % OF INVESTMENTS - ------ ---------------- U.S. Government Mortgage-Backed Obligations 46.4% U.S. Government Agency Obligations 14.2 Corporate Obligations 13.6 U.S. Treasury Obligations 9.1 Commercial Mortgage-Backed Obligations 7.2 Commercial Paper 4.8 Collateralized Mortgage Obligations 3.6 Asset-Backed Securities 0.1 Short-Term Investment 1.0 19 SCHRODER MULTI-ASSET GROWTH PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 4, 2008) PERFORMANCE The Schroder Multi-Asset Growth Portfolio (the "Fund") was launched and commenced trading on December 20, 2007. In the period from inception through October 31, 2008, the Fund declined 29.90% (Investor Shares), 30.00% (Advisor and Class A Shares) and 30.20% for Class R Shares. This is compared to the Consumer Price Index ("CPI" or "the Index", specifically, the CPI for All Urban Consumers), which rose by 3.09% and the MSCI World Index, a market-weighted index designed to measure the equity market performance of developed markets, which declined by 37.30% during this same period. MARKET BACKGROUND Turbulence in the equity markets continued throughout the reporting period with concerns over the growth outlook on the world economy taking center stage. While central banks worldwide have been ready to slash interest rates and pump liquidity into the financial system to stabilize markets, the consequence of such measures has yet to be fully seen. Although, there has been some evidence of a narrowing in interbank spreads, households and corporates continue to face tight lending conditions. The lack of feed through from monetary policy to the real economy and the need for greater visibility of earnings has therefore kept us cautious on equities. Meanwhile, government bond markets have rallied strongly recently driven by the deterioration in the economic backdrop. However, we prefer the credit markets given that spreads are trading at extreme levels and we believe that most of the bad news has already been discounted. The economic landscape continued to worsen during the reporting period as the world economy edges closer to a recession. The latest worldwide business and consumer surveys have fallen to levels that appear consistent with negative growth. For the first time since the Second World War, the International Monetary Fund is now expecting growth in the OECD to turn negative in 2009. We are also forecasting a global recession with the OECD experiencing a contraction in growth of 0.9% next year. Growth in the emerging markets is also expected to slow to 4.2% in 2009. Despite concerted efforts by central banks worldwide to cut interest rates aggressively in response to the economic downturn, the lack of flow of liquidity from monetary policy to the economy remained. Fiscal policy is now expected to play a greater role as governments look to stimulate activity. PORTFOLIO REVIEW With the introduction of the Troubled Asset Recovery Plan ("TARP"), it appeared that equity markets were likely to rally, and as a consequence, we cautiously increased the Fund's exposure over the latter part of the reporting period. Nonetheless, with fundamentals (unemployment, corporate earnings, etc.) still looking bleak, our outlook remained cautious as evidenced by the Fund's relatively high cash balance of 21.0% as of October 31, 2008. When the TARP plan did not create the positive reaction we had expected, we took the decision to de-risk the Fund's portfolio and reduce the Fund's equity exposure once again. In order to compensate for our negative views towards equities, we recently increased our exposure to high yield debt, an area where we saw relative value especially as corporate spreads were trading at historically wide levels and yields were in the mid-teens. In the area of alternatives, with a strengthening U.S. dollar, we decreased the Fund's emerging market debt exposure. This asset class has been strongly negatively correlated with the U.S. dollar's performance, and subsequently, this decision has been vindicated as the dollar has rallied further. We also took the opportunity to add to our infrastructure allocation. This has been an asset class which has traditionally shown a low correlation to global equity markets, while also providing inflation linked returns. OUTLOOK We continue to acknowledge that our cyclical asset allocation model has moved into the recession phase, which is generally a good stage for risk assets. Indeed, equities are looking attractive in terms of valuation and arguably, sentiment indicators are suggesting that equities are at over-sold levels. However, we expect the Fund to remain underweight equities until we are more confident on two fronts. The first is that we will require evidence that the transmission mechanism between monetary policy and the real economy has returned such that there is greater willingness by banks to lend and by consumers to borrow. Secondly, an improvement in earnings visibility will be an important step in encouraging a more positive stance on risk assets. 20 SCHRODER MULTI-ASSET GROWTH PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 4, 2008) Despite the weakness in the U.S. economy, we continue to favor the market for its defensive qualities. We believe that the monetary environment in the region is relatively benign and valuations remain attractive. We remain neutral on UK equities. While the economy has tipped into recession, the fall in Sterling and the Bank of England's appearance of being forthcoming with further cuts in interest rates offers support. Concerns that Sterling may weaken further mean we are moving gradually from underweight to neutral in UK equities. In contrast, the somewhat cyclical and high beta nature of the European market suggests that equities look particularly vulnerable to deterioration in the economic fundamentals. Meanwhile, we continue to retain our negative outlook on emerging market equities. The growth prospects of the sector have deteriorated as the slowdown in the world economy and the decline in commodity prices starts to be a drag on those markets. Within the emerging sector, we prefer emerging Asia as it has a more broad-based economy, which is less reliant on commodity production. Our positive stance on bonds remains with investment grade, high yield and inflation-linked preferred over conventional government bonds. Government bonds have rallied strongly in recent weeks given the prospect of the world economy heading towards a recession, but they appear un-compelling on valuation grounds. In comparison, high yield and investment grade are looking attractive in terms of valuation given that spreads have widened to historical levels. Although, there is the risk of further spread widening, we believe that most of the bad news has already been discounted by the markets. We remain cautious on commodities, property, hedge funds and private equity. We expect that the prospect of a recession in the world economy and the slowdown in China could put a dampener on the demand for commodities. On the currency front, we remain positive on the U.S. dollar, negative on Sterling and Euros and neutral on the Japanese Yen and the Swiss Franc. 21 SCHRODER MULTI-ASSET GROWTH PORTFOLIO COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE SCHRODER MULTI-ASSET GROWTH PORTFOLIO -- INVESTOR, ADVISOR, CLASS A, AND CLASS R SHARES, VS. THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) WORLD INDEX, AND THE CONSUMER PRICE INDEX (PERFORMANCE GRAPH) Schroder Multi-Asset Schroder Multi-Asset Schroder Multi-Asset Schroder Multi-Asset Growth Portfolio, Growth Portfolio, Growth Portfolio, Growth Portfolio, MSCI World Consumer Investor Shares Advisor Shares A Shares R Shares Index Price Index -------------------- -------------------- -------------------- -------------------- ---------- ----------- 12/20/07 $10,000 $10,000 $9,550 $10,000 $10,000 $10,000 10/31/08 7,010 7,000 6,685 6,980 6,270 10,309 The MSCI World Index is an unmanaged market capitalization index that is designed to measure global developed market equity performance. The Consumer Price Index is a measure of the average change over time in the prices paid by urban consumers for a market basket of consumer goods and services. PERFORMANCE INFORMATION Cumulative Since Inception (a) ------------- Schroder Multi-Asset Growth Portfolio -- Investor Shares ..................... (29.90)% A Shares ............................ (30.00)% Advisor Shares ...................... (30.00)% R Shares ............................ (30.20)% (a) From commencement of Fund operations on December 20, 2007. "TOTAL RETURN" SHOWN ABOVE IS CALCULATED INCLUDING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RESULTS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. RETURNS FOR CERTAIN PERIODS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THAT PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN AN INVESTOR'S ORIGINAL COST. TOP 5 HOLDINGS SECURITY* % OF INVESTMENTS - --------- ---------------- Schroder U.S. Small and Mid Cap Opportunities Fund 13.5% Goldman Sachs High Yield Fund 10.9 iShares iBoxx Investment Grade Corporate Bond Fund 9.0 Schroder International Alpha Fund 8.8 Schroder International Diversified Value Fund 6.4 * Excludes any Short-Term Investments. 22 SCHRODER INTERNATIONAL ALPHA FUND SCHEDULE OF INVESTMENTS OCTOBER 31, 2008 Shares Value $ - --------------- --------------- COMMON STOCK - 94.9% AUSTRALIA - 1.9% 46,663 Orica (3) 606,865 --------------- CANADA - 3.5% 26,185 Cameco 427,250 15,225 Niko Resources 664,803 --------------- 1,092,053 CHINA - 4.0% 15,253 Ctrip.com International ADR 466,437 316,800 Dongfang Electric Class H (3) 616,758 346,000 Industrial & Commercial Bank of China Class H (3) 162,809 --------------- 1,246,004 DENMARK - 1.4% 29,753 Danske Bank (3) 440,567 --------------- FRANCE - 5.2% 27,398 AXA (3) 523,353 12,307 GDF Suez (3) 547,767 9,789 Groupe Danone (3) 544,998 --------------- 1,616,118 GERMANY - 6.6% 23,381 E.ON (3) 876,099 5,239 Linde (3) 433,436 6,159 Siemens (3) 362,142 21,085 ThyssenKrupp (3) 399,317 --------------- 2,070,994 GREECE - 1.3% 37,898 EFG Eurobank Ergasias (3) 411,891 --------------- HONG KONG - 10.8% 550,000 China Unicom Hong Kong (3) 785,283 2,212,000 Denway Motors (3) 551,673 104,900 Esprit Holdings (3) 596,087 448,000 Shangri-La Asia (3) 634,328 23,000 Sun Hung Kai Properties (3) 201,517 89,000 Swire Pacific Class A (3) 626,840 --------------- 3,395,728 ISRAEL - 2.2% 182,661 Makhteshim-Agan Industries (3) 694,475 --------------- ITALY - 2.0% 170,493 Intesa Sanpaolo (3) 623,915 --------------- JAPAN - 9.6% 14,500 Canon (3) 507,379 34,200 Mitsubishi (3) 573,255 114,000 Sekisui Chemical (3) 666,064 25,800 Square Enix (3) 649,995 44,900 Ushio (3) 606,575 --------------- 3,003,268 Shares Value $ - --------------- --------------- LUXEMBOURG - 1.1% 13,082 ArcelorMittal (3) 339,590 --------------- NETHERLANDS - 5.0% 6,246 Koninklijke Philips Electronics (3) 115,412 37,825 SBM Offshore (3) 665,268 31,887 Unilever (3) 768,372 --------------- 1,549,052 NORWAY - 0.5% 23,859 Telenor (3) 142,536 --------------- SINGAPORE - 3.3% 60,784 Jardine Strategic Holdings (3) 738,703 236,000 Keppel Land (3) 303,502 --------------- 1,042,205 SOUTH KOREA - 0.6% 21,109 Daewoo Shipbuilding & Marine Engineering (3) 200,977 --------------- SWITZERLAND - 12.7% 13,177 Credit Suisse Group (3) 492,739 27,314 Nestle (3) 1,062,159 16,758 Novartis (3) 850,603 7,083 Roche Holding (3) 1,083,181 2,534 Syngenta (3) 473,689 --------------- 3,962,371 TAIWAN - 1.5% 55,668 Taiwan Semiconductor Manufacturing ADR 459,818 --------------- UNITED KINGDOM - 21.7% 72,876 Admiral Group (3) 1,079,643 47,908 BG Group (3) 703,983 141,878 Rexam (3) 854,379 14,624 Rio Tinto (3) 682,679 219,411 Sage Group (3) 613,853 129,251 Tesco (3) 707,724 77,894 Venture Production (3) 508,022 577,011 Vodafone Group (3) 1,109,290 90,935 WPP Group (3) 543,600 --------------- 6,803,173 --------------- TOTAL COMMON STOCK (Cost $47,771,728) 29,701,600 --------------- EQUITY-LINKED WARRANTS (1) (2) - 2.6% INDIA - 2.6% 204,163 Infrastructure Development Finance Company Expires 07/15/13 238,871 The accompanying notes are an integral part of the financial statements. 23 SCHRODER INTERNATIONAL ALPHA FUND SCHEDULE OF INVESTMENTS (CONCLUDED) OCTOBER 31, 2008 Shares Value $ - --------------- --------------- 136,608 Shriram Transport Finance Expires 01/18/13 590,146 --------------- TOTAL EQUITY-LINKED WARRANTS (Cost $1,792,922) 829,017 --------------- Principal Amount $ - --------------- SHORT-TERM INVESTMENT - 2.6% 803,997 JPMorgan Chase Bank, N.A. Time Deposit (Nassau), 0.000% (Cost $803,997) 803,997 --------------- TOTAL INVESTMENTS - 100.1% (Cost $50,368,647) 31,334,614 --------------- OTHER ASSETS LESS LIABILITIES - (0.1)% (28,176) --------------- NET ASSETS - 100.0% $ 31,306,438 =============== (1) Securities are not readily marketable. (2) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutions. On October 31, 2008, the value of these securities amounted to $829,017, representing 2.6% of the net assets of the Fund. (3) Security is fair valued. (See Note 2 in Notes to Financial Statements.) ADR - American Depositary Receipt The accompanying notes are an integral part of the financial statements. 24 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS OCTOBER 31, 2008 Shares Value $ - --------------- --------------- COMMON STOCK - 98.7% AUSTRALIA - 2.7% 18,320 Abacus Property Group REIT (3) 4,060 6,960 Aditya Birla Minerals (3) 1,272 7,062 Aspen Group REIT (3) 3,220 1,613 Australia & New Zealand Banking Group (3) 18,918 2,668 Caltex Australia (3) 16,813 10,757 Centro Retail Group REIT (3) 805 2,895 Challenger Financial Services Group (3) 3,194 2,249 City Pacific (3) 196 28,723 Commonwealth Property Office Fund REIT (3) 25,395 20,282 Goodman Fielder (3) 22,520 11,208 GPT Group REIT (3) 5,612 18,014 ING Industrial Fund REIT (3) 4,090 19,042 ING Office Fund REIT (3) 13,970 27,747 Macquarie CountryWide Trust REIT (3) 4,437 15,703 Macquarie DDR Trust REIT (3) 975 36,636 Macquarie Office Trust REIT (3) 7,051 2,959 McPherson's (2)(3) 4,191 10,177 Minara Resources (3) 7,024 5,819 Mirvac Group REIT (2)(3) 3,811 4,452 Mirvac REIT (3) 1,317 11,656 Pacific Brands (3) 7,823 15,922 Qantas Airways (3) 25,875 10,664 Rubicon America Trust REIT 113 1,699 Sims Group (3) 16,301 20,070 SP Telemedia (3) 1,524 5,754 Stockland REIT (3) 15,481 1,584 Timbercorp (3) 540 7,449 Tishman Speyer Office Fund REIT (3) 1,577 15,487 Valad Property Group REIT (3) 878 --------------- 218,983 AUSTRIA - 0.6% 309 Austria Technologie & Systemtechnik (3) 1,367 587 OMV (3) 18,788 2,101 Telekom Austria (3) 25,812 --------------- 45,967 BELGIUM - 2.9% 1,018 Belgacom (3) 34,826 70 Cofinimmo REIT (3) 8,722 545 Delhaize Group (3) 30,647 1,843 Dexia (3) 9,801 551 Econocom Group (3) 4,563 622 Euronav (3) 9,092 1,604 Fortis (3) 1,858 650 InBev (3) 26,214 136 Intervest Offices REIT (3) 4,167 Shares Value $ - --------------- --------------- 949 KBC Ancora (3) 28,207 298 KBC Groep (3) 12,810 422 Mobistar (3) 28,001 46 Retail Estates REIT (3) 1,906 205 Solvay (3) 19,066 321 Tessenderlo Chemie (3) 12,697 66 Wereldhave Belgium REIT (3) 3,847 --------------- 236,424 BERMUDA - 1.4% 3,963 Catlin Group (3) 22,132 700 Frontline (3) 21,797 4,920 Hiscox (3) 19,483 3,533 Lancashire Holdings (3) 19,482 3,000 Seadrill (3) 28,918 --------------- 111,812 BRAZIL - 1.2% 420 Brasil Telecom Participacoes ADR 14,385 1,100 Braskem ADR 9,493 900 Cia Energetica de Minas Gerais ADR 13,689 800 CPFL Energia 11,602 1,000 EDP - Energias do Brasil 10,769 1,400 Tele Norte Leste Participacoes ADR 19,012 700 Telecomunicacoes de Sao Paulo ADR 15,925 --------------- 94,875 BRITISH VIRGIN ISLANDS - 0.0% 5,357 Livermore Investments Group 1,206 --------------- CANADA - 7.1% 1,400 AGF Management Class B 15,364 300 AltaGas Income Trust 4,776 3,400 Amerigo Resources 1,687 700 Atco Class I 22,774 981 Baytex Energy Trust 16,971 1,600 Bell Aliant Regional Communications 31,770 1,700 Biovail 14,565 900 Bonavista Energy Trust 15,876 400 Empire Class A 15,217 1,800 Energy Savings Income Fund (3) 18,161 682 Enerplus Resources Fund 18,216 340 Enerplus Resources Fund (Canada) 9,124 1,442 GAZ Metro LP 16,707 700 George Weston 35,608 2,902 Gerdau Ameristeel 16,077 1,200 Husky Energy 35,925 1,000 InnVest REIT 4,507 300 Magna International Class A 10,033 600 Manitoba Telecom Services 21,133 1,700 Methanex 19,247 400 Mullen Group Income Fund 4,965 800 Northbridge Financial 19,795 718 Parkland Income Fund 4,216 1,500 Power Corp. of Canada 32,501 1,300 Precision Drilling Trust 13,976 The accompanying notes are an integral part of the financial statements. 25 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2008 Shares Value $ - --------------- --------------- 1,100 Progress Energy Trust 8,733 1,400 Provident Energy Trust 8,926 2,200 Superior Plus Income Fund 21,814 1,800 Teck Cominco (United States) Class B 17,658 1,100 TELUS 38,726 1,600 Total Energy Services Trust 6,060 1,400 TransForce 5,685 1,200 Trinidad Drilling 6,748 700 Vermilion Energy Trust 17,309 700 Vicwest Income Fund 4,261 300 Wajax Income Fund 5,954 900 Yellow Pages Income Fund 6,512 --------------- 567,577 CHILE - 0.0% 200 Administradora de Fondos de Pensiones Provida 2,850 --------------- CHINA - 0.3% 9,500 China COSCO Holdings Class H (3) 5,118 19,000 China Shineway Pharmaceutical Group (3) 7,199 10,000 Jiangxi Copper Class H (3) 4,916 24,000 People's Food Holdings (3) 6,569 4,500 Weiqiao Textile Class H (3) 922 --------------- 24,724 CZECH REPUBLIC - 0.3% 1,215 Telefonica O2 Czech Republic (3) 26,021 --------------- DENMARK - 0.2% 150 Amagerbanken (3) 1,732 1,100 Danske Bank (3) 16,288 --------------- 18,020 FINLAND - 1.8% 1,016 Elisa (3) 15,281 644 Huhtamaki (3) 4,314 400 Kesko Class B Shares (3) 9,362 38 Lemminkainen (1)(3) 652 1,706 Neste Oil (3) 26,980 1,122 Nokia (3) 17,185 1,254 Outokumpu (3) 12,994 1,242 PKC Group (3) 6,434 600 Rautaruukki (3) 9,791 2,248 Stora Enso Class R Shares (3) 20,903 905 UPM-Kymmene (3) 12,796 962 YIT (3) 5,990 --------------- 142,682 FRANCE - 7.2% 1,300 Air France-KLM (3) 18,728 1,609 AXA (3) 30,735 486 BNP Paribas (3) 35,086 588 Bouygues (3) 25,034 462 CNP Assurances (3) 37,223 138 Compagnie Plastic-Omnium (3) 1,497 Shares Value $ - --------------- --------------- 2,420 Credit Agricole (3) 35,006 26 Credit Industriel et Commercial (3) 3,748 201 Esso Ste Anonyme Francaise (3) 23,114 444 Euler Hermes (3) 21,870 200 Fonciere Des Regions REIT (3) 13,224 1,316 France Telecom (3) 33,180 374 Gecina REIT (3) 25,970 361 Groupe Steria (3) 4,727 6,515 Natixis (3) 14,426 463 Nexity (3) 4,032 479 Peugeot (3) 12,781 254 Pierre & Vacances (3) 11,631 280 Rallye (3) 5,670 403 Renault (3) 12,350 1,864 Rexel (3) 18,174 677 Sanofi-Aventis (3) 42,888 1,353 SCOR (3) 22,164 126 Societe de la Tour Eiffel REIT (3) 7,105 1 Societe Generale (3) 54 169 Ste Industrielle d'Aviation Latecoere (3) 1,357 659 Thomson (3) 924 659 Total (3) 36,250 39 Total Gabon (3) 13,888 949 Valeo (3) 16,529 228 Vallourec (3) 25,501 824 Vivendi (3) 21,536 --------------- 576,402 GERMANY - 5.6% 241 Allianz (3) 17,685 48 Allianz (France) (3) 3,698 730 BASF (3) 24,097 765 Bayerische Motoren Werke (3) 19,397 61 Boewe Systec (3) 587 612 Commerzbank (3) 6,513 814 Continental (3) 33,446 525 Daimler (3) 17,796 440 Deutsche Bank (3) 16,435 269 Deutsche Beteiligungs (3) 3,578 2,262 Deutsche Lufthansa (3) 31,325 1,416 Deutsche Post (3) 15,524 2,495 Deutsche Telekom (3) 36,600 615 E.ON (3) 23,044 1,166 Hannover Rueckversicherung (3) 28,862 566 Heidelberger Druckmaschinen (3) 5,304 1,253 Hypo Real Estate Holding (3) 8,159 906 IKB Deutsche Industriebank (1)(3) 1,767 455 Indus Holding (3) 8,037 285 Koenig & Bauer (3) 3,083 993 Lanxess (3) 15,027 370 Leoni (3) 4,589 130 MPC Muenchmeyer Petersen Capital (3) 1,150 269 Muenchener Rueckversicherungs (3) 34,918 573 Norddeutsche Affinerie (3) 18,302 The accompanying notes are an integral part of the financial statements. 26 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2008 Shares Value $ - --------------- --------------- 383 RWE (3) 31,395 297 Salzgitter (3) 19,122 125 Schlott Gruppe (3) 1,238 256 Sixt (3) 3,867 1,197 SQS Software Quality Systems (3) 4,297 691 ThyssenKrupp (3) 13,086 --------------- 451,928 GREECE - 0.7% 1,277 Alpha Bank (3) 18,642 1,473 EFG Eurobank Ergasias (3) 16,009 1,253 Hellenic Petroleum (3) 10,380 992 Motor Oil Hellas Corinth Refineries (3) 10,758 --------------- 55,789 GUERNSEY - 0.1% 5,219 ISIS Property Trust 2 (3) 4,865 --------------- HONG KONG - 4.0% 18,000 Asia Financial Holdings (3) 5,188 26,000 Cathay Pacific Airways (3) 31,730 14,000 CCT Telecom Holdings (3) 480 49,000 Champion REIT (3) 11,765 66,822 Champion Technology Holdings (3) 1,515 20,000 Chinese Estates Holdings (3) 15,367 4,000 Chow Sang Sang Holding (3) 1,783 30,000 Cnpc Hong Kong (3) 9,199 16,000 Fountain SET Holdings (3) 498 9,000 Great Eagle Holdings (3) 10,333 4,000 Guoco Group (3) 23,495 6,000 Hongkong Land Holdings (3) 16,317 30,000 Hung Hing Printing Group (3) 3,728 3,000 Hutchison Whampoa (3) 16,213 1,600 Jardine Matheson Holdings (3) 37,868 8,500 Kingboard Chemical Holdings (3) 16,969 22,000 Kingboard Laminates Holdings (3) 5,388 15,000 Kowloon Development (3) 5,087 22,000 Lerado Group Holdings (3) 1,203 19,000 New World Development (3) 15,817 28,000 Norstar Founders Group (3) 3,370 5,500 Orient Overseas International (3) 9,822 58,000 Pacific Andes International Holdings (3) 3,648 25,000 Pacific Basin Shipping (3) 13,387 2,781 Prosperity Minerals Holdings (3) 911 18,000 Public Financial Holdings (3) 6,537 44,000 Regal REIT (3) 4,123 24,000 Silver Grant International (3) 1,612 30,000 SIM Technology Group (3) 1,306 48,000 Sinolink Worldwide Holdings (3) 2,756 90,000 Solomon Systech International (3) 1,407 11,000 Sun Hung Kai (3) 4,677 21,000 Sunlight REIT (3) 3,224 14,000 TPV Technology (3) 2,780 Shares Value $ - --------------- --------------- 7,200 Transport International Holdings (3) 17,340 5,000 Varitronix International (3) 1,065 18,000 Victory City International Holdings (3) 2,302 3,000 VTech Holdings (3) 11,175 16,000 Xiwang Sugar Holdings (3) 1,941 --------------- 323,326 HUNGARY - 0.5% 5,413 Magyar Telekom Telecommunications (3) 17,392 335 MOL Hungarian Oil & Gas (3) 18,404 --------------- 35,796 INDIA - 0.1% 1,900 Tata Motors ADR 11,115 --------------- INDONESIA - 0.2% 65,000 Aneka Tambang (3) 6,176 7,000 Astra Agro Lestari 3,921 36,000 International Nickel Indonesia (3) 5,777 --------------- 15,874 IRELAND - 1.1% 5,409 Allied Irish Banks (3) 28,808 3,548 Anglo Irish Bank (3) 11,387 1,501 Bank of Ireland (3) 4,432 2,733 C&C Group (3) 3,975 1,065 DCC (3) 16,598 753 FBD Holdings (3) 10,962 1,959 Irish Life & Permanent (3) 6,700 5,133 McInerney Holdings (3) 1,573 --------------- 84,435 ISRAEL - 1.1% 3,959 Bank Hapoalim (3) 9,001 4,582 Bank Leumi Le-Israel (3) 12,069 15,580 Bezeq Israeli Telecommunication (3) 23,355 80 Delek Group (3) 5,246 665 IDB Development (3) 7,880 361 IDB Holding (3) 5,688 5,619 Migdal Insurance & Financial Holding (3) 3,851 1,840 Mizrahi Tefahot Bank (3) 9,671 743 Partner Communications (3) 13,665 --------------- 90,426 ITALY - 5.2% 14,452 Banca Monte dei Paschi di Siena (3) 28,055 1,765 Banca Popolare dell'Emilia Romagna (3) 21,987 3,453 Banca Popolare di Milano (3) 20,207 291 Banco di Sardegna (3) 3,566 1,667 Banco Popolare (3) 20,793 2,182 Caltagirone (3) 8,137 8,978 Cofide (3) 4,305 5,016 Enel (3) 33,555 The accompanying notes are an integral part of the financial statements. 27 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2008 Shares Value $ - --------------- --------------- 1,487 ENI (3) 35,488 32 ErgyCapital (1)(3) 20 2,480 Fiat (3) 19,676 1,078 Fondiaria-Sai (3) 20,250 802 Indesit (3) 6,533 7,162 Intek (3) 3,489 7,679 Intesa Sanpaolo (3) 28,101 204 Italmobiliare (3) 8,378 3,269 KME Group (3) 2,042 1,516 Mediolanum (3) 5,944 1,746 Milano Assicurazioni (3) 5,707 9,553 Pirelli & C (3) 3,368 171 Pirelli & C Real Estate (3) 1,213 9,025 Saras (3) 31,751 51,939 Seat Pagine Gialle (3) 4,556 23,910 Telecom Italia (3) 27,464 7,542 UniCredit (3) 18,461 1,861 Unione di Banche Italiane (3) 31,392 13,810 Unipol Gruppo Finanziario (3) 24,499 --------------- 418,937 JAPAN - 21.6% 2,300 ADEKA (3) 14,536 1,300 Aica Kogyo (3) 11,540 1,300 Aichi (3) 4,674 4,000 Aichi Steel (3) 13,922 2,000 Aida Engineering (3) 7,321 1,500 Aisan Industry (3) 9,580 1,700 Aisin Seiki (3) 30,082 1,400 Amano (3) 9,369 3,000 Ando (3) 4,243 1,300 Aoyama Trading (3) 15,199 3,000 Arnest One (3) 3,870 9 Asset Managers Holdings (3) 605 700 Belluna (3) 1,907 2,600 Brother Industries (3) 17,737 2,000 Bunka Shutter (3) 7,587 800 Canon Finetech (3) 7,836 1,800 Canon Marketing Japan (3) 30,112 500 Century Leasing System (3) 3,278 400 Chiyoda Integre (3) 4,923 4,000 Chuo Mitsui Trust Holdings (3) 15,782 1,300 CKD (3) 4,346 2,000 Commuture (3) 9,692 4 Creed Office Investment REIT (3) 2,644 3 DA Office Investment REIT (3) 5,787 1,000 Daifuku (3) 5,380 1,000 Daiichi Jitsugyo (3) 2,857 8,000 Daikyo (3) 8,404 1,600 Denso (3) 31,185 9,000 DIC (3) 14,547 300 Doshisha (3) 3,333 500 Excel (3) 3,421 13 Fintech Global (3) 504 Shares Value $ - --------------- --------------- 600 Fuji (3) 1,342 600 Fuji Electronics (3) 4,355 600 Fuji Machine Manufacturing (3) 5,181 1,600 FUJIFILM Holdings (3) 36,833 1,200 Fujikura Rubber (3) 3,724 4,000 Furukawa-Sky Aluminum (3) 7,987 600 Furusato Industries (3) 5,079 2 Grandy House (3) 345 360 Gulliver International (3) 5,553 1,000 Harima Chemicals (3) 4,339 5,000 Hitachi Cable (3) 10,531 3,000 Hitachi Kokusai Electric (3) 14,254 1,600 Honda Motor (3) 39,785 970 Honeys (3) 5,704 12 Hoosiers (3) 913 1,000 Hosokawa Micron (3) 3,769 4,000 Ichiken (3) 4,193 5 ITC Networks (3) 7,472 4,000 ITOCHU (3) 21,139 2,400 Itochu Enex (3) 12,104 1,300 Itoki (3) 4,121 3,000 Iwasaki Electric (3) 3,641 800 Japan General Estate (3) 1,760 3 Japan Hotel and Resort REIT (3) 3,606 3 Japan Retail Fund Investment REIT (3) 10,835 700 JBCC Holdings (3) 4,355 1,400 JFE Holdings (3) 35,722 700 Joint (3) 962 4 Joint REIT Investment (3) 3,650 600 Kaga Electronics (3) 6,246 2,000 Kanamoto (3) 6,409 1,400 Kanto Auto Works (3) 17,012 2,000 Kasai Kogyo (3) 4,462 4,000 Kawasaki Kisen Kaisha (3) 15,848 1,000 Keihanshin Real Estate (3) 3,867 900 Keihin (3) 8,044 500 Kintetsu World Express (3) 7,257 700 Koa (3) 3,625 700 Kojima (3) 2,639 900 Komori (3) 10,290 600 Kuroda Electric (3) 4,677 200 Kyoshin Technosonic (3) 879 2,000 Makino Milling Machine (3) 5,798 1,000 Meiwa Estate (3) 4,528 4 MID REIT (3) 5,363 1,000 Mikuni (3) 1,453 8,000 Mitsubishi Chemical Holdings (3) 32,341 3,000 Mitsubishi Materials (3) 6,774 9,000 Mitsubishi Rayon (3) 19,321 3,000 Mitsui (3) 29,069 6,000 Mitsui Chemicals (3) 20,949 2,000 Mitsui Home (3) 8,340 44 Mitsui Knowledge Industry (3) 7,537 The accompanying notes are an integral part of the financial statements. 28 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2008 Shares Value $ - --------------- --------------- 6,000 Mitsui OSK Lines (3) 31,331 1,400 Mori Seiki (3) 12,084 600 Muto Seiko (3) 2,486 300 Nafco (3) 3,157 1,000 Namura Shipbuilding (3) 2,299 700 NEC Leasing (3) 6,168 600 NEC Mobiling (3) 8,379 1,700 Neturen (3) 10,116 800 Nihon Eslead (3) 4,093 3,000 Nihon Yamamura Glass (3) 5,975 3,000 Nippon Light Metal (3) 2,835 6,000 Nippon Mining Holdings (3) 18,368 1,000 Nippon Pillar Packing (3) 3,571 5 Nippon Residential Investment REIT (3) 2,691 4,000 Nippon Steel (3) 13,464 3,000 Nippon Steel Trading (3) 5,049 8 Nippon Telegraph & Telephone (3) 32,646 1,000 Nippon Thompson (3) 5,008 2,000 Nippon Valqua Industries (3) 4,551 6,900 Nissan Motor (3) 34,268 2,000 Nissan Shatai (3) 13,063 10,000 Nisshin Steel (3) 13,392 3,000 Nissin (3) 8,558 500 Nitta (3) 5,587 700 Nittan Valve (3) 2,317 18 NTT DoCoMo (3) 28,547 2,000 Okamoto Machine Tool Works (3) 2,380 5 Okinawa Cellular Telephone (3) 8,780 3,000 OKK (3) 3,187 1,000 OKUMA (3) 4,397 2,400 Omron (3) 34,265 500 Onoken (3) 5,312 400 Osaka Steel (3) 3,994 600 Otsuka Kagu (3) 3,958 2,000 Pacific Industrial (3) 6,584 2,000 Pacific Metals (3) 8,829 450 Pal (3) 2,951 2,000 Riken (3) 5,806 5,000 Ryobi (3) 10,270 2,000 Ryoden Trading (3) 10,198 1,100 Ryosan (3) 20,929 3,000 Sakai Chemical Industry (3) 7,573 3,000 San-Ai Oil (3) 11,390 600 Sanei-International (3) 6,239 1,200 Sanoh Industrial (3) 5,664 700 Sanshin Electronics (3) 7,510 4,000 Sanwa Holdings (3) 13,270 5 Sapporo Hokuyo Holdings (3) 21,564 900 Sato Shoji (3) 5,923 2,000 Seika (3) 3,591 1,000 Sekisui Jushi (3) 6,335 3,000 Sharp (3) 21,412 13 Shidax (3) 4,335 Shares Value $ - --------------- --------------- 600 Shinhokoku Steel (3) 1,567 900 Shinko Shoji (3) 5,966 2,000 Shinmaywa Industries (3) 5,248 2,000 Shinwa Kaiun Kaisha (3) 4,727 3,400 Showa Shell Sekiyu (3) 27,776 1,100 Sorun (3) 5,323 2,100 Sumco (3) 22,741 6,000 Sumikin Bussan (3) 12,537 8,000 Sumitomo Light Metal Industries (3) 6,588 3,000 Sumitomo Metal Mining (3) 22,498 8 Tact Home (3) 2,619 4,000 Taihei Kogyo (3) 9,203 12,000 Taiheiyo Cement (3) 13,968 1,100 Taiho Kogyo (3) 7,297 400 Takachiho Electric (3) 3,420 460 Takefuji (3) 3,698 300 Takeuchi Manufacturing (3) 2,433 4,000 Takisawa Machine Tool (3) 3,612 2,000 TBK (3) 3,863 800 TDK (3) 27,031 3,000 Toho Zinc (3) 6,157 1,000 Tokai Lease (3) 1,331 5,000 Tokai Tokyo Securities (3) 13,697 4,000 Tomoku (3) 6,564 1,000 Toppan Printing (3) 7,353 2,000 Toshiba Machine (3) 5,737 3,000 Toshiba TEC (3) 9,263 7,000 Tosoh (3) 13,958 1,400 Toyo Machinery & Metal (3) 2,847 1,700 Toyota Auto Body (3) 27,254 900 Toyota Motor (3) 35,146 1,000 Trinity Industrial (3) 4,078 400 Trusco Nakayama (3) 5,251 1,700 Unipres (3) 13,927 200 USC (3) 1,779 1,000 Yachiyo Industry (3) 7,337 2,200 Yamaha Motor (3) 24,323 1,700 Yamazen (3) 5,371 4,000 Yokohama Rubber (3) 19,627 300 Yorozu (3) 2,476 600 Yusen Air & Sea Service (3) 6,442 --------------- 1,740,867 LIECHTENSTEIN - 0.2% 225 Liechtenstein Landesbank (3) 12,477 --------------- MALAYSIA - 0.8% 16,100 DRB-Hicom (3) 3,270 8,400 Hong Leong Financial Group (3) 9,124 5,300 Lingui Development (3) 914 3,100 MNRB Holdings (3) 2,623 7,800 OSK Holdings (3) 2,218 1,418 OSK Property Holdings (3) 88 9,700 Padiberas Nasional (3) 3,169 6,200 Petronas Dagangan (3) 11,748 The accompanying notes are an integral part of the financial statements. 29 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2008 Shares Value $ - --------------- --------------- 6,000 Shell Refining (3) 16,983 14,000 Titan Chemicals (3) 2,919 2,000 TM International (1)(3) 2,561 11,300 Unisem M (3) 2,727 15,457 YTL Power International (3) 7,287 --------------- 65,631 MEXICO - 0.8% 1,600 Alfa Class A 3,158 9,700 Embotelladoras Arca 21,113 4,453 Gruma Class B (3) 2,903 7,500 Grupo Continental 11,668 25,400 Grupo Mexico, Series B 21,616 --------------- 60,458 NETHERLANDS - 3.3% 2,705 Aegon (3) 11,238 313 Draka Holding (3) 3,779 863 Grontmij (3) 18,810 325 Hunter Douglas (3) 8,071 2,554 ING Groep (3) 23,955 253 KAS Bank (3) 4,066 779 Koninklijke DSM (3) 21,691 461 Nieuwe Steen Investments Funds REIT (3) 8,047 1,063 OCE (3) 4,919 1,363 Royal Dutch Shell Class A Shares (3) 37,424 1,300 Royal Dutch Shell Class B Shares (3) 35,223 2,886 Royal KPN (3) 40,639 2,249 SNS Reaal (3) 16,496 521 USG People (3) 5,445 446 Vastned Offices/Industrial REIT (3) 5,881 235 Vastned Retail REIT (3) 12,021 447 Wavin (3) 1,560 105 Wereldhave REIT (3) 8,726 --------------- 267,991 NEW ZEALAND - 0.8% 13,956 Air New Zealand (3) 7,467 22,850 AMP NZ Office Trust REIT (3) 13,666 3,103 Fisher & Paykel Appliances Holdings (3) 2,451 1,497 Fletcher Building (3) 5,087 7,801 ING Property Trust REIT (3) 2,805 13,212 Telecom Corp. of New Zealand (3) 17,921 10,489 Vector (3) 12,643 --------------- 62,040 NORWAY - 1.7% 9,000 ABG Sundal Collier Holding (3) 6,272 800 Acta Holding (3) 231 640 Aker Class A Shares (3) 14,368 2,100 Aker Solutions (3) 11,498 1,900 DnB NOR (3) 11,024 Shares Value $ - --------------- --------------- 2,400 SpareBank 1 SMN (3) 9,465 866 Sparebank 1 SR Bank (3) 4,661 500 Sparebanken 1 Nord-Norge (3) 3,587 350 Sparebanken More (3) 8,644 1,457 StatoilHydro (3) 29,341 1,600 Storebrand (3) 3,797 4,800 Telenor (3) 28,676 2,200 Veidekke (3) 6,819 --------------- 138,383 PHILIPPINES - 0.3% 10,700 First Gen (1)(3) 3,033 6,500 First Philippine Holdings (3) 2,420 400 Globe Telecom (3) 7,454 200 Philippine Long Distance Telephone 8,180 24,400 Universal Robina (3) 2,610 --------------- 23,697 POLAND - 0.6% 510 KGHM Polska Miedz (3) 5,662 1,148 Polski Koncern Naftowy Orlen (3) 11,707 4,052 Telekomunikacja Polska (3) 30,621 --------------- 47,990 PORTUGAL - 0.6% 3,581 Portugal Telecom (3) 23,549 2,026 Redes Energeticas Nacionais (3) 6,588 1,886 Semapa-Sociedade de Investimento e Gestao (3) 16,442 916 Sonae Industria (3) 2,414 --------------- 48,993 SINGAPORE - 1.8% 17,000 Beyonics Technology (3) 1,172 21,000 CapitaCommercial Trust REIT (3) 14,432 28,000 Fortune REIT (3) 7,079 9,000 Frasers Commercial Trust (3) 1,509 18,000 Jurong Technologies Industrial (3) 1,065 52,000 K1 Ventures (3) 7,023 5,473 Kim Eng Holdings (3) 3,563 26,800 MobileOne (3) 23,868 4,733 Singapore Airlines (3) 36,277 6,000 Singapore Petroleum (3) 8,560 8,000 Suntec REIT (3) 3,831 15,000 UOB-Kay Hian Holdings (3) 9,317 11,000 UOL Group (3) 14,405 4,000 Venture (3) 14,623 2,000 Wing Tai Holdings (3) 934 --------------- 147,658 SOUTH AFRICA - 0.4% 481 Astral Foods (3) 4,353 1,003 JD Group (3) 2,890 1,227 Liberty Group (3) 7,726 6,245 Metropolitan Holdings (3) 6,418 The accompanying notes are an integral part of the financial statements. 30 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2008 Shares Value $ - --------------- --------------- 219 Nedbank Group (3) 2,129 1,129 Telkom (3) 12,269 --------------- 35,785 SOUTH KOREA - 1.7% 160 Cambridge Members (3) 978 660 Chokwang Paint (3) 797 2,000 Dae Won Kang Up (3) 2,676 121 GS Home Shopping (3) 4,142 1,120 Hanil E-Wha (3) 1,453 210 Husteel (3) 2,306 190 Hyundai Motor (3) 8,872 160 INTOPS (3) 1,683 112 KB Financial Group (3) 2,805 190 Kolon Engineering & Construction (3) 572 160 Korea Development (3) 543 700 Korea Exchange Bank (3) 3,935 90 Korean Petrochemical Industries (3) 1,209 900 KT ADR 11,295 1,920 LG Telecom (3) 13,831 86 Nong Shim Holdings (3) 4,360 210 Pusan City Gas (3) 2,763 240 Samwhan (3) 1,658 49 SeAH Holdings (3) 2,465 2,500 Seowon (3) 906 490 Shell-Line (3) 3,871 220 SK Energy (3) 12,790 109 SK Gas (3) 3,930 500 SK Telecom ADR 8,605 580 SL (3) 1,371 623 S-Oil (3) 31,897 1,020 Tae Kyung Industrial (3) 3,001 250 Woori Finance Holdings (3) 1,356 --------------- 136,070 SPAIN - 1.8% 1,778 Banco Bilbao Vizcaya Argentaria (3) 20,634 748 Banco Santander (3) 8,213 1,900 Banco Santander Central Hispano (3) 20,546 320 Bolsas y Mercados Espanoles (3) 7,808 10,313 Mapfre (3) 32,818 1,285 Repsol (3) 24,433 1,801 Telefonica (3) 33,342 --------------- 147,794 SWEDEN - 2.4% 750 Axfood (3) 14,463 1,800 BE Group (3) 5,280 600 Bilia Class A Shares (3) 1,720 1,300 Billerud (3) 7,343 1,950 Boliden (3) 4,693 1,000 D Carnegie (3) 2,720 2,000 Electrolux, Series B (3) 18,423 1,700 Fabege (3) 6,743 600 Haldex (3) 2,799 Shares Value $ - --------------- --------------- 900 Hoganas Class B Shares (3) 12,666 300 Holmen Class B Shares (3) 8,461 900 KappAhl Holding (3) 3,337 2,500 Klovern (3) 5,024 2,200 Kungsleden (3) 10,649 1,300 NCC Class B Shares (3) 10,629 1,800 Skanska Class B Shares (3) 15,818 1,900 Svenska Cellulosa Class B Shares (3) 14,038 6,000 TeliaSonera (3) 26,413 800 Trelleborg Class B Shares (3) 4,785 2,500 Volvo Class A Shares (3) 12,927 --------------- 188,931 SWITZERLAND - 2.4% 317 Baloise Holding (3) 16,948 144 Bellevue Group (3) 4,981 391 Credit Suisse Group (3) 14,621 32 Georg Fischer (3) 7,175 107 Helvetia Holding (3) 18,342 15 Schweizerische National-Versicherungs Gesellschaft (3) 8,153 228 Swiss Life Holding (3) 20,544 524 Swiss Reinsurance (3) 21,853 123 Swisscom (3) 37,584 36 Valora Holding (3) 5,220 185 Zurich Financial Services (3) 37,532 --------------- 192,953 TAIWAN - 2.7% 24,694 Advanced Semiconductor Engineering (3) 10,519 23,099 AU Optronics (3) 16,135 2,454 AU Optronics ADR 16,933 126 Chunghwa Telecom ADR 2,074 2,100 Compal Communications (3) 1,310 30,300 Compal Electronics (3) 21,756 9,282 Coretronic (3) 5,947 7,000 Dah San Electric Wire & Cable (3) 1,865 906 Eclat Textile (3) 253 18,582 Far EasTone Telecommunications (3) 19,697 715 First Insurance (3) 144 7,000 Formosa Petrochemical (3) 15,999 53,000 HannStar Display (3) 9,652 32,550 Inventec (3) 10,205 10,050 Lite-On Technology (3) 6,278 7,000 Marketech International (3) 2,012 3,150 Mirle Automation (3) 1,781 15,713 Mitac International (3) 5,818 12,339 POU Chen (3) 5,627 3,150 Promate Electronic (3) 1,147 26,780 Quanta Computer (3) 28,200 9,000 Sheng Yu Steel (3) 5,018 16,000 Sinon (3) 4,351 5,249 Sunplus Technology (3) 2,201 The accompanying notes are an integral part of the financial statements. 31 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2008 Shares Value $ - --------------- --------------- 6,000 U-Ming Marine Transport (3) 7,007 4,200 Unitech Printed Circuit Board (3) 1,251 16,575 Universal Scientific Industrial (3) 4,981 7,348 WT Microelectronics (3) 3,536 21,000 Yieh Phui Enterprise (3) 6,056 --------------- 217,753 THAILAND - 0.7% 36,800 CalComp Electronics Thailand (3) 1,954 5,100 Electricity Generating (3) 8,678 8,000 Hana Microelectronics (3) 2,395 96,400 IRPC (3) 6,284 20,900 MCS Steel (3) 1,205 3,800 Padaeng Industry (3) 912 5,100 Precious Shipping (3) 1,138 2,600 PTT (3) 11,946 4,400 Regional Container Lines (3) 657 1,600 Siam Cement (3) 4,839 3,600 Thai Airways International (3) 794 16,800 Thai Oil (3) 10,066 11,800 Thai Plastic & Chemical (3) 3,544 5,900 Thanachart Capital (3) 1,223 --------------- 55,635 TURKEY - 0.4% 1,700 Aksa Akrilik Kimya Sanayii (3) 1,761 2,011 Bolu Cimento Sanayii (3) 1,462 1,178 Ford Otomotiv Sanayi (3) 3,716 1,140 Mardin Cimento Sanayii (3) 2,605 1,695 Sarkuysan Elektrolitik Bakir (3) 2,182 1,149 Tupras Turkiye Petrol Rafine (3) 14,548 6,500 Turkiye Vakiflar Bankasi Tao (3) 6,365 --------------- 32,639 UNITED KINGDOM - 9.4% 3,046 Acertec 245 2,359 Antofagasta (3) 14,566 6,557 Ashmore Group (3) 17,252 840 AstraZeneca (3) 35,575 3,710 Aviva (3) 22,116 6,869 Barclays (3) 19,678 1,384 Barratt Developments (3) 1,722 6,061 Beazley Group (3) 10,326 1,433 Bellway (3) 12,476 4,623 BP (3) 37,660 967 Braemar Shipping Services (3) 4,542 2,675 Brit Insurance Holdings (3) 7,862 9,165 British Airways (3) 20,266 1,388 British Land (3) 13,832 920 British Polythene Industries (3) 2,704 12,553 BT Group (3) 23,572 1,162 Capital & Regional (3) 857 869 Carnival (3) 19,098 6,848 Centrica (3) 33,628 9,886 Chaucer Holdings (3) 9,231 2,439 Chesnara (3) 4,168 Shares Value $ - --------------- --------------- 6,947 Clinton Cards (3) 1,762 1,805 Close Brothers Group (3) 15,696 3,282 Colliers Cre (3) 825 3,848 Dart Group (3) 1,623 1,726 Davis Service Group (3) 6,140 1,586 Dawson Holdings (3) 1,290 6,055 Debenhams (3) 3,727 3,219 Drax Group (3) 29,893 5,794 DS Smith (3) 6,212 16,747 DSG International (3) 8,713 8,352 Electrocomponents (3) 19,143 11,520 Ennstone (3) 873 11,188 Friends Provident (3) 12,821 2,048 GlaxoSmithKline (3) 39,345 8,363 HBOS (3) 13,685 9,524 Henderson Group (1)(3) 8,141 8,449 Home Retail Group (3) 26,912 1,360 HSBC Holdings (3) 16,098 1,029 Investec (3) 3,905 6,366 Johnston Press (3) 2,542 11,027 Kcom Group (3) 3,206 7,722 Kesa Electricals (3) 9,910 81 Kier Group (3) 888 9,586 Kingfisher (3) 17,682 2,822 Ladbrokes (3) 7,187 18,146 Legal & General Group (3) 20,856 4,730 Lloyds TSB Group (3) 15,278 393 Mapeley (3) 1,546 2,706 Marston's (3) 4,138 2,271 McBride (3) 4,600 3,467 Millennium & Copthorne Hotels (3) 11,809 238 Mondi (3) 863 191 Northgate (3) 393 1,338 office2office (3) 1,902 20,560 Old Mutual (3) 16,638 4,528 Paragon Group (3) 3,378 10,545 Pendragon (3) 864 1,994 Persimmon (3) 9,647 10,473 Premier Foods (3) 4,641 1,335 Redrow (3) 4,462 11,612 Royal Bank of Scotland Group (3) 12,783 1,536 RPC Group (3) 2,679 400 Stolt-Nielsen (3) 4,140 11,659 Tomkins (3) 21,386 665 Travis Perkins (3) 3,145 3,038 TT electronics (3) 2,312 11,512 Vodafone Group (3) 22,131 2,171 Wolseley (3) 11,873 24,233 Woolworths Group (3) 1,663 4,296 Yell Group (3) 4,261 --------------- 756,983 --------------- TOTAL COMMON STOCK (Cost $14,176,400) 7,940,762 --------------- The accompanying notes are an integral part of the financial statements. 32 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONCLUDED) OCTOBER 31, 2008 Shares Value $ - --------------- --------------- PREFERRED STOCK - 0.9% BRAZIL - 0.7% 1,400 AES Tiete 8,748 700 Bradespar 6,160 200 Centrais Eletricas de Santa Catarina Class B 3,048 300 Cia Energetica do Ceara Class A 2,220 720 Eletropaulo Metropolitana Eletricidade de Sao Paulo Class B 8,851 700 Telemar Norte Leste Class A 17,616 1,000 Usinas Siderurgicas de Minas Gerais Class A 12,802 --------------- 59,445 CHILE - 0.0% 1,269 Embotelladora Andina 2,129 --------------- GERMANY - 0.2% 253 Dyckerhoff (3) 10,577 918 ProSiebenSat.1 Media (3) 2,833 --------------- 13,410 --------------- TOTAL PREFERRED STOCK (Cost $ 121,732) 74,984 --------------- RIGHTS - 0.0% BELGIUM - 0.0% 1,604 Fortis (1)(2)(3), Expires 07/14 (Cost $--) -- --------------- Principal Amount $ - -------------- SHORT-TERM INVESTMENT - 1.2% 94,381 JPMorgan Chase Bank, N.A. Time Deposit (Nassau), 0.000% (Cost $ 94,381) 94,381 --------------- TOTAL INVESTMENTS - 100.8% (Cost $ 14,392,513) 8,110,127 --------------- OTHER ASSETS LESS LIABILITIES - (0.8)% (64,901) --------------- NET ASSETS - 100.0% $ 8,045,226 =============== (1) Denotes non-income producing security. (2) Security considered illiquid. On October 31, 2008 the value of these securities amounted to $8,002 representing 0.1% of the net assets of the Fund. (3) Security is fair valued. (See Note 2 in Notes to Financial Statements.) ADR - American Depositary Receipt LP - Limited Partnership REIT - Real Estate Investment Trust The accompanying notes are an integral part of the financial statements. 33 SCHRODER EMERGING MARKET EQUITY FUND SCHEDULE OF INVESTMENTS OCTOBER 31, 2008 Shares Value $ - --------------- --------------- COMMON STOCK - 92.6% BRAZIL - 9.8% 900 All America Latina Logistica 4,151 19,926 Banco Bradesco ADR 233,134 3,700 BM&FBOVESPA 9,833 3,900 Brasil Telecom Participacoes 82,012 3,300 Centrais Eletricas Brasileiras 39,609 8,425 Cia de Concessoes Rodoviarias 80,991 2,100 Cia Siderurgica Nacional ADR 28,560 3,100 Cia Vale do Rio Doce 39,830 21,600 Cia Vale do Rio Doce ADR 257,166 1,100 Empresa Brasileira de Aeronautica 5,643 400 Gerdau 2,117 3,700 Gerdau ADR 23,717 200 Global Village Telecom Holding (1) 2,177 200 Perdigao 2,910 6,000 Petroleo Brasileiro 79,530 22,000 Petroleo Brasileiro ADR 485,540 2,300 Tam ADR 24,334 4,191 Unibanco-Uniao de Bancos 139,217 3,920 Usinas Siderurgicas de Minas Gerais 44,930 22,300 Weg 126,769 --------------- 1,712,170 CHINA - 10.4% 29,000 China Coal Energy Class H (2) 17,590 206,000 China Communications Services Class H (2) 108,334 355,000 China Construction Bank Class H (2) 176,118 72,000 China Life Insurance Class H (2) 192,424 25,000 China Merchants Bank Class H (2) 38,303 214,000 China National Building Material Class H (2) 124,631 522,000 China Petroleum & Chemical Class H (2) 342,800 121,000 Golden Eagle Retail Group (2) 63,266 168,000 Hidili Industry International Development (2) 35,561 676,000 Industrial & Commercial Bank of China Class H (2) 318,090 110,000 Parkson Retail Group (2) 102,115 67,500 Ping An Insurance Group of China Class H (2) 288,696 --------------- 1,807,928 COLOMBIA - 0.5% 23,700 Almacenes Exito GDR (3) 82,142 --------------- EGYPT - 1.6% 2,588 Orascom Construction Industries (2) 84,771 1,050 Orascom Construction Industries GDR (2) 70,822 48,250 Telecom Egypt (2) 115,877 --------------- 271,470 Shares Value $ - --------------- --------------- HONG KONG - 8.5% 34,000 Beijing Enterprises Holdings (2) 134,286 74,000 China Mobile (2) 651,483 138,000 China Unicom Hong Kong (2) 197,035 337,000 CNOOC (2) 276,720 578,000 Denway Motors (2) 144,153 382,000 Franshion Properties China (2) 73,549 --------------- 1,477,226 HUNGARY - 1.7% 29,556 Magyar Telekom Telecommunications (2) 94,962 1,026 MOL Hungarian Oil & Gas (2) 56,367 1,033 Richter Gedeon (2) 144,930 --------------- 296,259 INDIA - 3.4% 4,000 ICICI Bank ADR 68,360 7,600 Infosys Technologies ADR 222,832 26,570 ITC GDR 83,363 3,700 Reliance Industries GDR (2)(3) 210,926 --------------- 585,481 INDONESIA - 1.4% 329,500 Bank Central Asia (2) 80,595 582,500 Perusahaan Gas Negara (2) 74,034 165,000 Telekomunikasi Indonesia (2) 83,311 --------------- 237,940 ISRAEL - 3.2% 31,504 Bezeq Israeli Telecommunication (2) 47,225 19,282 Makhteshim-Agan Industries (2) 73,310 26,500 Super-Sol (2) 113,309 7,400 Teva Pharmaceutical Industries ADR 317,312 --------------- 551,156 MALAYSIA - 3.1% 47,100 Bumiputra-Commerce Holdings BHD (2) 82,110 22,600 Kuala Lumpur Kepong (2) 52,905 326,500 Resorts World (2) 230,662 175,700 Telekom Malaysia (2) 166,302 --------------- 531,979 MEXICO - 3.2% 8,339 America Movil ADR, Series L 258,009 4,100 Fomento Economico Mexicano ADR 103,689 4,900 Grupo Televisa ADR 86,534 75,229 Urbi Desarrollos Urbanos (1) 107,328 --------------- 555,560 The accompanying notes are an integral part of the financial statements. 34 SCHRODER EMERGING MARKET EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2008 Shares Value $ - --------------- --------------- POLAND - 1.6% 1,000 Central European Distribution (1) 28,790 10,002 Powszechna Kasa Oszczednosci Bank Polski (2) 113,013 17,432 Telekomunikacja Polska (2) 131,733 --------------- 273,536 RUSSIA - 9.2% 6,400 LUKOIL ADR 248,320 4,244 Mechel ADR 38,917 9,600 MMC Norilsk Nickel ADR 96,343 6,800 Mobile Telesystems ADR 266,220 37,543 OAO Gazprom ADR 747,597 32,900 Rosneft Oil GDR (2) 150,992 2,500 Uralkali GDR 52,225 --------------- 1,600,614 SOUTH AFRICA - 5.5% 7,012 AngloGold Ashanti (2) 133,428 74,319 FirstRand (2) 108,107 4,921 Impala Platinum Holdings (2) 51,433 28,727 Mr Price Group (2) 70,677 17,875 MTN Group (2) 200,988 8,575 Naspers Class N Shares (2) 142,949 22,242 Raubex Group (2) 57,431 4,648 Sasol (2) 137,382 2,212 Standard Bank Group (2) 17,587 3,933 Telkom (2) 42,743 --------------- 962,725 SOUTH KOREA - 13.1% 4,160 Hana Financial Group (2) 66,761 16,000 Hankook Tire (2) 156,499 3,270 Hyundai Development (2) 89,420 2,029 Hyundai Mobis (2) 120,418 3,173 KB Financial Group (1) 79,480 529 KB Financial Group ADR (1) 13,019 5,700 Korea Exchange Bank (2) 32,040 1,897 KT&G (2) 123,038 655 LG Electronics (2) 49,418 20,810 LG Telecom (2) 149,905 756 POSCO (2) 210,417 872 Samsung Electronics (2) 371,509 1,308 Samsung Electronics GDR (2)(3) 270,036 1,472 Samsung Fire & Marine Insurance (2) 197,012 275 Shinsegae (2) 97,538 1,539 SK Telecom (2) 246,840 --------------- 2,273,350 Shares Value $ - --------------- --------------- TAIWAN - 11.7% 22,000 Cathay Financial Holding (2) 23,637 18,642 Cathay Financial Holding GDR 199,236 274,000 Chinatrust Financial Holding (2) 78,300 17,102 Chunghwa Telecom ADR 281,499 81,263 HON HAI Precision Industry GDR 394,215 16,000 MediaTek (2) 143,341 29,396 Siliconware Precision Industries ADR 165,793 334,000 SinoPac Financial Holdings (2) 70,834 145,000 Taiwan Cement (2) 74,483 73,431 Taiwan Semiconductor Manufacturing 606,540 --------------- 2,037,878 THAILAND - 3.1% 69,900 Advanced Info Service 140,598 59,700 Kasikornbank (2) 86,754 23,000 Kasikornbank (2) 33,456 419,400 Land & Houses (2) 45,149 38,400 PTT Exploration & Production (1)(2) 96,045 93,800 Siam Commercial Bank 140,499 --------------- 542,501 TURKEY - 1.6% 6,264 Tupras Turkiye Petrol Rafine (2) 79,312 43,102 Turk Telekomunikasyon (1)(2) 91,381 39,257 Turkiye Is Bankasi Class C (2) 111,909 --------------- 282,602 --------------- TOTAL COMMON STOCK (Cost $24,944,515) 16,082,517 --------------- PREFERRED STOCK - 3.5% BRAZIL - 3.5% 3,100 Banco Bradesco 35,603 8,579 Bradespar 75,493 500 Centrais Eletricas Brasileiras 5,419 300 Cia de Bebidas das Americas 12,770 8,659 Cia Energetica de Minas Gerais 131,784 4,400 Cia Vale do Rio Doce Class A 51,103 6,605 Eletropaulo Metropolitana Eletricidade de Sao Paulo Class B 81,200 1,600 Gerdau 10,190 700 Metalurgica Gerdau 6,254 6,900 Petroleo Brasileiro 74,431 100 Tam 1,045 700 Telegraph Norte Leste Participacoes 9,479 5,800 Ultrapar Participacoes 107,224 700 Usinas Siderurgicas de Minas Gerais Class A 8,961 --------------- TOTAL PREFERRED STOCK (Cost $917,658) 610,956 --------------- The accompanying notes are an integral part of the financial statements. 35 SCHRODER EMERGING MARKET EQUITY FUND SCHEDULE OF INVESTMENTS (CONCLUDED) OCTOBER 31, 2008 Shares Value $ - --------------- --------------- EQUITY-LINKED WARRANT (3) (4) - 0.8% RUSSIA - 0.8% 150,698 Sberbank Savings Bank of the Russian Federation Expires 02/28/18 (Cost $353,457) 135,628 --------------- Principal Amount $ - --------------- SHORT-TERM INVESTMENT - 3.9% 676,474 JPMorgan Chase Bank, N.A. Time Deposit (Nassau), 0.000% (Cost $676,474) 676,474 --------------- TOTAL INVESTMENTS - 100.8% (Cost $26,892,104) 17,505,575 --------------- OTHER ASSETS LESS LIABILITIES - (0.8)% (132,490) --------------- NET ASSETS - 100.0% $ 17,373,085 =============== (1) Denotes non-income producing security. (2) Security is fair valued. (See Note 2 in Notes to Financial Statements.) (3) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutions. On October 31, 2008, the value of these securities amounted to $698,732, representing 4.0% of the net assets of the Fund. (4) Security is not readily marketable. ADR - American Depositary Receipt GDR - Global Depositary Receipt The accompanying notes are an integral part of the financial statements. 36 SCHRODER U.S. OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS OCTOBER 31, 2008 Shares Value $ - --------------- --------------- COMMON STOCK - 89.2% AUTO & TRANSPORTATION - 1.8% 37,900 BorgWarner 851,613 55,200 Kansas City Southern (1) 1,704,024 66,900 Seaspan 773,364 --------------- 3,329,001 CONSUMER DISCRETIONARY - 16.5% 98,800 AH Belo 327,028 158,500 Ambassadors Group 1,654,740 4,400 Capella Education (1) 208,560 105,500 Casual Male Retail Group (1) 200,450 135,100 Central Garden & Pet (1) 456,638 79,000 Children's Place (1) 2,640,970 21,000 GameStop Class A (1) 575,190 196,600 Geo Group (1) 3,471,956 156,900 Home Inns & Hotels Management ADR (1) 1,569,000 239,000 Internap Network Services (1) 683,540 109,800 Knology (1) 531,432 54,000 Lamar Advertising Class A (1) 819,180 216,100 LKQ (1) 2,472,184 66,000 Regis 816,420 51,000 Rent-A-Center (1) 744,600 199,500 Scientific Games Class A (1) 3,591,000 115,900 Shuffle Master (1) 447,374 9,700 Sohu.com (1) 532,918 85,900 Sonic (1) 919,130 74,200 Standard Parking (1) 1,555,232 110,000 Valueclick (1) 814,000 109,000 Waste Connections (1) 3,689,650 31,800 Watson Wyatt Worldwide Class A 1,350,546 --------------- 30,071,738 CONSUMER STAPLES - 2.5% 19,600 Boston Beer Class A (1) 740,684 20,900 Diamond Foods 610,907 27,000 Sanderson Farms 842,940 102,900 United Natural Foods (1) 2,298,786 --------------- 4,493,317 FINANCIAL SERVICES - 17.1% 96,350 Annaly Capital Management REIT 1,339,265 48,691 Apollo Investment (1)(2) 641,747 82,373 Argo Group International Holdings (1) 2,627,699 20,600 Bank of Hawaii 1,044,626 23,100 Berkshire Hills Bancorp 601,293 263,800 Chimera Investment REIT 759,744 26,943 Cullen/Frost Bankers 1,508,000 10,920 CVB Financial 138,247 45,300 Digital Realty Trust REIT 1,516,644 58,700 Genpact (1) 459,621 66,850 H&E Equipment Services (1) 381,045 35,008 Health Care REIT 1,558,206 Shares Value $ - --------------- --------------- 45,400 Huron Consulting Group (1) 2,468,398 45,300 Investment Technology Group (1) 924,573 74,400 Investors Real Estate Trust REIT 735,072 145,000 Jack Henry & Associates 2,756,450 168,400 MFA Mortgage Investments REIT 926,200 70,500 National Retail Properties REIT 1,257,015 146,300 Online Resources (1) 512,050 113,900 Reinsurance Group of America Class A 4,253,026 42,900 SVB Financial Group (1) 2,207,205 45,000 Westamerica Bancorporation 2,576,250 --------------- 31,192,376 HEALTH CARE - 15.4% 13,100 Air Methods (1) 219,818 69,700 Amsurg (1) 1,738,318 34,200 athenahealth (1) 1,046,520 257,400 Bruker (1) 1,052,766 106,000 Cepheid (1) 1,258,220 110,600 Cooper 1,822,688 35,500 Haemonetics (1) 2,096,630 50,800 HMS Holdings (1) 1,258,316 37,500 Immucor (1) 995,625 211,600 KV Pharmaceutical Class A (1) 3,597,200 55,300 Luminex (1) 1,031,345 53,800 Perrigo 1,829,200 204,100 PSS World Medical (1) 3,702,374 132,600 Skilled Healthcare Group Class A (1) 1,628,328 97,100 Sun Healthcare Group (1) 1,114,708 58,400 Volcano (1) 908,120 22,500 WellCare Health Plans (1) 543,825 52,600 West Pharmaceutical Services 2,099,792 --------------- 27,943,793 MATERIALS & PROCESSING - 6.8% 63,000 Airgas 2,416,680 31,800 Brush Engineered Materials (1) 390,186 91,200 Cabot 2,412,240 27,400 Clean Harbors (1) 1,796,618 55,600 Interface Class A 391,980 54,800 PAN American Silver (1) 636,228 23,800 Perini (1) 452,676 14,300 Royal Gold 412,269 16,700 Schnitzer Steel Industries Class A 449,731 53,200 Scotts Miracle-Gro Class A 1,389,584 59,800 Sonoco Products 1,505,764 43,751 Yamana Gold 202,567 --------------- 12,456,523 OTHER ENERGY - 6.0% 58,900 CARBO Ceramics 2,548,603 31,200 Crew Energy (1) 174,939 103,400 Dresser-Rand Group (1) 2,316,160 124,242 Galleon Energy Class A (1) 660,665 88,800 Key Energy Services (1) 550,560 39,100 Plains Exploration & Production (1) 1,102,620 The accompanying notes are an integral part of the financial statements. 37 SCHRODER U.S. OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS (CONCLUDED) OCTOBER 31, 2008 Shares Value $ - --------------- --------------- 109,700 St. Mary Land & Exploration 2,730,433 57,500 Willbros Group (1) 890,675 --------------- 10,974,655 PRODUCER DURABLES - 5.0% 75,700 Actuant Class A 1,357,301 8,600 ESCO Technologies (1) 296,700 140,400 FEI (1) 2,949,804 57,450 IDEX 1,331,691 27,300 Nordson 1,008,189 39,700 Rofin-Sinar Technologies (1) 884,913 24,100 Ryland Group 452,839 95,600 Veeco Instruments (1) 739,944 --------------- 9,021,381 TECHNOLOGY - 15.1% 500,100 Anadigics (1) 880,176 164,200 Aspen Technology (1) 1,285,686 52,300 Cbeyond (1) 628,646 124,200 Emulex (1) 1,179,900 105,200 F5 Networks (1) 2,611,064 104,800 Gartner (1) 1,928,320 80,000 GeoEye (1) 1,731,200 126,700 Harmonic (1) 900,837 183,400 Informatica (1) 2,576,770 126,400 Intermec (1) 1,639,408 174,900 Interwoven (1) 2,205,489 14,600 MEMSIC (1) 31,536 16,500 Microsemi (1) 358,710 74,860 Parametric Technology (1) 972,432 168,600 QLogic (1) 2,026,572 117,500 Semtech (1) 1,424,100 240,500 SonicWALL (1) 1,077,440 23,100 Standard Microsystems (1) 416,031 143,900 Syniverse Holdings (1) 2,705,320 95,400 Volterra Semiconductor (1) 900,576 --------------- 27,480,213 UTILITIES - 3.0% 70,200 NorthWestern 1,371,708 93,600 Portland General Electric 1,920,672 31,900 UIL Holdings 1,052,700 39,100 Unisource Energy 1,078,378 --------------- 5,423,458 --------------- TOTAL COMMON STOCK (Cost $190,221,298) 162,386,455 --------------- INVESTMENT COMPANY - 1.1% 38,300 iShares Russell 2000 Index Fund (Cost $2,594,775) 2,048,284 --------------- Principal Amount $ Value $ - --------------- --------------- SHORT-TERM INVESTMENT - 9.6% 17,420,532 JPMorgan Chase Bank, N.A. Time Deposit (Nassau), 0.000% (Cost $17,420,532) 17,420,532 --------------- TOTAL INVESTMENTS - 99.9% (Cost $210,236,605) 181,855,271 --------------- OTHER ASSETS LESS LIABILITIES - 0.1% 254,208 --------------- NET ASSETS - 100.0% $ 182,109,479 =============== (1) Denotes non-income producing security. (2) Business development company. ADR - American Depositary Receipt REIT - Real Estate Investment Trust The accompanying notes are an integral part of the financial statements. 38 SCHRODER U.S. SMALL AND MID CAP OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS OCTOBER 31, 2008 Shares Value $ - --------------- --------------- COMMON STOCK - 85.6% AUTO & TRANSPORTATION - 2.5% 5,500 Genuine Parts 216,425 2,200 Wabtec 87,472 --------------- 303,897 CONSUMER DISCRETIONARY - 13.2% 12,600 Corrections Corp. of America (1) 240,786 1,900 DeVry 107,711 4,400 Dick's Sporting Goods (1) 67,408 8,400 Interpublic Group of Cos. (1) 43,596 3,900 Lamar Advertising Class A (1) 59,163 1,000 Magna International Class A 33,810 5,000 Monster Worldwide (1) 71,200 3,200 Regis 39,584 12,700 Republic Services 300,990 5,800 Ross Stores 189,602 13,100 Scientific Games Class A (1) 235,800 6,600 Valueclick (1) 48,840 4,300 VeriSign (1) 91,160 2,000 Watson Wyatt Worldwide Class A 84,940 --------------- 1,614,590 CONSUMER STAPLES - 0.9% 3,800 Ruddick 108,832 --------------- FINANCIAL SERVICES - 12.4% 900 Affiliated Managers Group (1) 41,742 7,500 Annaly Capital Management REIT 104,250 2,000 Bank of Hawaii 101,420 4,300 Broadridge Financial Solutions 52,030 3,600 Cullen/Frost Bankers 201,492 1,300 Dun & Bradstreet 95,797 1,800 Global Payments 72,918 2,400 Health Care REIT 106,824 200 National Western Life Insurance Class A (1) 37,756 400 Nationwide Financial Services Class A 18,924 3,900 People's United Financial 68,250 9,800 Reinsurance Group of America Class A 365,932 1,800 Westamerica Bancorporation 103,050 5,700 WR Berkley 149,739 --------------- 1,520,124 HEALTH CARE - 13.7% 1,200 Alexion Pharmaceuticals (1) 48,900 2,800 Barr Pharmaceuticals (1) 179,928 8,500 DaVita (1) 482,375 2,600 Dentsply International 78,988 1,800 Gen-Probe (1) 84,708 4,800 IMS Health 68,832 3,300 Inverness Medical Innovations (1) 63,195 2,600 Invitrogen (1) 74,854 10,000 Mylan (1) 85,700 4,600 Omnicare 126,822 Shares Value $ - --------------- --------------- 3,900 Perrigo 132,600 1,900 Pharmaceutical Product Development 58,862 1,900 WellCare Health Plans (1) 45,923 3,500 West Pharmaceutical Services 139,720 --------------- 1,671,407 MATERIALS & PROCESSING - 9.8% 5,400 Albemarle 131,490 9,200 Cabot 243,340 2,800 Commercial Metals 31,080 12,700 Crown Holdings (1) 256,286 1,500 Jacobs Engineering Group (1) 54,645 13,900 Pactiv (1) 327,484 1,900 PAN American Silver (1) 22,059 700 Royal Gold 20,181 1,100 Schnitzer Steel Industries Class A 29,623 4,600 ShawCor Class A 69,426 2,470 Yamana Gold 11,436 --------------- 1,197,050 OTHER ENERGY - 5.1% 7,300 Dresser-Rand Group (1) 163,520 5,100 Exterran Holdings (1) 114,291 1,500 FMC Technologies (1) 52,485 3,200 Forest Oil (1) 93,472 19,200 Galleon Energy Class A (1) 102,098 3,600 Plains Exploration & Production (1) 101,520 --------------- 627,386 PRODUCER DURABLES - 3.3% 2,100 Curtiss-Wright 77,490 5,400 Dover 171,558 6,750 IDEX 156,465 --------------- 405,513 TECHNOLOGY - 16.6% 3,500 Adtran 53,200 18,000 Amdocs (1) 406,080 21,900 Brocade Communications Systems (1) 82,563 6,500 Citrix Systems (1) 167,505 7,700 Compuware (1) 49,126 10,200 Emulex (1) 96,900 6,300 F5 Networks (1) 156,366 12,200 Integrated Device Technology (1) 77,592 6,600 Intersil Class A 90,354 14,200 Macrovision Solutions (1) 157,336 5,000 Microchip Technology 123,150 8,200 NetApp (1) 110,946 6,400 Parametric Technology (1) 83,136 4,500 QLogic (1) 54,090 11,500 SAIC (1) 212,405 15,300 Skyworks Solutions (1) 109,089 --------------- 2,029,838 The accompanying notes are an integral part of the financial statements. 39 SCHRODER U.S. SMALL AND MID CAP OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS (CONCLUDED) OCTOBER 31, 2008 Shares Value $ - --------------- --------------- UTILITIES - 8.1% 5,800 Constellation Energy Group 140,418 6,900 NeuStar (1) 135,930 4,200 NII Holdings (1) 108,192 8,100 Northeast Utilities 182,736 9,200 Portland General Electric 188,784 10,600 Sierra Pacific Resources 87,874 11,600 tw telecom (1) 82,128 1,800 US Cellular (1) 68,958 --------------- 995,020 --------------- TOTAL COMMON STOCK (Cost $12,883,466) 10,473,657 --------------- INVESTMENT COMPANIES - 4.9% 3,800 iShares Russell 2000 Index Fund 203,224 6,100 iShares Russell Midcap Index Fund 394,182 --------------- TOTAL INVESTMENT COMPANIES (Cost $610,412) 597,406 --------------- Principal Amount $ - --------------- SHORT-TERM INVESTMENT - 14.0% 1,706,213 JPMorgan Chase Bank, N.A. Time Deposit (Nassau), 0.000% (Cost $1,706,213) 1,706,213 --------------- TOTAL INVESTMENTS - 104.5% (Cost $15,200,091) 12,777,276 --------------- OTHER ASSETS LESS LIABILITIES - (4.5)% (548,529) --------------- NET ASSETS - 100.0% $ 12,228,747 =============== (1) Denotes non-income producing security. REIT - Real Estate Investment Trust The accompanying notes are an integral part of the financial statements. 40 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS OCTOBER 31, 2008 Shares Value $ - --------------- --------------- COMMON STOCK - 89.6% BERMUDA - 1.0% 58,035 Accenture Class A 1,918,057 25,961 ACE 1,489,123 8,367 Axis Capital Holdings 238,292 32,944 Nabors Industries (1) 473,735 2,600 PartnerRe 175,994 5,890 Platinum Underwriters Holdings 186,948 9,000 RenaissanceRe Holdings 413,100 --------------- Total Bermuda 4,895,249 --------------- CANADA - 6.2% 31,300 AGF Management Class B 343,492 18,600 Agrium 710,190 12,200 Bank of Montreal 434,042 38,173 Bank of Nova Scotia 1,268,750 32,721 Barrick Gold 745,775 40,287 BCE 1,167,097 5,550 Bell Aliant Regional Communications Income Fund (1)(2)(3)(4) 110,201 39,427 Canadian National Railway 1,705,938 26,427 Canadian Natural Resources 1,329,218 10,700 Davis & Henderson Income Fund 132,732 41,283 EnCana 2,090,438 42,600 Energy Savings Income Fund (1) 429,805 48,654 Gerdau Ameristeel 269,543 36,300 Goldcorp 676,647 18,800 Harry Winston Diamond 182,683 26,200 Husky Energy 784,353 7,900 IGM Financial 238,071 90,752 Manulife Financial 1,810,237 17,400 Methanex 196,995 13,800 Nexen 218,435 22,739 Penn West Energy Trust 404,119 2,996 Penn West Energy Trust (United States) 53,509 21,300 Petro-Canada 530,915 19,594 Power Corp. of Canada 424,548 27,600 Power Financial 688,631 31,454 Research In Motion (1) 1,587,267 51,000 Rogers Communications Class B 1,475,761 59,986 Royal Bank of Canada 2,323,639 26,000 Saputo 541,846 72,058 Shaw Communications Class B 1,257,976 5,900 Shoppers Drug Mart 226,398 63,400 Suncor Energy 1,517,888 2,079 Teck Cominco Class B 20,632 41,130 Teck Cominco (United States) Class B 403,485 49,438 Toronto-Dominion Bank 2,327,168 45,700 TransCanada 1,376,442 11,500 Vermilion Energy Trust 284,362 --------------- Total Canada 30,289,228 --------------- Shares Value $ - --------------- --------------- CAYMAN ISLANDS - 0.2% 16,600 Garmin 372,670 58,611 Seagate Technology 396,796 --------------- Total Cayman Islands 769,466 --------------- UNITED STATES - 82.2% APPAREL & ACCESSORY STORES - 0.9% 89,000 Gap 1,151,660 43,762 Kohl's (1) 1,537,359 47,400 Limited Brands 567,852 23,900 Nordstrom 432,351 22,700 Ross Stores 742,063 --------------- 4,431,285 APPAREL & OTHER FINISHED PRODUCTS - 0.3% 6,900 Phillips-Van Heusen 169,119 5,300 Polo Ralph Lauren 250,001 18,566 VF 1,022,987 --------------- 1,442,107 AUTOMOTIVE DEALERS & GASOLINE SERVICE STATIONS - 0.3% 13,100 Advance Auto Parts 408,720 6,421 Autozone (1) 817,329 --------------- 1,226,049 BUILDING CONSTRUCTION GENERAL CONTRACTORS - 0.0% 400 NVR (1) 196,084 --------------- BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY & MOBILE HOME DEALERS - 0.8% 119,900 Home Depot 2,828,441 6,900 Lowe's 149,730 13,472 Sherwin-Williams 766,691 --------------- 3,744,862 BUSINESS SERVICES - 5.7% 51,400 Activision Blizzard (1) 640,444 21,700 Adobe Systems (1) 578,088 16,826 Affiliated Computer Services Class A (1) 689,866 10,500 Arbitron 342,090 52,094 Automatic Data Processing 1,820,685 13,100 Cadence Design Systems (1) 53,317 33,300 Check Point Software Technologies (1) 673,326 21,200 Computer Sciences (1) 639,392 21,600 Convergys (1) 166,104 14,900 CSG Systems International (1) 247,787 35,200 Earthlink (1) 242,880 20,900 Fair Isaac 325,831 26,400 Fidelity National Information Services 398,376 The accompanying notes are an integral part of the financial statements. 41 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2008 Shares Value $ - --------------- --------------- 6,602 Google Class A (1) 2,372,495 12,100 Heartland Payment Systems 210,661 27,800 infoGROUP 123,988 13,200 Lender Processing Services 304,524 10,000 Manpower 311,300 3,381 Mastercard Class A 499,779 398,934 Microsoft 8,908,196 3,700 MicroStrategy Class A (1) 145,669 33,966 Omnicom Group 1,003,356 244,906 Oracle (1) 4,479,331 16,900 Robert Half International 318,903 2,400 Sohu.com (1) 131,856 8,400 Sybase (1) 223,692 58,800 Symantec (1) 739,704 40,700 Total System Services 559,218 15,920 United Online 117,808 38,000 Western Union 579,880 --------------- 27,848,546 CHEMICALS & ALLIED PRODUCTS - 11.0% 85,143 Abbott Laboratories 4,695,636 59,813 Amgen (1) 3,582,201 26,600 Bristol-Myers Squibb 546,630 3,200 CF Industries Holdings 205,408 21,700 Clorox 1,319,577 4,200 Colgate-Palmolive 263,592 61,600 Dow Chemical 1,642,872 55,500 EI Du Pont de Nemours 1,776,000 60,773 Eli Lilly 2,055,343 15,500 Estee Lauder Class A 558,620 34,183 Genentech (1) 2,835,138 16,100 Genzyme (1) 1,173,368 46,146 Gilead Sciences (1) 2,115,794 136,741 Johnson & Johnson 8,387,693 56,000 King Pharmaceuticals (1) 492,240 6,700 Lubrizol 251,786 72,928 Merck 2,257,122 9,220 Monsanto 820,396 278,251 Pfizer 4,927,825 145,067 Procter & Gamble 9,362,624 12,300 Sepracor (1) 163,836 9,500 Terra Industries 208,905 8,700 USANA Health Sciences (1) 330,078 28,600 Viropharma (1) 358,644 108,178 Wyeth 3,481,168 --------------- 53,812,496 COAL MINING - 0.0% 4,800 Natural Resource Partners LP 112,896 --------------- COMMUNICATIONS - 3.5% 279,023 AT&T 7,469,446 9,100 Atlantic Tele-Network 221,403 16,396 CenturyTel 411,704 Shares Value $ - --------------- --------------- 36,170 Comcast Class A 570,039 55,206 DIRECTV Group (1) 1,208,459 27,000 Embarq 810,000 88,000 Frontier Communications 669,680 14,400 NII Holdings (1) 370,944 10,100 NTELOS Holdings 262,600 138,531 Verizon Communications 4,110,215 53,896 Viacom Class B (1) 1,089,777 --------------- 17,194,267 DEPOSITORY INSTITUTIONS - 7.2% 6,100 Associated Banc-Corp 134,566 249,738 Bank of America 6,036,167 25,743 Bank of New York Mellon 839,222 42,244 BB&T 1,514,447 32,697 Capital One Financial 1,279,107 226,001 Citigroup 3,084,914 10,200 City Bank 105,060 4,900 City Holding 205,016 7,100 Comerica 195,889 160,138 JPMorgan Chase 6,605,693 5,100 M&T Bank 413,610 4,400 Midwest Banc Holdings 13,244 14,000 Northern Trust 788,340 11,600 Pacific Capital Bancorp 227,824 6,500 PacWest Bancorp 162,435 8,000 PNC Financial Services Group 533,360 30,100 Regions Financial 333,809 39,100 State Street 1,694,985 20,900 Sterling Bancshares 166,364 33,200 SunTrust Banks 1,332,648 45,500 Synovus Financial 470,015 20,800 TCF Financial 368,992 6,600 Trustmark 135,432 96,427 U.S. Bancorp 2,874,489 142,890 Wells Fargo 4,865,404 11,400 Whitney Holding 216,600 8,800 Zions Bancorporation 335,368 --------------- 34,933,000 EATING & DRINKING PLACES - 0.9% 26,700 Brinker International 248,310 24,900 CKE Restaurants 211,401 8,500 Darden Restaurants 188,445 41,475 McDonald's 2,402,647 40,753 Yum! Brands 1,182,244 --------------- 4,233,047 ELECTRIC, GAS & SANITARY SERVICES - 2.0% 17,572 American Electric Power 573,374 38,800 Centerpoint Energy 446,976 26,100 Cleco 600,561 47,660 Dominion Resources 1,729,105 14,300 Edison International 508,937 70,900 El Paso 687,730 The accompanying notes are an integral part of the financial statements. 42 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2008 Shares Value $ - --------------- --------------- 15,500 PG&E 568,385 4,400 Pinnacle West Capital 139,260 52,822 Republic Services 1,251,882 29,000 SCANA 954,390 33,500 Southern 1,150,390 8,700 Southern Union 149,814 50,000 TECO Energy 577,000 15,500 Williams 325,035 --------------- 9,662,839 ELECTRONIC & OTHER ELECTRICAL EQUIPMENT - 5.9% 25,500 Amphenol Class A 730,575 24,800 Analog Devices 529,728 5,500 Ceradyne (1) 129,250 178,186 Cisco Systems (1) 3,166,365 14,400 Cooper Industries Class A 445,680 16,800 Diodes (1) 165,984 56,464 Emerson Electric 1,848,067 477,684 General Electric 9,319,615 15,200 Harris 546,440 276,450 Intel 4,423,200 9,200 L-3 Communications Holdings 746,764 16,486 Maxim Integrated Products 224,210 34,300 Micrel 252,105 46,721 National Semiconductor 615,315 25,100 Nvidia (1) 219,876 17,800 Plexus (1) 332,148 77,391 Qualcomm 2,960,980 83,386 Texas Instruments 1,631,030 17,900 Xilinx 329,718 --------------- 28,617,050 FABRICATED METAL PRODUCTS - 0.4% 6,500 Ball 222,300 47,692 Illinois Tool Works 1,592,436 --------------- 1,814,736 FOOD & KINDRED PRODUCTS - 3.2% 100,886 Coca-Cola 4,445,037 18,100 Flowers Foods 536,665 18,100 General Mills 1,226,094 22,500 HJ Heinz 985,950 13,300 Hormel Foods 375,858 13,900 J&J Snack Foods 435,904 27,800 Kellogg 1,401,676 36,200 Kraft Foods Class A 1,054,868 5,100 McCormick 171,666 20,900 Pepsi Bottling Group 483,208 82,283 PepsiCo 4,690,954 --------------- 15,807,880 FORESTRY - 0.2% 31,485 Plum Creek Timber REIT 1,173,761 --------------- Shares Value $ - --------------- --------------- GENERAL MERCHANDISE STORES - 2.8% 21,400 Costco Wholesale 1,220,014 20,100 Family Dollar Stores 540,891 56,777 Target 2,277,893 53,520 TJX 1,432,195 149,300 Wal-Mart Stores 8,332,433 --------------- 13,803,426 HEALTH SERVICES - 0.5% 16,800 DaVita (1) 953,400 11,100 Express Scripts (1) 672,771 13,600 Laboratory Corp. of America Holdings (1) 836,264 4,600 Pediatrix Medical Group (1) 177,790 --------------- 2,640,225 HOLDING & OTHER INVESTMENT OFFICES - 2.1% 13,552 Anthracite Capital REIT 58,816 3,700 AvalonBay Communities REIT 262,774 36 Berkshire Hathaway Class A (1) 4,157,640 360 Berkshire Hathaway Class B (1) 1,382,400 5,700 Boston Properties REIT 404,016 874 Brookfield Infrastructure Partners LP 13,110 23,200 Capstead Mortgage REIT 233,160 16,500 Gramercy Capital REIT 43,890 24,516 Host Hotels & Resorts REIT 253,495 31,400 Kimco Realty REIT 709,012 4,500 Liberty Property Trust REIT 107,325 7,900 National Health Investors REIT 236,526 20,300 Prologis REIT 284,200 6,000 Public Storage REIT 489,000 11,909 Simon Property Group REIT 798,260 6,200 Tanger Factory Outlet Centers REIT 224,254 5,000 Ventas REIT 180,300 7,200 Vornado Realty Trust REIT 507,960 5,010 Winthrop Realty Trust REIT 12,826 --------------- 10,358,964 HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES - 0.5% 20,300 Bed Bath & Beyond (1) 523,131 53,318 Best Buy 1,429,456 36,300 Williams-Sonoma 300,564 --------------- 2,253,151 HOTELS, ROOMING HOUSES, CAMPS & OTHER LODGING - 0.1% 12,100 Vail Resorts (1) 402,446 --------------- The accompanying notes are an integral part of the financial statements. 43 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2008 Shares Value $ - --------------- --------------- INDUSTRIAL & COMMERCIAL MACHINERY/COMPUTER EQUIPMENT - 5.9% 25,725 3M 1,654,117 3,500 AAON 57,715 33,742 Apple (1) 3,630,302 136,001 Applied Materials 1,755,773 2,900 Black & Decker 146,798 10,400 Cameron International (1) 252,304 29,397 Caterpillar 1,122,083 12,400 Cummins 320,540 9,500 Cymer (1) 232,465 19,137 Deere 737,923 106,602 Dell (1) 1,295,214 11,700 Dover 371,709 4,600 Eaton 205,160 4,800 Flowserve 273,216 15,300 Gardner Denver (1) 391,986 18,300 Graco 452,559 131,114 Hewlett-Packard 5,019,044 69,118 International Business Machines 6,425,900 35,700 International Game Technology 499,800 5,800 Joy Global 168,084 6,900 Lam Research (1) 154,284 23,777 Lexmark International Class A (1) 614,160 14,800 Rockwell Automation 409,516 12,220 Smith International 421,346 12,200 Stanley Works 399,428 24,500 Varian Medical Systems (1) 1,114,995 32,639 Western Digital (1) 538,544 --------------- 28,664,965 INSURANCE CARRIERS - 3.4% 32,481 Aetna 807,802 3,033 Aflac 134,301 43,238 Allstate 1,141,051 24,200 American Financial Group 550,066 91,723 American International Group 175,191 5,000 Amerisafe (1) 86,200 28,685 Assurant 730,894 17,400 Catalyst Health Solutions (1) 293,538 21,479 Chubb 1,113,042 7,400 Cincinnati Financial 192,326 10,100 CNA Surety (1) 139,885 25,200 Delphi Financial Group Class A 396,900 32,400 Hartford Financial Services Group 334,368 16,929 HCC Insurance Holdings 373,454 23,193 Lincoln National 399,847 16,800 Meadowbrook Insurance Group 88,536 42,200 MetLife 1,401,884 21,200 Principal Financial Group 402,588 29,500 Prudential Financial 885,000 5,900 RLI 338,601 5,600 Safety Insurance Group 212,744 10,720 Selective Insurance Group 254,600 Shares Value $ - --------------- --------------- 13,300 Torchmark 555,541 27,619 Travelers 1,175,188 81,712 UnitedHealth Group 1,939,026 60,000 Unum Group 945,000 34,672 WellPoint (1) 1,347,701 8,085 WR Berkley 212,393 --------------- 16,627,667 MEASURING, ANALYZING & CONTROLLING INSTRUMENTS - 2.6% 15,817 Agilent Technologies (1) 350,979 12,900 Alcon (1) 1,136,748 43,321 Baxter International 2,620,487 5,400 Becton Dickinson 374,760 1,900 Intuitive Surgical (1) 328,301 71,847 Medtronic 2,897,589 9,800 MTS Systems 318,304 8,872 Rockwell Collins 330,305 5,100 Roper Industries 231,285 38,939 St. Jude Medical (1) 1,480,850 21,800 Stryker 1,165,428 12,400 Waters (1) 543,120 19,753 Zimmer Holdings (1) 917,132 --------------- 12,695,288 METAL MINING - 0.2% 21,066 Freeport-McMoRan Copper & Gold 613,021 20,500 Newmont Mining 539,970 --------------- 1,152,991 MISCELLANEOUS MANUFACTURING INDUSTRIES - 0.2% 13,145 Hasbro 382,125 29,000 Mattel 435,580 --------------- 817,705 MISCELLANEOUS RETAIL - 1.3% 12,397 Amazon.com (1) 709,605 68,028 CVS/Caremark 2,085,058 26,400 PetSmart 519,816 19,100 Tiffany 524,295 84,159 Walgreen 2,142,688 17,600 World Fuel Services 377,168 --------------- 6,358,630 MOTION PICTURES - 0.6% 178,584 Time Warner 1,801,913 34,840 Walt Disney 902,356 --------------- 2,704,269 MOTOR FREIGHT TRANSPORTATION & WAREHOUSING - 0.3% 6,100 Forward Air 159,637 20,737 JB Hunt Transport Services 589,553 11,500 United Parcel Service Class B 606,970 --------------- 1,356,160 The accompanying notes are an integral part of the financial statements. 44 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2008 Shares Value $ - --------------- --------------- NON-DEPOSITORY CREDIT INSTITUTIONS - 0.6% 24,100 Advanta Class B 108,932 52,800 American Express 1,452,000 7,600 Asta Funding 25,840 106,400 Discover Financial Services 1,303,400 --------------- 2,890,172 OIL & GAS EXTRACTION - 3.9% 22,184 Anadarko Petroleum 783,095 15,873 Apache 1,306,824 26,000 Baker Hughes 908,700 13,986 BJ Services 179,720 23,500 Chesapeake Energy 516,295 10,000 Cimarex Energy 404,600 32,553 Devon Energy 2,632,236 4,600 Diamond Offshore Drilling 408,480 19,400 ENSCO International 737,394 62,000 Halliburton 1,226,980 9,500 Helmerich & Payne 325,945 21,800 Noble 702,178 13,211 Noble Energy 684,594 47,982 Occidental Petroleum 2,664,920 13,164 Patterson-UTI Energy 174,686 7,800 Rowan 141,492 22,504 Schlumberger 1,162,332 16,500 St. Mary Land & Exploration 410,685 15,197 Transocean 1,251,169 7,300 Ultra Petroleum (1) 339,815 40,162 Weatherford International (1) 677,935 37,550 XTO Energy 1,349,922 --------------- 18,989,997 PAPER & ALLIED PRODUCTS - 0.0% 4,800 Bemis 119,232 --------------- PERSONAL SERVICES - 0.1% 12,900 Cintas 305,730 --------------- PETROLEUM REFINING - 6.2% 97,145 Chevron 7,247,017 73,404 ConocoPhillips 3,818,476 227,898 Exxon Mobil 16,891,800 12,773 Hess 769,062 14,400 Murphy Oil 729,216 23,984 Valero Energy 493,591 --------------- 29,949,162 PRIMARY METAL INDUSTRIES - 0.8% 38,500 Alcoa 443,135 24,300 Allegheny Technologies 644,922 104,491 Corning 1,131,637 26,600 Nucor 1,077,566 28,100 Steel Dynamics 334,952 8,200 United States Steel 302,416 --------------- 3,934,628 Shares Value $ - --------------- --------------- PRINTING, PUBLISHING & ALLIED INDUSTRIES - 0.4% 11,600 John Wiley & Sons Class A 403,448 46,212 McGraw-Hill 1,240,330 21,400 News Class A 227,696 --------------- 1,871,474 RAILROAD TRANSPORTATION - 0.8% 23,580 Burlington Northern Santa Fe 2,100,035 19,400 CSX 886,968 18,200 Norfolk Southern 1,090,908 --------------- 4,077,911 SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES - 1.8% 2,800 BlackRock 367,752 39,700 Broadridge Financial Solutions 480,370 76,800 Charles Schwab 1,468,416 14,200 Cohen & Steers 258,014 15,300 Franklin Resources 1,040,400 20,345 Goldman Sachs Group 1,881,912 5,300 Greenhill 349,641 29,800 Merrill Lynch 553,982 36,300 Morgan Stanley 634,161 6,000 Nasdaq OMX Group (1) 194,760 10,900 Raymond James Financial 253,861 20,209 T Rowe Price Group 799,064 40,534 TD Ameritrade Holding (1) 538,697 --------------- 8,821,030 TOBACCO PRODUCTS - 1.3% 62,065 Altria Group 1,191,027 99,959 Philip Morris International 4,345,218 14,400 Reynolds American 705,024 --------------- 6,241,269 TRANSPORTATION EQUIPMENT - 1.9% 18,600 Boeing 972,222 22,100 General Dynamics 1,333,072 10,600 Goodrich 387,536 24,437 Harley-Davidson 598,218 9,500 Harsco 224,865 34,665 Honeywell International 1,055,549 30,047 Lockheed Martin 2,555,497 6,400 Polaris Industries 215,488 19,900 Trinity Industries 335,912 29,977 United Technologies 1,647,536 3,200 WABCO Holdings 58,784 --------------- 9,384,679 TRANSPORTATION SERVICES - 0.2% 10,600 Ambassadors Group 110,664 13,028 CH Robinson Worldwide 674,590 --------------- 785,254 WATER TRANSPORTATION - 0.0% 4,700 Overseas Shipholding Group 176,626 --------------- The accompanying notes are an integral part of the financial statements. 45 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS (CONCLUDED) OCTOBER 31, 2008 Shares Value $ - --------------- --------------- WHOLESALE TRADE NON-DURABLE GOODS - 0.9% 12,952 AmerisourceBergen 405,009 7,200 Endo Pharmaceuticals Holdings (1) 133,200 24,900 McKesson 916,071 24,388 Nike Class B 1,405,480 59,600 SYSCO 1,561,520 --------------- 4,421,280 WHOLESALE TRADE-DURABLE GOODS - 0.5% 8,582 Anixter International (1) 288,441 23,700 Fastenal 954,162 17,000 Ingram Micro Class A (1) 226,610 15,500 Pool 269,855 10,200 WW Grainger 801,414 --------------- 2,540,482 --------------- Total United States 400,595,718 --------------- TOTAL COMMON STOCK (Cost $559,037,629) 436,549,661 --------------- RIGHT - 0.0% UNITED STATES - 0.0% 9,200 Fresenius Kabi Pharmaceuticals Expires 06/11 (1) (Cost $9,200) 10,580 --------------- Principal Amount $ Value $ - --------------- --------------- SHORT-TERM INVESTMENT - 9.0% 43,749,841 JPMorgan Chase Bank, N.A. Time Deposit (Nassau), 0.000% (Cost $43,749,841) 43,749,841 --------------- TOTAL INVESTMENTS - 98.6% (Cost $602,796,670) 480,310,082 --------------- OTHER ASSETS LESS LIABILITIES - 1.4% 6,723,366 --------------- NET ASSETS - 100.0% $ 487,033,448 =============== (1) Denotes non-income producing security. (2) Security considered illiquid. On October 31, 2008 the value of these securities amounted to $110,201, representing less than 0.1% of the net assets of the Fund. (3) Security is fair valued. (See Note 2 in Notes to Financial Statements.) (4) Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutions. On October 31, 2008, the value of this security amounted to $110,201, representing less than 0.1% of the net assets of the Fund. CAD - Canadian Dollar LP - Limited Partnership REIT - Real Estate Investment Trust USD - United States Dollar FUTURES CONTRACTS: The Fund had the following futures contracts outstanding as of October 31, 2008: NUMBER NET OF EXPIRATION UNREALIZED CONTRACTS VALUE DATE DEPRECIATION --------- ----------- ---------- ------------ LONG: S&P 500 Index 189 $45,704,925 Dec-08 $(6,229,374) =========== FORWARD FOREIGN CURRENCY CONTRACTS: The Fund had the following forward foreign currency contracts outstanding as of October 31, 2008: NET UNREALIZED SETTLEMENT APPRECIATION DATE CURRENCY TO DELIVER CURRENCY TO RECEIVE (DEPRECIATION) - ---------- ------------------- ------------------- -------------- 11/25/08 CAD 21,117,040 USD 20,113,429 $ 2,650,626 11/25/08 USD 21,277,702 CAD 22,928,882 (2,316,591) ----------- $ 334,035 =========== The accompanying notes are an integral part of the financial statements. 46 SCHRODER TOTAL RETURN FIXED INCOME FUND SCHEDULE OF INVESTMENTS OCTOBER 31, 2008 Principal Amount $ Value $ - --------------- --------------- U.S. GOVERNMENT MORTGAGE- BACKED OBLIGATIONS - 46.3% FHLMC Gold 354,609 6.500%, 07/01/32 361,834 27,215 6.000%, 12/01/28 27,391 609,030 5.000%, 07/01/33 577,716 2,038,981 5.000%, 08/01/33 1,934,143 267,301 4.500%, 03/01/19 255,290 50 FHLMC IO (1) 626.687%, 01/15/22 921 FHLMC 1,928,026 5.500%, 04/01/38 1,881,312 1,914,156 5.000%, 11/01/36 1,813,344 1,550,000 FNMA TBA 5.500%, 11/25/38 1,514,156 FNMA 123,404 7.500%, 12/01/29 129,910 4,006 7.000%, 12/01/10 4,022 182,311 6.000%, 12/01/28 183,669 288,328 6.000%, 10/01/29 290,115 4,998,828 6.000%, 09/01/38 4,998,568 279,742 5.500%, 10/01/32 274,132 321,819 5.500%, 01/01/33 315,366 2,610,262 5.500%, 07/01/33 2,556,289 3,279,881 5.500%, 12/01/35 3,210,013 4,023,471 5.000%, 06/01/35 3,817,855 3,559,974 5.000%, 11/01/35 3,375,819 668,042 4.500%, 10/01/33 608,071 GNMA 27,488 8.000%, 11/15/17 29,036 17,442 8.000%, 06/15/26 18,674 136,887 7.000%, 09/15/23 141,426 3,300,799 6.000%, 09/20/37 3,301,798 469,727 5.500%, 01/15/34 461,617 228,619 5.500%, 09/20/34 224,643 1,048,792 5.500%, 10/15/34 1,030,509 619,699 5.500%, 01/15/35 608,709 --------------- TOTAL U.S. GOVERNMENT MORTGAGE-BACKED OBLIGATIONS (Cost $34,706,273) 33,946,348 --------------- U.S. GOVERNMENT AGENCY OBLIGATIONS - 14.2% 1,355,000 FHLB 3.625%, 10/18/13 1,308,434 8,985,000 FHLMC 3.125%, 10/25/10 9,009,547 125,000 FNMA 4.250%, 05/15/09 126,015 --------------- TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS (Cost $10,450,799) 10,443,996 --------------- Principal Amount $ Value $ - --------------- --------------- CORPORATE OBLIGATIONS (6) - 13.5% 225,000 Abbott Laboratories 5.600%, 11/30/17 207,576 120,000 AES 8.000%, 10/15/17 93,000 280,000 Aetna 6.500%, 09/15/18 240,433 320,000 Agrium 6.750%, 01/15/19 289,162 170,000 Airgas (2) 7.125%, 10/01/18 140,675 225,000 American International Group 4.250%, 05/15/13 84,120 425,000 Apache 6.900%, 09/15/18 403,046 165,000 Assured Guaranty, Series A (3) 6.400%, 12/15/66 41,250 250,000 Bank of America 6.100%, 06/15/17 218,878 205,000 Barclays Bank 5.450%, 09/12/12 197,715 120,000 Chesapeake Energy 6.500%, 08/15/17 88,950 195,000 Chubb 6.500%, 05/15/38 149,094 465,000 Comcast 6.400%, 05/15/38 356,645 275,000 CVS/Caremark 5.750%, 06/01/17 222,293 125,000 Frontier Communications 6.250%, 01/15/13 104,063 60,000 FTI Consulting 7.625%, 06/15/13 57,450 115,000 GameStop 8.000%, 10/01/12 107,237 175,000 General Electric Capital 6.150%, 08/07/37 129,039 HSBC Holdings 280,000 6.800%, 06/01/38 231,711 135,000 6.500%, 09/15/37 106,448 275,000 ING Bank (2) 5.125%, 05/01/15 265,398 250,000 JPMorgan Chase Bank 5.875%, 06/13/16 226,689 360,000 JPMorgan Chase 4.750%, 05/01/13 333,955 285,000 Kimberly-Clark 7.500%, 11/01/18 287,165 The accompanying notes are an integral part of the financial statements. 47 SCHRODER TOTAL RETURN FIXED INCOME FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2008 Principal Amount $ Value $ - --------------- --------------- 240,000 Kraft Foods 6.125%, 08/23/18 204,537 250,000 Merrill Lynch 6.875%, 04/25/18 222,418 505,000 Midamerican Energy Holdings 5.750%, 04/01/18 423,231 125,000 Nevada Power, Series L 5.875%, 01/15/15 108,789 245,000 ONEOK Partners LP 6.150%, 10/01/16 198,203 150,000 Pemex Project Funding Master Trust (2) 5.750%, 03/01/18 117,750 PepsiCo 250,000 7.900%, 11/01/18 264,211 170,000 5.000%, 06/01/18 147,131 190,000 Philip Morris International 6.375%, 05/16/38 151,038 250,000 PNC Bank 6.875%, 04/01/18 230,867 165,000 Qwest 7.625%, 06/15/15 127,050 215,000 Rogers Communications 6.800%, 08/15/18 188,453 475,000 Schering-Plough 6.000%, 09/15/17 417,981 120,000 Sprint Capital 8.375%, 03/15/12 96,666 140,000 SPX (2) 7.625%, 12/15/14 117,775 160,000 Telecom Italia Capital 7.721%, 06/04/38 109,114 305,000 Time Warner Cable 5.850%, 05/01/17 250,257 485,000 Union Pacific 7.875%, 01/15/19 480,866 Verizon Communications 115,000 8.950%, 03/01/39 117,013 260,000 5.250%, 04/15/13 239,204 325,000 Viacom 6.750%, 10/05/37 216,313 485,000 Wells Fargo 5.625%, 12/11/17 428,596 185,000 Windstream 7.000%, 03/15/19 113,775 455,000 XTO Energy 6.500%, 12/15/18 381,689 --------------- TOTAL CORPORATE OBLIGATIONS (Cost $11,340,880) 9,934,919 --------------- Principal Amount $ Value $ - --------------- --------------- U.S. TREASURY OBLIGATIONS (6) - 9.1% U.S. Treasury Bonds 1,560,000 6.250%, 08/15/23 1,785,956 1,405,000 4.500%, 05/15/38 1,436,503 U.S. Treasury Notes 1,425,000 4.500%, 11/30/11 1,539,335 350,000 2.750%, 10/31/13 348,934 1,565,000 2.375%, 08/31/10 1,589,453 --------------- TOTAL U.S. TREASURY OBLIGATIONS (Cost $6,722,723) 6,700,181 --------------- COMMERCIAL MORTGAGE-BACKED OBLIGATIONS - 7.2% 1,410,000 Merrill Lynch Mortgage Trust, Series 2002-MW1, Class A4 5.619%, 07/12/34 1,304,886 1,330,000 Merrill Lynch Mortgage Trust, Series 2004-BPC1, Class A3 (3) 4.467%, 10/12/41 1,206,376 1,255,000 Morgan Stanley Capital I, Series 2003-T11, Class A3 4.850%, 06/13/41 1,188,737 1,780,000 Wachovia Bank Commercial Mortgage Trust, Series 2005-C19, Class A5 4.661%, 05/15/44 1,562,927 --------------- TOTAL COMMERCIAL MORTGAGE-BACKED OBLIGATIONS (Cost $5,641,345) 5,262,926 --------------- COMMERCIAL PAPER (4) - 4.8% 3,500,000 Barclays Capital 2.648%, 11/26/08 3,493,608 --------------- TOTAL COMMERCIAL PAPER (Cost $3,493,608) 3,493,608 --------------- COLLATERALIZED MORTGAGE OBLIGATIONS - 3.6% 217,721 Citigroup Mortgage Loan Trust, Series 2003-1, Class WA2 6.500%, 06/25/31 203,607 373,368 Citigroup Mortgage Loan Trust, Series 2003-UP3 Class A2 7.000%, 09/25/33 356,322 1,744,763 Countrywide Alternative Loan Trust, Series 2007-25, Class 1A2 6.500%, 11/25/37 1,177,753 1,060,000 Greenwich Capital Commercial Funding, Series 2007-GG11, Class A4 5.736%, 12/10/49 792,362 The accompanying notes are an integral part of the financial statements. 48 SCHRODER TOTAL RETURN FIXED INCOME FUND SCHEDULE OF INVESTMENTS (CONCLUDED) OCTOBER 31, 2008 Principal Amount $ Value $ - --------------- --------------- 60,882 Residential Accredit Loans, Series 1999-QS4, Class A1 6.250%, 03/25/14 59,684 18,779 Salomon Brothers Mortgage Securities VII, Series 2001-CPB1, Class A (3) 6.186%, 12/25/30 16,716 --------------- TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $3,392,289) 2,606,444 --------------- ASSET-BACKED SECURITIES - 0.1% 36,176 Hedged Mutual Fund Fee Trust, Series 2003-2, Class 2 (1)(2)(3)(5) 4.840%, 03/02/11 36,142 15,833 Home Equity Asset Trust, Series 2003-1, Class B2 (1)(3) 7.509%, 06/25/33 336 13,750 Option One Mortgage Loan Trust, Series 2002-3, Class M2 (3) 4.954%, 08/25/32 2,855 26,824 Structured Asset Investment Loan Trust, Series 2004-1, Class M4 (1) (3) 7.384%, 02/25/34 4,496 --------------- TOTAL ASSET-BACKED SECURITIES (Cost $81,511) 43,829 --------------- SHORT-TERM INVESTMENT - 1.0% 719,429 JPMorgan Chase Bank, N.A. Time Deposit (Nassau), 0.000% (Cost $719,429) 719,429 --------------- TOTAL INVESTMENTS - 99.8% (Cost $76,548,857) 73,151,680 --------------- OTHER ASSETS LESS LIABILITIES - 0.2% 154,584 --------------- NET ASSETS - 100.0% $ 73,306,264 =============== FUTURES CONTRACTS: The Fund had the following futures contracts outstanding as of October 31, 2008: NUMBER NET UNREALIZED OF EXPIRATION APPRECIATION CONTRACTS VALUE DATE (DEPRECIATION) --------- ---------- ---------- -------------- LONG: U.S. Treasury 5 Year Note 87 $9,853,430 Dec-08 $ 86,843 90-Day Euro 37 9,008,113 Sept-09 (18,029) -------- 68,814 -------- SHORT: U.S. Long Bond 30 3,393,750 Dec-08 134,411 -------- $203,225 ======== (1) Security considered illiquid. On October 31, 2008 the value of these securities amounted to $41,895, representing 0.1% of the net assets of the Fund. (2) Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutions. On October 31, 2008, the value of this security amounted to $677,740, representing 0.9% of the net assets of the Fund. (3) Variable Rate Security - Rate disclosed is as of October 31, 2008. (4) The rate shown represents the security's effective yield at time of purchase. (5) Security is considered restricted. (6) Security, or a portion of this security, has been pledged as collateral on open derivative positions and mortgage dollar rolls. FHLB - Federal Home Loan Bank FHLMC - Federal Home Loan Mortgage Corporation FNMA - Federal National Mortgage Association GNMA - Government National Mortgage Association IO - Interest Only Security LP - Limited Partnership TBA - To Be Announced The accompanying notes are an integral part of the financial statements. 49 SCHRODER MULTI-ASSET GROWTH PORTFOLIO SCHEDULE OF INVESTMENTS OCTOBER 31, 2008 Shares Value $ - --------------- --------------- EQUITIES - 35.6% DOMESTIC EQUITY - 13.8% 376,803 Schroder U.S. Small and Mid Cap Opportunities Fund+ 2,999,353 --------------- INTERNATIONAL EQUITIES - 21.8% 2,048 iShares MSCI EAFE Index Fund 91,382 17,443 iShares MSCI Pacific ex-Japan Index Fund 460,146 111,288 Schroder Emerging Market Equity Fund+ 777,900 291,017 Schroder International Alpha Fund+ 1,958,542 255,696 Schroder International Diversified Value Fund+ 1,434,453 --------------- 4,722,423 TOTAL EQUITIES (Cost $11,193,261) 7,721,776 --------------- FIXED INCOME - 26.7% CORPORATE BOND - 9.3% 22,861 iShares iBoxx Investment Grade Corporate Bond Fund 2,003,767 --------------- EMERGING MARKET BONDS - 6.2% 20,092 PIMCO Developing Local Markets Fund 176,408 84,030 PIMCO Emerging Markets Bond Fund 659,632 29,769 PowerShares Emerging Markets Sovereign Debt Portfolio 505,775 --------------- 1,341,815 HIGH YIELD BONDS - 11.2% 459,586 Goldman Sachs High Yield Fund 2,435,807 --------------- TOTAL FIXED INCOME (Cost $7,097,064) 5,781,389 --------------- REAL ESTATE - 7.6% 15,264 iShares Dow Jones U.S. Real Estate Index Fund 647,804 42,234 iShares S&P World ex-U.S. Property Index Fund 1,000,101 --------------- TOTAL REAL ESTATE (Cost $2,696,050) 1,647,905 --------------- ABSOLUTE RETURN - 5.7% 76,469 Highbridge Statistical Market Neutral Select Fund, Class A (Cost $1,193,204) 1,248,733 --------------- INFRASTRUCTURE - 4.3% 539,155 HSBC Infrastructure (Cost $1,159,556) 927,828 --------------- Shares Value $ - --------------- --------------- PRIVATE EQUITY - 1.9% 16,286 PowerShares International Listed Private Equity Portfolio 172,306 22,523 PowerShares Listed Private Equity Portfolio 238,744 --------------- TOTAL PRIVATE EQUITY (Cost $773,600) 411,050 --------------- Principal Amount $ - --------------- SHORT-TERM INVESTMENTS - 21.0% 1,685,909 JPMorgan Chase Bank, N.A. Time Deposit (Nassau), 0.000% 1,685,909 2,871,255 Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio, 2.320% (1) 2,871,255 --------------- TOTAL SHORT-TERM INVESTMENTS (Cost $4,557,164) 4,557,164 --------------- TOTAL INVESTMENTS - 102.8% (Cost $28,669,899) 22,295,845 --------------- OTHER ASSETS LESS LIABILITIES - (2.8)% (612,566) --------------- NET ASSETS - 100.0% $ 21,683,279 =============== + Investment in affiliated security. (1) The rate shown represents the 7-day simple yield as of October 31, 2008. EUR - Euro GBP - British Pound Sterling LIBOR - London InterBank Offered Rate USD - United States Dollar The accompanying notes are an integral part of the financial statements. 50 SCHRODER MULTI-ASSET GROWTH PORTFOLIO SCHEDULE OF INVESTMENTS (CONCLUDED) OCTOBER 31, 2008 FUTURES CONTRACTS: The Fund had the following futures contracts outstanding as of October 31, 2008: NUMBER NET UNREALIZED OF EXPIRATION APPRECIATION CONTRACTS VALUE DATE (DEPRECIATION) --------- ---------- ---------- -------------- LONG: Topix Index 6 $ 520,150 Dec-08 $(203,442) S&P 500 Index 5 1,209,125 Dec-08 12,208 --------- (191,234) --------- SHORT: DJ Euro Stoxx 41 1,354,336 Dec-08 (192,745) --------- $(383,979) ========= FORWARD FOREIGN CURRENCY CONTRACTS: The Fund had the following forward foreign currency contracts outstanding as of October 31, 2008: SETTLEMENT NET UNREALIZED DATE CURRENCY TO DELIVER CURRENCY TO RECEIVE APPRECIATION - ---------- ------------------- ------------------- -------------- 2/06/09 EUR 631,993 USD 861,456 $ 58,043 2/06/09 USD 789,003 EUR 631,993 14,410 2/06/09 GBP 606,746 USD 1,064,790 93,771 2/06/09 USD 943,367 GBP 606,746 27,652 -------- $193,876 ======== SWAP AGREEMENTS: A summary of the outstanding Total Return Swap agreements held by the Fund at October 31, 2008 is as follows: NET UNREALIZED EXPIRATION NOTIONAL APPRECIATION DESCRIPTION DATE AMOUNT (DEPRECIATION) - ----------- ---------- ---------- -------------- Fund receives semi-annually the return of the S&P 500 Total Return Index based on notional amount. The Fund pays quarterly USD LIBOR times notional amount. (Counterparty: JPMorgan). 12/29/08 $3,000,534 $(720,098) Fund pays semi-annually the return of the Russell 2000 Total Return Index based on notional amount. The Fund receives quarterly USD LIBOR less 140 basis points times notional amount. (Counterparty: JPMorgan). 12/26/08 3,001,608 712,530 --------- $ (7,568) ========= The accompanying notes are an integral part of the financial statements. 51 SCHRODER MUTUAL FUNDS STATEMENTS OF ASSETS AND LIABILITIES OCTOBER 31, 2008 INTERNATIONAL EMERGING INTERNATIONAL DIVERSIFIED MARKET ALPHA VALUE EQUITY FUND FUND FUND ------------- ------------- ----------- ASSETS Investments in securities, at value -- Note 2 ............... $ 31,334,614 $ 8,110,127 $17,505,575 Cash ........................................................ -- -- -- Foreign Currency ............................................ 7 9,975 17,501 Receivable for securities sold .............................. 372,372 130,355 201,345 Receivable for Fund shares sold ............................. 123,817 317 757 Dividends and tax reclaims receivable ....................... 119,361 50,323 48,051 Prepaid expenses ............................................ 19,561 21,773 13,187 Due from Investment Advisor -- Note 3 ....................... 2,449 24,766 24,968 Unrealized appreciation on spot contracts ................... 1 312 78 Initial margin for futures contracts ........................ -- -- -- Unrealized appreciation on forward foreign currency contracts ................................................ -- -- -- Interest receivable ......................................... -- -- -- Variation margin receivable ................................. -- -- -- ------------ ----------- ----------- TOTAL ASSETS ............................................. 31,972,182 8,347,948 17,811,462 LIABILITIES Payable for securities purchased ............................ 574,099 200,784 314,644 Unrealized depreciation on spot foreign currency contracts .. 3,245 286 52 Foreign currency payable .................................... -- -- -- Variation margin payable .................................... -- -- -- Income distributions payable ................................ -- -- -- Unrealized depreciation on forward foreign currency contracts ................................................ -- -- -- Payable for Fund shares redeemed ............................ -- -- -- Investment Advisory fees payable -- Note 3 .................. -- -- -- Sub-administration fees payable -- Note 3 ................... 2,566 681 1,425 Trustees' fees payable -- Note 5 ............................ 2,525 1,784 1,907 Distribution fees payable, Advisor Shares -- Note 3 ......... 3,308 180 256 Accrued expenses and other liabilities ...................... 80,001 99,007 120,093 ------------ ----------- ----------- TOTAL LIABILITIES ........................................ 665,744 302,722 438,377 ------------ ----------- ----------- NET ASSETS .................................................. $ 31,306,438 $ 8,045,226 $17,373,085 ============ =========== =========== NET ASSETS Capital paid-in ............................................. $ 56,665,935 $14,137,971 $28,092,051 Undistributed (accumulated net investment loss/ distributions in excess of) net investment income ........ 239,024 312,971 (13,044) Accumulated net realized gain (loss) on investments, futures and foreign currency transactions ................ (6,555,836) (122,225) (1,316,989) Net unrealized depreciation on investments .................. (19,034,033) (6,282,386) (9,386,529) Net unrealized appreciation (deprecation) on futures ........ -- -- -- Net unrealized appreciation (deprecation) on forward foreign currency contracts and foreign currency translations ..... (8,652) (1,105) (2,404) ------------ ----------- ----------- NET ASSETS .................................................. $ 31,306,438 $ 8,045,226 $17,373,085 ============ =========== =========== Investor Shares: Net assets .................................................. $ 15,876,312 $ 7,274,202 $16,311,788 Total shares outstanding at end of period ................... 2,360,308 1,296,853 2,333,354 Net asset value, offering and redemption price per share (net assets / shares outstanding) ........................ $ 6.73 $ 5.61 $ 6.99 Advisor Shares: Net assets .................................................. $ 15,430,126 $ 771,024 $ 1,061,297 Total shares outstanding at end of period ................... 2,301,114 137,809 152,296 Net asset value, offering and redemption price per share (net assets / shares outstanding) ........................ $ 6.71 $ 5.59 $ 6.97 Cost of securities ............................................. $ 50,368,647 $14,392,513 $26,892,104 Cost of foreign currency ....................................... $ 8 $ 9,787 $ 17,511 The accompanying notes are an integral part of the financial statements. 52 U.S. SMALL NORTH U.S. AND MID CAP AMERICAN TOTAL RETURN OPPORTUNITIES OPPORTUNITIES EQUITY FIXED INCOME FUND FUND FUND FUND - ------------- ------------- -------------- ------------ $ 181,855,271 $ 12,777,276 $ 480,310,082 $ 73,151,680 -- -- -- 1,622,015 -- -- -- 3,952 1,468,095 14,688 16,222,805 1,720,698 198,294 872 660 340,102 96,291 2,244 697,616 -- 26,546 12,531 22,264 25,963 -- 15,166 -- 10,808 -- -- -- -- -- -- 4,677,750 123,800 -- -- 2,650,626 -- -- 827 -- 485,131 -- -- 274,050 35,625 - ------------- ------------ ------------- ------------ 183,644,497 12,823,604 504,855,853 77,519,774 1,252,391 520,950 15,041,462 3,798,174 -- -- 13,864 -- -- -- 177,305 -- -- -- -- 28,673 -- -- -- 298,864 -- -- 2,316,591 -- 4,383 -- -- -- 156,061 -- 103,462 -- 14,826 924 5,380 5,945 4,838 1,822 9,366 2,543 856 48 29 200 101,663 71,113 154,946 79,111 - ------------- ------------ ------------- ------------ 1,535,018 594,857 17,822,405 4,213,510 - ------------- ------------ ------------- ------------ $ 182,109,479 $ 12,228,747 $ 487,033,448 $ 73,306,264 ============= ============ ============= ============ $ 218,153,947 $ 15,655,742 $ 648,205,774 $ 74,880,844 -- (14,394) 10,556,539 9,796 (7,663,134) (989,786) (43,337,844) 1,609,576 (28,381,334) (2,422,815) (122,486,588) (3,397,177) -- -- (6,229,374) 203,225 -- -- 324,941 -- - ------------- ------------ ------------- ------------ $ 182,109,479 $ 12,228,747 $ 487,033,448 $ 73,306,264 ============= ============ ============= ============ $ 178,772,665 $ 11,999,263 $ 486,931,501 $ 72,309,706 11,323,770 1,508,159 64,252,445 7,554,923 $ 15.79 $ 7.96 $ 7.58 $ 9.57 $ 3,336,814 $ 229,484 $ 101,947 $ 996,558 212,392 29,007 13,494 104,098 $ 15.71 $ 7.91 $ 7.55 $ 9.57 $ 210,236,605 $ 15,200,091 $ 602,796,670 $ 76,548,857 $ -- $ -- $ -- $ 3,952 The accompanying notes are an integral part of the financial statements. 53 SCHRODER MUTUAL FUNDS STATEMENT OF ASSETS AND LIABILITIES OCTOBER 31, 2008 Multi-Asset Growth Portfolio ------------ ASSETS Investments in securities, at value -- Note 2 ......................................................... $ 15,125,597 Investments in affiliated securities, at value -- Note 2 .............................................. 7,170,248 Foreign Currency ...................................................................................... 13,418 Appreciated swap contracts, at value -- Note 2 ........................................................ 712,530 Initial margin for futures contracts .................................................................. 349,137 Unrealized appreciation on forward foreign currency contracts ......................................... 193,876 Dividends and tax reclaims receivable ................................................................. 40,026 Prepaid expenses ...................................................................................... 29,159 Due from Investment Advisor -- Note 3 ................................................................. 102,967 Deferred offering costs -- Note 2 ..................................................................... 7,342 Variation margin receivable ........................................................................... 7,250 Receivable for Fund shares sold 691 ------------ TOTAL ASSETS ....................................................................................... 23,752,241 LIABILITIES Payable for securities purchased ...................................................................... 1,096,456 Depreciated swap contracts, at value -- Note 2 ........................................................ 720,098 Variation margin payable .............................................................................. 71,946 Trustees' fees payable -- Note 5 ...................................................................... 1,971 Sub-administration fees payable -- Note 3 ............................................................. 1,828 Distribution fees payable, A Shares -- Note 3 ......................................................... 3,909 Distribution fees payable, Advisor Shares -- Note 3 ................................................... 547 Distribution fees payable, R Shares -- Note 3 ......................................................... 149 Accrued expenses and other liabilities 172,058 ------------ TOTAL LIABILITIES 2,068,962 ------------ NET ASSETS $ 21,683,279 ============ NET ASSETS Capital paid-in ....................................................................................... $ 31,258,662 Undistributed net investment income ................................................................... 399,100 Accumulated net realized loss on investments, futures, swap contracts and foreign currency transactions ....................................................................................... (3,405,200) Net unrealized depreciation on investments ............................................................ (6,374,054) Net unrealized deprecation on futures ................................................................. (383,979) Net unrealized depreciation on swap contracts ......................................................... (7,568) Net unrealized appreciation on forward foreign currency contracts and foreign currency translations ... 196,318 ------------ NET ASSETS $ 21,683,279 ============ Investor Shares: Net assets ............................................................................................ $ 353,962 Total shares outstanding at end of period ............................................................. 50,480 Net asset value, offering and redemption price per share (net assets / shares outstanding) ............ $ 7.01 A Shares: Net assets ............................................................................................ $ 18,320,030 Total shares outstanding at end of period ............................................................. 2,617,135 Net asset value and redemption price per share (net assets / shares outstanding) ...................... $ 7.00 Maximum offering price per share (A Shares NAV/95.5%) ................................................. $ 7.33 Advisor Shares: Net assets ............................................................................................ $ 2,660,200 Total shares outstanding at end of period ............................................................. 380,201 Net asset value, offering and redemption price per share (net assets / shares outstanding) ............ $ 7.00 R Class Shares: Net assets ............................................................................................ $ 349,087 Total shares outstanding at end of period ............................................................. 50,000 Net asset value, offering and redemption price per share (net assets / shares outstanding) ............ $ 6.98 Cost of securities ....................................................................................... $ 18,384,771 Cost of affiliated securities ............................................................................ $ 10,285,128 Cost of foreign currency ................................................................................. $ 13,253 The accompanying notes are an integral part of the financial statements. 54 This page intentionally left blank. SCHRODER MUTUAL FUNDS STATEMENTS OF OPERATIONS FOR THE YEAR OR PERIOD ENDED OCTOBER 31, 2008 INTERNATIONAL INTERNATIONAL DIVERSIFIED ALPHA VALUE FUND FUND ------------ ------------- INVESTMENT INCOME Dividend income ................................................. $ 1,278,081 $ 672,243 Interest income ................................................. 20,935 7,406 Foreign taxes withheld .......................................... (91,241) (64,993) ------------ ----------- TOTAL INCOME ................................................. 1,207,775 614,656 ------------ ----------- EXPENSES Investment Advisory fees -- Note 3 .............................. 467,864 119,278 Distribution fees, Advisor Shares -- Note 3 ..................... 60,072 3,267 Distribution fees, A Shares ..................................... -- -- Distribution fees, R Shares ..................................... -- -- Sub-administration fees -- Note 3 ............................... 48,487 12,047 Trustees fees -- Note 5 ......................................... 13,263 10,774 Transfer agent fees ............................................. 92,380 87,507 Registration fees ............................................... 29,353 29,523 Audit fees ...................................................... 27,305 32,092 Legal fees ...................................................... 24,276 19,311 Custodian fees .................................................. 23,862 43,087 Insurance ....................................................... 18,016 15,162 Printing expenses ............................................... 12,789 9,584 Pricing fees .................................................... 9,621 49,749 Amortization of deferred offering costs -- Note 2 ............... -- -- Tax expense ..................................................... -- -- Other ........................................................... 6,649 7,384 ------------ ----------- TOTAL EXPENSES ............................................... 833,937 438,765 Expenses waived by Investment Advisor -- Note 3 ................. (176,726) (119,278) Reimbursement from Investment Advisor ........................... -- (167,834) Tax expense waiver .............................................. -- -- ------------ ----------- NET EXPENSES ................................................. 657,211 151,653 ------------ ----------- NET INVESTMENT INCOME (LOSS) ................................. 550,564 463,003 ------------ ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FUTURES, SWAP CONTRACTS, FOREIGN CAPITAL GAINS TAX ON APPRECIATED SECURITIES AND FOREIGN CURRENCY TRANSACTIONS Net realized gain (loss) on investments sold .................... (2,944,083) (77,665) Net realized gain (loss) on futures ............................. -- 1,576 Net realized loss on swap contracts ............................. -- -- Net realized gain (loss) on foreign currency transactions ....... 38,115 (1,390) ------------ ----------- Net realized gain (loss) on investments, futures, swap contracts and foreign currency transactions ............... (2,905,968) (77,479) ------------ ----------- Change in unrealized depreciation on investments ................ (26,366,565) (8,035,285) Change in unrealized appreciation (depreciation) on futures ..... -- -- Change in unrealized depreciation on swap contracts ............. -- -- Change in unrealized on foreign capital gains tax on appreciated securities ................................................... -- 868 Change in unrealized appreciation on forward foreign currency contracts .................................................... -- -- Change in unrealized appreciation (depreciation) on foreign currency translations ........................................ (14,839) (2,927) ------------ ----------- Net change in unrealized depreciation on investments, futures, swap contracts, foreign capital gains tax on appreciated securities and foreign currency translations .............. (26,381,404) (8,037,344) ------------ ----------- NET REALIZED AND UNREALIZED LOSS ................................ (29,287,372) (8,114,823) ------------ ----------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS . $(28,736,808) $(7,651,820) ============ =========== (a) Fund commenced investment activities on December 20, 2007. (1) Includes affiliated income of $7,820. + Includes realized gains from in-kind transactions (see Note 6 in Notes to Financial Statements). The accompanying notes are an integral part of the financial statements. 56 EMERGING U.S. SMALL NORTH MARKET U.S. AND MID CAP AMERICAN TOTAL RETURN MULTI-ASSET EQUITY OPPORTUNITIES OPPORTUNITIES EQUITY FIXED INCOME GROWTH FUND FUND FUND FUND FUND PORTFOLIO(a) - ------------ ------------- ------------- ------------- ------------- ------------ $ 646,392 $ 1,835,635 $ 97,399 $ 15,396,288 $ -- $ 657,715(1) 18,730 590,422 33,774 188,481 3,289,668 119,679 (66,117) (4,445) (343) (251,537) -- -- - ------------ ------------ ----------- ------------- ----------- ----------- 599,005 2,421,612 130,830 15,333,232 3,289,668 777,394 - ------------ ------------ ----------- ------------- ----------- ----------- 267,048 2,521,188 131,515 1,678,892 185,873 184,894 4,988 11,877 1,428 439 2,177 7,761 -- -- -- -- -- 51,822 -- -- -- -- -- 2,046 26,911 254,264 13,181 87,305 74,788 24,673 11,588 25,382 10,830 50,663 14,210 10,142 88,840 109,858 87,593 140,983 93,272 144,994 26,801 46,193 24,450 38,429 32,741 9,271 37,333 26,705 27,763 30,605 28,908 30,070 20,641 46,838 19,061 88,515 20,398 134,026 143,854 33,893 12,356 76,194 12,894 4,494 16,088 33,865 15,128 73,466 18,740 -- 10,317 51,735 10,300 43,033 12,932 35,136 13,738 1,468 785 4,737 18,545 923 -- -- -- -- -- 204,189 -- -- -- -- -- 147,660 6,194 11,198 6,941 20,775 8,221 8,525 - ------------ ------------ ----------- ------------- ----------- ----------- 674,341 3,174,464 361,331 2,334,036 523,699 1,000,626 (209,513) -- (131,515) -- (185,873) (184,894) -- -- (47,667) -- (38,210) (298,267) -- -- -- -- -- (147,660) - ------------ ------------ ----------- ------------- ----------- ----------- 464,828 3,174,464 182,149 2,334,036 299,616 369,805 - ------------ ------------ ----------- ------------- ----------- ----------- 134,177 (752,852) (51,319) 12,999,196 2,990,052 407,589 - ------------ ------------ ----------- ------------- ----------- ----------- (1,232,300) (7,376,443) (827,378) (33,446,392)+ 775,523 (1,422,570) -- -- (110,866) (2,410,191) 908,287 (1,759,675) -- -- -- -- -- (132,489) (16,448) (12,643) (1,564) 470,505 69,186 235,926 - ------------ ------------ ----------- ------------- ----------- ----------- (1,248,748) (7,389,086) (939,808) (35,386,078) 1,752,996 (3,078,808) - ------------ ------------ ----------- ------------- ----------- ----------- (18,348,089) (78,583,302) (4,102,063) (237,893,191) (3,518,978) (6,374,054) -- -- -- (6,229,374) 155,031 (383,979) -- -- -- -- -- (7,568) 54,849 -- -- -- -- -- -- -- -- 334,035 -- 193,876 (3,819) -- -- (981) -- 2,442 - ------------ ------------ ----------- ------------- ----------- ----------- (18,297,059) (78,583,302) (4,102,063) (243,789,511) (3,363,947) (6,569,283) - ------------ ------------ ----------- ------------- ----------- ----------- (19,545,807) (85,972,388) (5,041,871) (279,175,589) (1,610,951) (9,648,091) - ------------ ------------ ----------- ------------- ----------- ----------- $(19,411,630) $(86,725,240) $(5,093,190) $(266,176,393) $ 1,379,101 $(9,240,502) ============ ============ =========== ============= =========== =========== The accompanying notes are an integral part of the financial statements. 57 SCHRODER MUTUAL FUNDS STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED OCTOBER 31, INTERNATIONAL INTERNATIONAL DIVERSIFIED ALPHA FUND VALUE FUND --------------------------- ------------------------- 2008 2007 2008 2007 ------------ ------------ ----------- ----------- INCREASE IN NET ASSETS FROM OPERATIONS: Net investment income (loss) ............................. $ 550,564 $ 451,404 $ 463,003 $ 369,674 Net realized gain (loss) on investments sold, futures and foreign currency transactions ......................... (2,905,968) 8,182,229 (77,479) 1,657,302 Change in unrealized appreciation (depreciation) on investments, foreign capital gains tax on appreciated securities, futures and foreign currency translations.. (26,381,404) 4,455,335 (8,037,344) 1,311,989 ------------ ------------ ----------- ----------- Net increase (decrease) in net assets resulting from operations ......................................... (28,736,808) 13,088,968 (7,651,820) 3,338,965 ------------ ------------ ----------- ----------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: Net investment income: Investor Shares ....................................... (508,093) (283,664) (537,490) (101,970) Advisor Shares ........................................ (450,753) (178,023) (68,816) (10,713) Net realized gains: Investor Shares ....................................... -- -- (1,356,021) (53,820) Advisor Shares ........................................ -- -- (182,135) (6,027) ------------ ------------ ----------- ----------- Total dividends and distributions ..................... (958,846) (461,687) (2,144,462) (172,530) ------------ ------------ ----------- ----------- SHARE TRANSACTIONS: INVESTOR SHARES: Sales of shares .......................................... 3,434,641 11,133,510 2,456,897 336,678 Reinvestment of distributions ............................ 487,919 282,490 1,893,510 155,790 Redemption of shares ..................................... (1,647,090) (13,524,072) (840,680) (334,837) Redemption fees -- Note 4 ................................ 456 65 9,220 -- ------------ ------------ ----------- ----------- Total increase (decrease) from Investor Share transactions ................................. 2,275,926 (2,108,007) 3,518,947 157,631 ------------ ------------ ----------- ----------- ADVISOR SHARES: Sales of shares .......................................... 4,787,976 17,526,815 617,410 441,159 Reinvestment of distributions ............................ 443,181 175,168 250,951 16,740 Redemption of shares ..................................... (3,304,583) (15,872,841) (685,649) (180,613) Redemption fees -- Note 4 ................................ 8,118 486 1,079 316 ------------ ------------ ----------- ----------- Total increase (decrease) from Advisor Share transactions ....................................... 1,934,692 1,829,628 183,791 277,602 ------------ ------------ ----------- ----------- Net increase (decrease) in net assets from share transactions ............................ 4,210,618 (278,379) 3,702,738 435,233 ------------ ------------ ----------- ----------- Total increase (decrease) in net assets ............... (25,485,036) 12,348,902 (6,093,544) 3,601,668 NET ASSETS Beginning of Year ........................................ 56,791,474 44,442,572 14,138,770 10,537,102 ------------ ------------ ----------- ----------- End of Year .............................................. $ 31,306,438 $ 56,791,474 $ 8,045,226 $14,138,770 ============ ============ =========== =========== Undistributed (accumulated net investment loss/ distributions in excess of) net investment income ..... $ 239,024 $ 529,992 $ 312,971 $ 411,612 ============ ============ =========== =========== The accompanying notes are an integral part of the financial statements. 58 EMERGING MARKET U.S. OPPORTUNITIES U.S. SMALL AND MID CAP EQUITY FUND FUND OPPORTUNITIES FUND - --------------------------- ----------------------------- --------------------------- 2008 2007 2008 2007 2008 2007 - ------------ ------------ ------------- ------------- ------------ ------------ $ 134,177 $ 66,570 $ (752,852) $ 259,980 $ (51,319) $ (26,202) (1,248,748) 3,450,635 (7,389,086) 27,722,406 (939,808) 737,801 (18,297,059) 7,924,344 (78,583,302) 23,437,453 (4,102,063) 1,373,595 - ------------ ------------ ------------- ------------- ------------ ------------ (19,411,630) 11,441,549 (86,725,240) 51,419,839 (5,093,190) 2,085,194 - ------------ ------------ ------------- ------------- ------------ ------------ (213,132) (59,930) (355,955) -- -- (3,936) (14,585) (3,237) -- -- -- -- (3,019,681) -- (26,787,647) (20,939,518) (612,596) -- (258,346) -- (527,482) (103,868) (85,590) -- - ------------ ------------ ------------- ------------- ------------ ------------ (3,505,744) (63,167) (27,671,084) (21,043,386) (698,186) (3,936) - ------------ ------------ ------------- ------------- ------------ ------------ 7,851,055 4,555,976 19,012,384 67,551,529 7,480,540 2,090,576 3,232,813 59,930 26,496,365 20,495,365 612,596 3,936 (1,250,000) (150,000) (56,895,681) (46,481,850) (789,624) (700,051) 2 -- 7,423 8,024 2,918 1 - ------------ ------------ ------------- ------------- ------------ ------------ 9,833,870 4,465,906 (11,379,509) 41,573,068 7,306,430 1,394,462 - ------------ ------------ ------------- ------------- ------------ ------------ 4,579,468 783,982 604,435 6,029,859 126,537 897,166 258,744 3,237 512,281 60,689 85,590 -- (4,750,120) (83,180) (1,492,574) (1,457,593) (1,116,008) (219,536) 136 -- -- 2,390 17 194 - ------------ ------------ ------------- ------------- ------------ ------------ 88,228 704,039 (375,858) 4,635,345 (903,864) 677,824 - ------------ ------------ ------------- ------------- ------------ ------------ 9,922,098 5,169,945 (11,755,367) 46,208,413 6,402,566 2,072,286 - ------------ ------------ ------------- ------------- ------------ ------------ (12,995,276) 16,548,327 (126,151,691) 76,584,866 611,190 4,153,544 30,368,361 13,820,034 308,261,170 231,676,304 11,617,557 7,464,013 - ------------ ------------ ------------- ------------- ------------ ------------ $ 17,373,085 $ 30,368,361 $ 182,109,479 $ 308,261,170 $ 12,228,747 $ 11,617,557 ============ ============ ============= ============= ============ ============ $ (13,044) $ 48,572 $ -- $ 355,076 $ (14,394) $ (15,555) ============ ============ ============= ============= ============ ============ The accompanying notes are an integral part of the financial statements. 59 SCHRODER MUTUAL FUNDS STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED OCTOBER 31, NORTH AMERICAN TOTAL RETURN FIXED EQUITY FUND INCOME FUND ------------------------------- -------------------------- 2008 2007 2008 2007 ------------- -------------- ----------- ------------ INCREASE IN NET ASSETS FROM OPERATIONS: Net investment income ...................................... $ 12,999,196 $ 17,900,409 $ 2,990,052 $ 1,971,368 Net realized gain (loss) on investments sold, futures and foreign currency transactions ....................... (35,386,078)+ 151,080,379+ 1,752,996 209,640 Change in unrealized appreciation (depreciation) on investments, futures and foreign currency translations .. (243,789,511) (26,490,841) (3,363,947) 117,455 ------------- -------------- ----------- ------------ Net increase (decrease) in net assets resulting from operations ...................................... (266,176,393) 142,489,947 1,379,101 2,298,463 ------------- -------------- ----------- ------------ DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Net investment income: Investor Shares ......................................... (16,785,204) (23,398,287) (2,971,942) (1,948,060) Advisor Shares .......................................... (2,383) (2,080) (33,034) (38,536) Net realized gains: Investor Shares ......................................... (89,455,959) (53,303,193) (99,066) -- Advisor Shares .......................................... (14,868) (5,293) (1,187) -- ------------- -------------- ----------- ------------ Total dividends and distributions ....................... (106,258,414) (76,708,853) (3,105,229) (1,986,596) ------------- -------------- ----------- ------------ SHARE TRANSACTIONS: INVESTOR SHARES: Sales of shares ............................................ 38,329,322 132,568,048 1,104,079 12,479,152 Proceeds from shares sold in-kind .......................... -- -- -- 46,437,681 Reinvestment of distributions .............................. 92,825,863 18,112,110 3,065,135 1,938,673 Redemption of shares ....................................... (38,965,899) (372,052,319) (1,414,329) (11,710,334) Redemption of shares in-kind ............................... (42,889,159) (296,385,601) -- -- ------------- -------------- ----------- ------------ Total increase (decrease) from Investor Share transactions ............................. 49,300,127 (517,757,762) 2,754,885 49,145,172 ------------- -------------- ----------- ------------ ADVISOR SHARES: Sales of shares ............................................ 20,513 10,000 298,999 682,413 Reinvestment of distributions .............................. 17,252 7,373 34,100 38,536 Redemption of shares ....................................... -- -- (166,091) (922,051) ------------- -------------- ----------- ------------ Total increase (decrease) from Advisor Share transactions ......................................... 37,765 17,373 167,008 (201,102) ------------- -------------- ----------- ------------ Net increase (decrease) in net assets from share transactions ................................. 49,337,892 (517,740,389) 2,921,893 48,944,070 ------------- -------------- ----------- ------------ Total increase (decrease) in net assets ................. (323,096,915) (451,959,295) 1,195,765 49,255,937 NET ASSETS Beginning of Year .......................................... 810,130,363 1,262,089,658 72,110,499 22,854,562 ------------- -------------- ----------- ------------ End of Year ................................................ $ 487,033,448 $ 810,130,363 $73,306,264 $ 72,110,499 ============= ============== =========== ============ Undistributed (distributions in excess of ) net investment income ....................................... $ 10,556,539 $ 13,409,016 $ 9,796 $ (30,401) ============= ============== =========== ============ + Includes realized gains from in-kind transactions (see Note 6 in Notes to Financial Statements). The accompanying notes are an integral part of the financial statements. 60 STATEMENT OF CHANGES IN NET ASSETS FOR THE PERIOD ENDED OCTOBER 31, MULTI-ASSET GROWTH PORTFOLIO ---------------- 2008(a) ---------------- INCREASE IN NET ASSETS FROM OPERATIONS: Net investment income ....................................... $ 407,589 Net realized loss on investments sold, futures, swap contracts and foreign currency transactions .............. (3,078,808) Change in unrealized depreciation on investments, futures, swap contracts, forward foreign currency contracts and foreign currency translations ..... (6,569,283) ----------- Net decrease in net assets resulting from operations ..... (9,240,502) ----------- SHARE TRANSACTIONS: INVESTOR SHARES: Sales of shares ............................................. 503,269 ----------- Total increase from Investor Share transactions .......... 503,269 ----------- A SHARES: Sales of shares ............................................. 26,439,738 Redemption of shares ........................................ (330,699) Redemption fees -- Note 4 ................................... 9,623 ----------- Total increase from A Share transactions ................. 26,118,662 ----------- ADVISOR SHARES: Sales of shares ............................................. 3,801,850 ----------- Total increase in Advisor Share transactions ............. 3,801,850 ----------- R SHARES: Sales of shares ............................................. 500,000 ----------- Total increase in R Share transactions ................... 500,000 ----------- Net increase in net assets from share transactions ....... 30,923,781 ----------- Total increase in net assets ............................. 21,683,279 NET ASSETS Beginning of Period ......................................... -- ----------- End of Period ............................................... $21,683,279 =========== Undistributed net investment income ......................... $ 399,100 =========== (a) Fund commenced investment activities on December 20, 2007. The accompanying notes are an integral part of the financial statements. 61 SCHRODER MUTUAL FUNDS FINANCIAL HIGHLIGHTS FOR THE YEARS OR PERIOD ENDED OCTOBER 31, (UNLESS OTHERWISE INDICATED) SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD NET ASSET DIVIDENDS VALUE, NET NET REALIZED TOTAL FROM FROM NET DISTRIBUTIONS BEGINNING INVESTMENT AND UNREALIZED INVESTMENT INVESTMENT FROM NET TOTAL OF PERIOD INCOME (LOSS) GAINS (LOSSES) OPERATIONS INCOME REALIZED GAIN DISTRIBUTIONS --------- ------------- -------------- ---------- ---------- ------------- ------------- INTERNATIONAL ALPHA FUND Investor Shares 2008 ............. $13.44 $ 0.14(1) $(6.61)+ $(6.47) $(0.24) $ -- $(0.24) 2007 ............. 10.64 0.11(1) 2.78+ 2.89 (0.09) -- (0.09) 2006 ............. 8.35 0.12 2.34 2.46 (0.17) -- (0.17) 2005 ............. 7.08 0.14 1.22 1.36 (0.09) -- (0.09) 2004 ............. 6.37 0.09 0.75 0.84 (0.13) -- (0.13) Advisor Shares 2008 ............. $13.40 $ 0.11(1) $(6.59)+ $(6.48) $(0.21) $ -- $(0.21) 2007 ............. 10.64 0.07(1) 2.77+ 2.84 (0.08) -- (0.08) 2006(b) .......... 10.23 --(e) 0.41+ 0.41 -- -- -- INTERNATIONAL DIVERSIFIED VALUE FUND Investor Shares 2008 ............. $13.65 $ 0.37(1) $(6.34)+ $(5.97) $(0.59) $(1.48) $(2.07) 2007 ............. 10.54 0.48 2.80 3.28 (0.11) (0.06) (0.17) 2006(c) .......... 10.00 0.04 0.50 0.54 -- -- -- Advisor Shares 2008 ............. $13.62 $ 0.34(1) $(6.33)+ $(5.99) $(0.56) $(1.48) $(2.04) 2007 ............. 10.53 0.43 2.83+ 3.26 (0.11) (0.06) (0.17) 2006(c) .......... 10.00 0.04 0.49 0.53 -- -- -- EMERGING MARKET EQUITY FUND Investor Shares 2008 ............. $17.91 $ 0.11 $(8.94)+ $(8.83) $(0.14) $(1.95) $(2.09) 2007 ............. 10.55 0.04 7.37 7.41 (0.05) -- (0.05) 2006(d) .......... 10.00 0.04 0.51 0.55 -- -- -- Advisor Shares 2008 ............. $17.86 $ 0.08 $(8.91)+ $(8.83) $(0.11) $(1.95) $(2.06) 2007 ............. 10.53 0.02 7.34 7.36 (0.03) -- (0.03) 2006(d) .......... 10.00 0.04 0.49 0.53 -- -- -- U.S. OPPORTUNITIES FUND Investor Shares 2008 ............. $25.40 $(0.06)(1) $(7.22)+ $(7.28) $(0.03) $(2.30) $(2.33) 2007 ............. 23.06 0.02(1) 4.30+ 4.32 -- (1.98) (1.98) 2006 ............. 19.66 --(e) 4.15+ 4.15 -- (0.75) (0.75) 2005 ............. 19.58 --(e) 2.11+ 2.11 -- (2.03) (2.03) 2004 ............. 16.18 --(e) 3.40+ 3.40 -- -- -- Advisor Shares 2008 ............. $25.32 $(0.11)(1) $(7.20) $(7.31) $ -- $(2.30) $(2.30) 2007 ............. 23.04 (0.04)(1) 4.30++ 4.26 -- (1.98) (1.98) 2006(b) .......... 22.21 --(e) 0.83 0.83 -- -- -- * Had custody offsets been included the ratios would have been 1.75% and 2.00% for the Investor Shares and Advisor Shares, respectively. + Includes redemption fees. Amount was less than $0.01 per share. ++ Includes redemption fees of $0.01 per share. (1) Per share net investment loss calculated using average shares. (a) Total returns would have been lower had certain Fund expenses not been waived or reimbursed during the periods shown (See Note 3). Total return calculations for a period of less than one year are not annualized. (b) Commenced operations on May 15, 2006. All ratios for the period have been annualized, except for the Total Return and the Portfolio Turnover Rate. (c) Commenced operations on August 30, 2006. All ratios for the period have been annualized, except for the Total Return and the Portfolio Turnover Rate. (d) Commenced operations on March 31, 2006. All ratios for the period have been annualized, except for the Total Return and the Portfolio Turnover Rate. (e) Amount was less than $0.01 per share. The accompanying notes are an integral part of the financial statements. 62 RATIO OF RATIO OF RATIO OF NET INVESTMENT EXPENSES TO EXPENSES TO INCOME (LOSS) TO AVERAGE NET ASSETS AVERAGE NET ASSETS AVERAGE NET ASSETS NET ASSET NET ASSETS, (INCLUDING WAIVERS AND (EXCLUDING WAIVERS, (INCLUDING WAIVERS, PORTFOLIO VALUE, END TOTAL END OF REIMBURSEMENTS, REIMBURSEMENTS REIMBURSEMENTS TURNOVER OF PERIOD RETURN(a) PERIOD (000) EXCLUDING OFFSETS) AND OFFSETS) AND OFFSETS) RATE - ---------- --------- ------------ ---------------------- ------------------- ------------------- --------- $ 6.73 (48.95)% $ 15,876 1.25% 1.61% 1.26% 88% 13.44 27.38 28,483 1.25 1.54 0.92 112 10.64 29.86 22,962 1.25 2.45 1.68 76 8.35 19.45 6,545 1.25 3.88 1.85 126 7.08 13.31 5,233 1.25 3.36 1.16 136 $ 6.71 (49.04)% $ 15,430 1.50% 1.86% 1.04% 88% 13.40 26.92 28,308 1.50 1.77 0.60 112 10.64 4.01 21,481 1.50 2.43 (0.03) 76 $ 5.61 (50.61)% $ 7,274 1.25% 3.65% 3.92% 50% 13.65 31.56 12,479 1.25 3.85 2.97 58 10.54 5.40 9,484 1.25 8.61 2.30 7 $ 5.59 (50.78)% $ 771 1.50% 3.89% 3.58% 50% 13.62 31.31 1,660 1.50 4.12 2.76 58 10.53 5.30 1,053 1.50 8.86 2.05 7 $ 6.99 (55.18)% $ 16,312 1.72% 2.51% 0.53% 123% 17.91 70.50 27,774 1.75 2.68 0.37 107 10.55 5.50 12,767 1.87* 4.88 0.88 49 $ 6.97 (55.25)% $ 1,061 1.98% 2.73% 0.20% 123% 17.86 70.09 2,594 2.00 2.95 0.08 107 10.53 5.30 1,053 2.12* 5.10 0.71 49 $15.79 (31.08)% $178,772 1.25% 1.25% (0.29)% 74% 25.40 20.02 302,351 1.25 1.25 0.10 77 23.06 21.67 231,009 1.21 1.21 (0.11) 101 19.66 11.26 140,467 1.13 1.13 (0.29) 107 19.58 21.01 73,679 1.62 1.62 (0.83) 144 $15.71 (31.28)% $ 3,337 1.50% 1.50% (0.54)% 74% 25.32 19.76 5,910 1.50 1.50 (0.17) 77 23.04 3.74 667 1.68 1.68 (0.31) 101 The accompanying notes are an integral part of the financial statements. 63 SCHRODER MUTUAL FUNDS FINANCIAL HIGHLIGHTS FOR THE YEARS OR PERIOD ENDED OCTOBER 31, (UNLESS OTHERWISE INDICATED) SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD NET REALIZED NET ASSET NET AND TOTAL DIVIDENDS DISTRIBUTIONS VALUE, INVESTMENT UNREALIZED FROM FROM NET FROM NET BEGINNING INCOME GAINS INVESTMENT INVESTMENT REALIZED TOTAL OF PERIOD (LOSS) (LOSSES) OPERATIONS INCOME GAIN DISTRIBUTIONS --------- ---------- ---------- ---------- ---------- ------------- ------------- U.S. SMALL AND MID CAP OPPORTUNITIES FUND Investor Shares 2008 ....... $12.56 $(0.04)(1) $(3.81)+ $(3.85) $ -- $(0.75) $(0.75) 2007 ....... 10.25 (0.03)(1) 2.35+ 2.32 (0.01) -- (0.01) 2006(b) .... 10.00 --(h) 0.25 0.25 -- -- -- Advisor Shares 2008 ....... $12.53 $(0.06)(1) $(3.81)+ $(3.87) $ -- $(0.75) $(0.75) 2007 ....... 10.23 (0.05)(1) 2.35+ 2.30 -- -- -- 2006(b) .... 10.00 --(h) 0.23 0.23 -- -- -- NORTH AMERICAN EQUITY FUND Investor Shares 2008 ....... $13.52 $ 0.22 $(4.37) $(4.15) $(0.28) $(1.51) $(1.79) 2007 ....... 12.63 0.31 1.49 1.80 (0.28) (0.63) (0.91) 2006 ....... 11.15 0.23 1.53 1.76 (0.10) (0.18) (0.28) 2005(c) .... 11.00 0.06 0.63 0.69 (0.05) (0.49) (0.54) 2005(d) .... 10.88 0.22 0.62 0.84 (0.20) (0.52) (0.72) 2004(d)(e).. 10.00 0.09 0.86 0.95 (0.04) (0.03) (0.07) Advisor Shares 2008 ....... $13.48 $ 0.22 $(4.40) $(4.18) $(0.24) $(1.51) $(1.75) 2007 ....... 12.61 0.19 1.56 1.75 (0.25) (0.63) (0.88) 2006(b) .... 11.84 0.22 0.55 0.77 -- -- -- TOTAL RETURN FIXED INCOME FUND Investor Shares 2008 ....... $ 9.79 $ 0.41 $(0.22) $ 0.19 $(0.40) $(0.01) $(0.41) 2007 ....... 9.81 0.50 (0.03) 0.47 (0.49) -- (0.49) 2006 ....... 9.85 0.48 (0.01) 0.47 (0.49) (0.02) (0.51) 2005(f) .... 10.00 0.30 (0.15) 0.15 (0.30) -- (0.30) Advisor Shares 2008 ....... $ 9.79 $ 0.39 $(0.22) $ 0.17 $(0.38) $(0.01) $(0.39) 2007 ....... 9.82 0.47 (0.04) 0.43 (0.46) -- (0.46) 2006 ....... 9.85 0.44 -- 0.44 (0.45) (0.02) (0.47) 2005(f) .... 10.00 0.28 (0.15) 0.13 (0.28) -- (0.28) MULTI-ASSET GROWTH PORTFOLIO Investor Shares 2008(g) .... $10.00 $ 0.16(1) $(3.15) $(2.99) $ -- $ -- $ -- A Shares 2008(g) .... $10.00 $ 0.14(1) $(3.14)+ $(3.00) $ -- $ -- $ -- Advisor Shares 2008(g) .... $10.00 $ 0.14(1) $(3.14) $(3.00) $ -- $ -- $ -- R Shares 2008(g) .... $10.00 $ 0.12(1) $(3.14) $(3.02) $ -- $ -- $ -- * Had custody offsets been included the ratios would have been 1.40% and 1.64% for the Investor Shares and Advisor Shares, respectively. + Includes redemption fees. Amount was less than $0.01 per share. (1) Per share net investment income calculated using average shares. (a) Total returns would have been lower had certain Fund expenses not been waived or reimbursed during the periods shown (See Note 3). Total return calculations for a period of less than one year are not annualized. (b) Commenced operations on March 31, 2006. All ratios for the period have been annualized, except for the Total Return and the Portfolio Turnover Rate. (c) For the six months ended October 31, 2005. The North American Equity Fund's fiscal year changed from April 30 to October 31. All ratios for the period have been annualized, except for the Total Return and the Portfolio Turnover Rate. (d) For the year or period ended April 30. The accompanying notes are an integral part of the financial statements. 64 RATIO OF RATIO OF NET INVESTMENT RATIO OF EXPENSES TO INCOME (LOSS) TO EXPENSES TO AVERAGE NET AVERAGE NET AVERAGE NET ASSETS ASSETS ASSETS (INCLUDING (EXCLUDING (INCLUDING NET ASSET NET ASSETS, WAIVERS AND WAIVERS, WAIVERS, PORTFOLIO VALUE, END TOTAL END OF REIMBURSEMENTS, REIMBURSEMENTS REIMBURSEMENTS TURNOVER OF PERIOD RETURN(a) PERIOD (000) EXCLUDING OFFSETS) AND OFFSETS) AND OFFSETS) RATE - ---------- --------- ------------ ------------------ -------------- ---------------- --------- $ 7.96 (32.31)% $ 11,999 1.37% 2.74% (0.38)% 92% 12.56 22.60 10,197 1.40 3.13 (0.23) 93 10.25 2.50 6,952 1.55* 6.14 (0.05) 46 $ 7.91 (32.56)% $ 230 1.64% 3.01% (0.55)% 92% 12.53 22.48 1,420 1.65 3.37 (0.45) 93 10.23 2.30 512 1.79* 6.89 (0.33) 46 $ 7.58 (34.81)% $ 486,931 0.35% 0.35% 1.94% 131% 13.52 15.08 809,998 0.33 0.33 1.82 38 12.63 16.04 1,261,983 0.33 0.33 1.66 51 11.15 6.35 1,303,276 0.35 0.35 1.39 30 11.00 7.59 883,146 0.33 0.33 1.79 89 10.88 9.56 890,929 0.37 0.37 1.29 54 $ 7.55 (35.08)% $ 102 0.70% 0.70% 1.57% 131% 13.48 14.66 133 0.68 0.68 1.41 38 12.61 6.50 107 0.68 0.68 1.17 51 $ 9.57 1.93% $ 72,310 0.40% 0.70% 4.03% 555% 9.79 4.90 71,259 0.40 0.96 4.97 464 9.81 4.90 21,795 0.40 2.05 4.86 295 9.85 1.51 9,138 0.40 3.05 3.61 571 $ 9.57 1.67% $ 996 0.65% 0.95% 3.78% 555% 9.79 4.53 852 0.65 1.48 4.73 464 9.82 4.56 1,060 0.65 2.37 4.59 295 9.85 1.30 1,013 0.65 3.30 3.35 571 $ 7.01 (29.90)% $ 354 1.25% 3.80%(i) 1.91% 151% $ 7.00 (30.00)% $ 18,320 1.50% 4.06%(i) 1.65% 151% $ 7.00 (30.00)% $ 2,660 1.50% 4.06%(i) 1.66% 151% $ 6.98 (30.20)% $ 349 1.75% 4.30%(i) 1.41% 151% (e) Commenced operations on September 17, 2003. All ratios for the period have been annualized, except for the Total Return and the Portfolio Turnover Rate. (f) Commenced operations on December 31, 2004. All ratios for the period have been annualized, except for the Total Return and the Portfolio Turnover Rate. (g) Commenced operations on December 20, 2007. All ratios for the period have been annualized, except for the Total Return and the Portfolio Turnover Rate. (h) Amount was less than $0.01 per share. (i) If tax expense was not included, the Ratio of Expenses to Average Net Assets (Excluding Waivers, Reimbursements and Offsets) would have been 3.20%, 3.46%, 3.46%, and 3.71% for the Investor Shares, A Shares, Advisor Shares and R Shares, respectively. The accompanying notes are an integral part of the financial statements. 65 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS OCTOBER 31, 2008 NOTE 1 -- ORGANIZATION Schroder Global Series Trust ("SGST") is an open-end series management investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"). SGST was organized as a business trust under the laws of The Commonwealth of Massachusetts on May 27, 2003. SGST has an unlimited number of authorized shares. Schroder North American Equity Fund (the "SGST Fund") is the only series of shares currently comprising SGST. Advisor Shares of the SGST Fund were offered beginning on March 31, 2006. Schroder Capital Funds (Delaware) ("SCFD") is an open-end series management investment company registered under the Investment Company Act. SCFD was organized as a Maryland corporation on July 30, 1969; reorganized as Schroder Capital Funds, Inc., a series company, on February 29, 1988; and reorganized on January 9, 1996, as a Delaware business trust. SCFD has an unlimited number of authorized shares, which are divided into two separate series: Schroder International Alpha Fund and Schroder U.S. Opportunities Fund (collectively, the "SCFD Funds"). Advisor Shares of Schroder International Alpha and Schroder U.S. Opportunities Funds were offered beginning on May 15, 2006. On April 18, 2007, the Schroder U.S. Opportunities Fund closed to new investors. Schroder Series Trust ("SST") is an open-end series management investment company registered under the Investment Company Act. SST was organized as a business trust under the laws of The Commonwealth of Massachusetts on May 6, 1993. SST has an unlimited number of authorized shares, which are divided into seven separate series: Schroder International Diversified Value Fund, Schroder Emerging Market Equity Fund, Schroder U.S. Small and Mid Cap Opportunities Fund, Schroder Total Return Fixed Income Fund, Schroder Municipal Bond Fund, Schroder Short-Term Municipal Bond Fund and Schroder Multi-Asset Growth Portfolio (collectively, the "SST Funds," and together with the SCFD Funds and the SGST Fund, the "Funds"). Schroder Emerging Market Equity Fund and Schroder U.S. Small and Mid Cap Opportunities Fund commenced operations on March 31, 2006. Schroder International Diversified Value Fund and Schroder Multi-Asset Growth Portfolio commenced operations as of August 30, 2006 and December 20, 2007, respectively. Additional series of SST, Schroder Enhanced Income Fund and Schroder Strategic Bond Fund, were liquidated following their close of business on April 29, 2008 and September 29, 2008, respectively. The Financial Statements for Schroder Municipal Bond Fund and Schroder Short-Term Municipal Bond Fund, Funds that are in liquidation, are presented separately. NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Funds, which are in conformity with accounting principles generally accepted in the United States of America. VALUATION OF INVESTMENTS: Portfolio securities listed on recognized stock exchanges are valued at the last reported sale price on the exchange on which the securities are principally traded, except that NASDAQ official closing prices for all NASDAQ National Market and NASDAQ Small Cap Market Securities are used, where applicable. Listed securities traded on recognized stock exchanges where last sale prices are not available are valued at the mean of the closing bid and asked prices ("mid-market price"). Securities traded in over-the-counter markets are valued at the most recent reported sales price or, if none, mid-market price for unlisted securities with readily available market quotations. Options on indices or exchange-traded fund ("ETF") shares are valued at the closing mid-market price. Prices used for valuations generally are provided by independent pricing services. Except as noted below with regard to below investment grade and emerging markets debt instruments, fixed income securities with remaining maturities of more than 60 days are valued on the basis of valuations provided by pricing services that determine valuations for normal institutional size trading units of fixed income securities, or through obtaining independent quotes from market makers. Below investment grade and emerging markets debt instruments ("high yield debt") will ordinarily be valued at prices supplied by a Fund's pricing service based on the mean of bid and asked prices supplied by brokers or dealers. Short-term investments, having a maturity of 60 days or less, are valued at amortized cost, a form of fair valuation which approximates market value, pursuant to procedures adopted by the Funds' Board of Trustees ("Trustees"). Other securities and assets for which market quotations are not readily available are valued in accordance with Fair Value 66 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2008 Procedures established by the Funds' Trustees. The Funds' Fair Value Procedures are implemented through a Fair Value Committee (the "Committee") designated by the Funds' Trustees. Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the security's trading has been halted or suspended; the security has been de-listed from a national exchange; the security's primary trading market is temporarily closed at a time when under normal conditions it would be open; or the security's primary pricing source is not able or willing to provide a price. When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee. Investments in registered investment companies are priced at each fund's daily net asset value. The assets of Multi-Asset Growth Portfolio include investments in underlying affiliated registered investment companies, which are valued at their respective daily net asset values. For securities that principally trade on a foreign market or exchange, a significant gap in time can exist between the time of a particular security's last trade and the time at which a Fund calculates its net asset value. The closing prices of such securities may no longer reflect their market values at the time the Fund calculates its net asset value if an event that could materially affect the value of those securities (a "Significant Event") has occurred between the time of the security's last trade and the time that the Fund calculates its net asset value. A Significant Event may relate to a single issuer or to an entire market sector. If a Fund becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or securities principally trade, but before the time at which the Fund calculates its net asset value, a Committee meeting may be called. Schroder International Alpha, Schroder International Diversified Value and Schroder Emerging Market Equity Funds use a third party fair valuation vendor which provides a fair value for securities of companies located in countries outside the Western Hemisphere held by the Funds based on certain factors and methodologies applied by the vendor in the event that there is movement in the U.S. market that exceeds a specific threshold established by the Committee in consultation with the Trustees. Such methodologies generally involve tracking valuation correlations between the U.S. market and each non-U.S. security. The Committee also determines a "confidence interval" which will be used, when the threshold is exceeded, to determine the level of correlation between the value of a foreign security and movements in the U.S. market before a particular security will be fair valued. In the event that the threshold established by the Committee is exceeded on a specific day, the Funds will typically value such securities in their portfolios that exceed the applicable confidence interval based upon the fair values provided by the vendor. FEDERAL INCOME TAXES: It is the intention of the Funds for each Fund to qualify or continue to qualify as a "regulated investment company" by complying with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended. By so qualifying, the Funds would not be subject to Federal income taxes to the extent that, among other things, they distribute substantially all of their taxable income, including realized capital gains, for the fiscal year. In addition, as a result of distributing substantially all of their net investment income during each calendar year, capital gains and certain other amounts, if any, the Funds would not be subject to a Federal excise tax. In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB interpretation 48 ("FIN 48"), "ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES." This standard defines the threshold for recognizing the benefits of tax-return positions in the financial statements as "more-likely-than-not" to be sustained by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50 percent likely to be realized. FIN 48 is effective as of the beginning of the first fiscal year beginning after December 15, 2006. At adoption, companies must adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained as of the adoption date. Based on its analysis, management has determined that the adoption of FIN 48 did not have a material impact to the Funds' financial statements upon adoption. If the Funds were to record a tax expense as a result of the adoption of FIN 48, the tax expense would include any interest and penalties. The Funds file U.S. federal income tax returns and if applicable, returns in various foreign jurisdictions in which it invests. While the statute of limitations remains open to examine the Funds' U.S. federal income tax returns filed for the fiscal years 2005 to 2008, no examinations are in progress or anticipated at this time. However, management's conclusions regarding FIN 48 may be subject to review and adjustment at a later date based on factors including, but not limited to, further implementation guidance expected from the FASB, and on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. 67 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2008 INVESTMENT TRANSACTIONS: Investment security transactions are recorded as of trade date. Realized gains and losses on sales of investments are determined on the basis of identified cost. Capital gain taxes on securities in certain foreign countries are accrued on unrealized appreciation and are due when realized. INVESTMENT INCOME: Dividend income is recorded on the ex-dividend date. Dividend income is recorded net of unrecoverable withholding tax. Interest income is recorded on an accrual basis. Discounts and premiums on fixed income securities are accreted and amortized using the effective interest method. Foreign dividend and interest income amounts and realized capital gains or losses are converted to U.S. dollar equivalents using foreign exchange rates in effect at the date of the transactions. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of costs of investments and/or as a realized gain. The Funds estimate the components of distributions received that may be considered non-taxable distributions or capital gain distributions. EXPENSES: Expenses are recorded on an accrual basis. Many of the expenses of the Funds can be directly attributable to a specific Fund. Expenses not directly attributable to a specific Fund are allocated among the Funds based on relative average net assets or another appropriate methodology. Class specific expenses are borne by that class. Fund expenses are pro-rated to the respective classes based on relative net assets. CLASSES OF SHARES: Income, realized and unrealized gains and losses of a Fund are prorated to the respective classes of shares based on relative net assets. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: Dividends and distributions to shareholders from net investment income and from net realized capital gains, if any, are declared and distributed at least annually for each of the Funds, except Schroder Total Return Fixed Income Fund, which declares dividends to shareholders from net investment income daily and distributes these dividends monthly and for which distributions to shareholders from net realized capital gains, if any, are declared and distributed at least annually. FOREIGN CURRENCY: Foreign currency amounts are translated into U.S. dollars at the mean of the bid and asked prices of such currencies against U.S. dollars as follows: (i) assets and liabilities at the rate of exchange at the end of the respective period; and (ii) purchases and sales of securities and income and expenses at the rate of exchange prevailing on the dates of such transactions. The portion of the results of operations arising from changes in the exchange rates and the portion due to fluctuations arising from changes in the market prices of securities are not isolated. Such fluctuations are included with the net realized and unrealized gain or loss on investments. Certain Funds may enter into forward foreign currency contracts to protect the U.S. dollar value of the underlying portfolio of securities against the effect of possible adverse movements in foreign exchange rates. Principal risks associated with such transactions include the movement in value of the foreign currency relative to the U.S. dollar and the ability of the counterparty to perform. Fluctuations in the value of such forward foreign currency transactions are recorded daily as unrealized gain or loss; realized gain or loss includes net gain or loss on transactions that have terminated by settlement or by the Funds entering into offsetting commitments. WHEN-ISSUED SECURITIES: Each Fund may purchase securities on a when-issued, delayed delivery, or forward commitment basis. These transactions involve a commitment by the Fund to purchase a security for a predetermined price or yield, with payments and delivery taking place more than seven days in the future, or after a period longer than the customary settlement period for that type of security. These transactions may increase the overall investment exposure for a Fund and involve a risk of loss if the value of the securities declines prior to the settlement date. DERIVATIVE INSTRUMENTS: Certain Funds may enter into a variety of "derivative" instruments (for example, options or futures) in order to gain exposure to particular securities or markets, in connection with hedging transactions, to adjust the interest rate sensitivity and duration of a Fund's portfolio and to increase total return. A Fund's use of derivative instruments involves the risk the instrument may not work as intended due to unanticipated developments in market conditions or other causes. Derivatives often involve the risk that the other party to the transaction will be unable or unwilling to perform its obligations, or that the Fund will be unable to close out the position at any particular time or at an acceptable price. When a Fund uses certain types of derivative instruments for investment purposes, it could lose more than the original cost of the investment and its potential loss could be unlimited. Also, suitable derivative transactions may not be available in all circumstances, and there can be no assurance that a Fund will engage in these transactions when that would be beneficial. 68 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2008 FUTURES: Financial futures contracts are valued based upon their quoted daily settlement prices; changes in initial settlement value (represented by cash paid to or received from brokers as "variation margin") are accounted for as unrealized appreciation (depreciation). When futures contracts are closed, the difference between the opening value at the date of purchase and the value at closing is recorded as realized gain or loss in the Statements of Operations. Futures contracts may be used in order to hedge against unfavorable changes in the value of securities or to attempt to realize profits. Futures contracts involve leverage and are subject to market risk that may exceed the amounts recognized in the Statements of Assets and Liabilities. Risks arise from the possible significant movements in prices. The change in value of futures contracts primarily corresponds to the value of the securities or other index or amount underlying the contracts, but may not precisely correlate with the change in value of such securities or other index or amount. In addition, there is the risk that a Fund may not be able to enter into a closing transaction because of an illiquid secondary market. SWAP AGREEMENTS: Certain Funds may enter into swap agreements, including total return swaps, credit default swaps and interest rate swaps. A swap agreement is a two-party contract under which an agreement is made to exchange returns from predetermined investments, instruments or indices including a particular interest rate, foreign currency, or "basket" of securities representing a particular index. The Schroder Total Return Fixed Income Fund and Schroder Multi-Asset Growth Portfolio may 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 the event of a default (or similar events) by a third party on its obligations. Therefore, in a credit default swap, the Funds 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 Funds would generally enter into this type of transaction to limit or reduce risk with respect to bonds or loans that it owns in its portfolio or otherwise in connection with transactions intended to reduce one or more risks in the Funds' portfolio. In addition, the Funds 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 Funds would generally enter into this type of transaction as a substitute for investment in the securities of the issuer, or otherwise to increase the Funds' investment return. The Funds may also enter into interest rate swap transactions. Interest rate swaps involve the exchange by the Funds with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) with respect to a notional amount of principal. The Funds could be exposed to credit or market risk due to unfavorable changes in the fluctuation of interest rates or if the counterparty defaults on its obligation to perform. Risk of loss may exceed amounts recognized on the Funds' Statements of Assets and Liabilities. Depending on their structures, swap agreements may increase or decrease the Funds' 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 Funds' swap positions would increase or decrease depending on the changes in value of the underlying rates, currency values, or other indices or measures. The Funds' ability to engage in certain swap transactions may be limited by tax considerations. Swaps are marked-to-market daily and the resulting changes in market values, if any, are recorded as an unrealized gain or loss. Entering into swap agreements involves certain other risks. Such risks include for example, the possibility that there will be no liquid market for these agreements, that the counterparty to the agreement may default on its obligation to perform and that there may be unfavorable changes in the fluctuation of interest rates or other rates or values. Risks also arise from potential losses from adverse market movements. EQUITY-LINKED AND INDEX-LINKED WARRANTS: The Schroder International Alpha, Schroder International Diversified Value, Schroder Emerging Market, Schroder U.S. Small and Mid Cap Opportunities, and Schroder North American Equity Funds may invest in equity-linked and index-linked warrants. A Fund purchases the equity-linked and index-linked warrants from a broker, who in turn is expected to purchase shares in the local market and issue a call warrant hedged on the underlying holdings. If the Fund exercises its call and closes its position, the shares are expected to be sold and the warrant redeemed with the proceeds. Each warrant typically represents one share of the underlying stock or basket of stocks representing the index. Therefore, the price, performance and liquidity of the warrant are all directly linked to the underlying stock or index, less transaction costs. Equity-linked warrants are generally valued at the closing price of the underlying securities, then adjusted for stock dividends declared by the underlying securities. In addition to the market risk related to the underlying holdings, the Fund bears additional counterparty risk with 69 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2008 respect to the issuing broker. Moreover, there is currently no active trading market for either equity-linked or index-linked warrants. A Fund may also purchase warrants, issued by banks and other financial institutions, whose values are based on the values from time to time of one or more securities indices. RESTRICTED SECURITIES: As of October 31, 2008, the following Funds owned private placement investments that were purchased through private offerings or acquired through initial public offerings and cannot be sold without prior registrations under the Securities Act of 1933, as amended, or pursuant to an exemption therefrom. These investments are valued in accordance with procedures approved by the Trustees. The acquisition dates of these investments, along with their costs and values as of October 31, 2008, were as follows: PRINCIPAL ACQUISITION % OF NET AMOUNT DATE COST MARKET VALUE ASSETS --------- ----------- ------- ------------ -------- SCHRODER TOTAL RETURN FIXED INCOME FUND Hedged Mutual Fund Fee Trust 4.840%, 3/02/11 $36,176 1/7/05 $36,113 $36,142 0.1% MORTGAGE DOLLAR ROLLS: The Schroder Total Return Fixed Income Fund may enter into mortgage dollar rolls (principally using TBAs) in which the Fund sells mortgage securities for delivery in the current month and simultaneously contracts to repurchase substantially similar securities in a subsequent month at an agreed-upon price on a fixed date. The Fund accounts for such dollar rolls under the purchases and sales method and receives compensation as consideration for entering into the commitment to repurchase. The Fund must maintain liquid securities having a value not less than the purchase price (including accrued interest) for such dollar rolls. The market value of the securities that the Fund is required to purchase may decline below the agreed upon repurchase price of those securities. The counterparty receives all principal and interest payments, including repayments, made in respect of a security subject to such a contract while it is the holder. Mortgage dollar rolls may be renewed with a new purchase and repurchase price and a cash settlement made on settlement date without physical delivery of the securities subject to the contract. OFFERING COSTS: During the period ended October 31, 2008, the Schroder Multi-Asset Growth Portfolio commenced operations and incurred offering costs of $211,531. Schroder Investment Management North America, Inc. ("SIMNA") absorbed $157,185 of the offering costs for Schroder Multi-Asset Growth Portfolio. The amortized portion of the offering costs and the amount absorbed by SIMNA are included in "Amortization of deferred offering costs" and "Reimbursement from Investment Advisor" on the Statements of Operations. The remaining offering costs are being amortized over a 12-month period from Schroder Multi-Asset Growth Portfolio's inception date and are reflected as "Deferred offering costs" in the Statements of Assets and Liabilities. NOTE 3 -- INVESTMENT ADVISORY FEES, ADMINISTRATION AGREEMENTS AND DISTRIBUTION PLANS The Funds have entered into investment advisory agreements with Schroder Investment Management North America, Inc. ("SIMNA"). Under these agreements, SIMNA provides investment management services and is entitled to receive for its services compensation, payable monthly, at the following annual rates based on average daily net assets of each Fund taken separately: 0.975% for the Schroder International Alpha Fund; 1.00% for each of Schroder International Diversified Value Fund, Schroder Emerging Market Equity Fund, Schroder U.S. Opportunities Fund and Schroder U.S. Small and Mid Cap Opportunities Fund; 0.25% for each of the Schroder North American Equity Fund and Schroder Total Return Fixed Income Fund and 0.75% for the Schroder Multi-Asset Growth Portfolio (waived until February 28, 2009 to 0.60%). SIMNA has retained its affiliate, Schroder Investment Management North America Limited ("SIMNA Ltd.") to serve as sub-advisor responsible for the portfolio management of the Schroder International Alpha Fund, the Schroder International Diversified Value Fund, the Schroder Emerging Market Equity Fund, the Schroder North American Equity Fund and the Schroder Multi-Asset Growth Portfolio. SIMNA pays SIMNA Ltd. 50% of the investment advisory fees it receives from these Funds. The administrator of SGST is Schroder Fund Advisors, Inc. ("Schroder Advisors"), a wholly owned subsidiary of SIMNA. Schroder Advisors receives no compensation for its services for the Schroder North American Equity Fund. SIMNA provides certain admin- 70 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2008 istration services to the Schroder International Alpha Fund and the Schroder U.S. Opportunities Fund. SIMNA's compensation for these services is included in the Schroder International Alpha and the Schroder U.S. Opportunities Fund's advisory fees. Effective November 5, 2001, SCFD entered into a sub-administration and accounting agreement with SEI Investments Global Funds Services ("SEI") and Schroder Advisors. On January 4, 2004, SST entered into an amended administration and accounting agreement with SEI. On January 31, 2005, SGST entered into a sub-administration and accounting agreement with SEI. Effective November 1, 2004, under the agreements with SEI, the SCFD Funds and the SST Funds pay fees to SEI based on the combined average daily net assets of all the SCFD Funds and the SST Funds according to the following annual rates: 0.115% on 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 assets in excess of $2 billion. Each Fund pays its pro rata portion of such expenses. Effective June 1, 2008, the SCFD Funds and SST Funds pay fees to SEI based on the combined average daily net assets of all the SST and SCFD Funds according to the following annual rates: 0.095% on the first $1 billion of such assets; 0.085% on the next $1 billion of such assets, 0.07% on the next $1 billion of such assets, 0.06% on the next $2 billion of such assets, and 0.05% on assets in excess of $5 billion. Effective January 28, 2005, and renewed June 1, 2008, SGST pays SEI a fee, computed and paid monthly, at an annual rate of 0.013% of the SGST Fund's average daily net assets up to $1 billion and 0.005% of the SGST Fund's average daily net assets over $1 billion. In order to limit the expenses of the Investor Shares of certain Funds, the Funds' adviser has contractually agreed to pay or reimburse the applicable Fund for other fund expenses through February 28, 2009 for Schroder U.S. Opportunities Fund and Schroder Total Return Fixed Income Fund and through February 28, 2010 for Schroder International Alpha Fund, Schroder International Diversified Value Fund, Schroder Emerging Market Fund and Schroder U.S. Small and Mid Cap Opportunities Fund to the extent that the total annual fund operating expenses of a Fund (other than acquired fund fees and expenses, interest, taxes, and extraordinary expenses) allocable to each Fund's Investor Shares exceed the following annual rates (based on the average daily net assets attributable to each Fund's Investor Shares): Schroder International Alpha Fund, 1.15% (1.25% prior to October 1, 2008), Schroder International Diversified Value Fund, 1.15% (1.25% prior to October 1, 2008), Schroder Emerging Market Equity Fund, 1.25% (1.75% prior to October 1, 2008), Schroder U.S. Opportunities Fund, 1.70%, Schroder U.S. Small and Mid Cap Opportunities Fund, 1.05% (1.40% prior to October 1, 2008), Schroder Total Return Fixed Income Fund, 0.40% and Schroder Multi-Asset Growth Portfolio, 1.25%. In order to limit the expenses of the Advisor Shares of certain Funds, the Funds' adviser has contractually agreed to pay or reimburse the applicable Fund for other Fund expense through February 28, 2009 for Schroder U.S. Opportunities Fund and Schroder Total Return Fixed Income Fund and through February 28, 2010 for Schroder International Alpha Fund, Schroder International Diversified Value Fund, Schroder Emerging Market Equity Fund and Schroder U.S. Small and Mid Cap Opportunities Fund to the extent that the total annual fund operating expenses of a Fund (other than acquired fund fees and expenses, interest, taxes, and extraordinary expenses) allocable to each Fund's Advisor Shares exceed the following annual rates (based on the average daily net assets attributable to each Fund's Advisor Shares): Schroder International Alpha Fund, 1.40% (1.50% prior to October 1, 2008), Schroder International Diversified Value Fund, 1.40% (1.50% prior to October 1, 2008), Schroder Emerging Market Equity Fund, 1.50% (2.00% prior to October 1, 2008), Schroder U.S. Opportunities Fund, 1.95%, Schroder U.S. Small and Mid Cap Opportunities Fund, 1.30% (1.65% prior to October 1, 2008), Schroder Total Return Fixed Income Fund, 0.65% and Schroder Multi-Asset Growth Portfolio, 1.50%. In addition, in order to limit the expenses of the A Shares and R Shares of the Schroder Multi-Asset Growth Portfolio, the adviser has contractually agreed to reduce its compensation (and, if necessary, to pay other Fund expenses) until February 28, 2009 to the extent that the total annual fund operating expenses of the Schroder Multi-Asset Growth Portfolio (other than acquired fund fees and expenses, interest, taxes, and extraordinary expenses) allocable to the A Shares and the R Shares exceed the following annual rates (based on average daily net assets attributable to the Schroder Multi-Asset Growth Portfolio's A Shares and R Shares), A Shares, 1.50%, R Shares, 1.75%. The Funds have adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Investment Company Act that allows each Fund to pay distribution and other fees with respect to its A Shares, Advisor Shares and R Shares. Under the Plan, a Fund may make payments at the following annual rates: A Shares and Advisor Shares: up to 0.25%, except for the Schroder North American Equity Fund which may make payments at an annual rate of up to 0.35%; R Shares: up to 0.50%, of the daily net assets attributable to the A Shares, Advisor Shares and R Shares, as applicable, to compensate Schroder Advisors for distribution services and certain shareholder services with respect to the Funds' A Shares, Advisor Shares and R Shares. 71 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2008 NOTE 4 -- REDEMPTION FEE The Schroder International Alpha Fund, Schroder International Diversified Value Fund, Schroder Emerging Market Equity Fund, Schroder U.S. Opportunities Fund, Schroder U.S. Small and Mid Cap Opportunities Fund and Schroder Multi-Asset Growth Portfolio generally impose a 2.00% redemption fee on shares redeemed (including in connection with an exchange) two months or less from their date of purchase. These fees, which are not sales charges, are retained by the Funds and not paid to Schroder Advisors or any other entity. The redemption fees are included in the Statements of Changes in Net Assets under "Redemption fees," and are included as part of "Capital paid-in" on the Statements of Assets and Liabilities. The redemption fees paid to the Schroder International Alpha Fund, Schroder International Diversified Value Fund, Schroder Emerging Market Equity Fund, Schroder U.S. Opportunities Fund, Schroder U.S. Small and Mid Cap Opportunities Fund and Schroder Multi-Asset Growth Portfolio for the year ended October 31, 2008 totaled $8,574, $10,299, $138, $7,423, $2,935 and $9,623, respectively. NOTE 5 -- TRANSACTIONS WITH AFFILIATES TRUSTEES' FEES: The Funds pay no compensation to Trustees who are interested persons of the Trusts, SIMNA or Schroder Advisors. For their services as Trustees of all open-end investment companies distributed by Schroder Advisors for the year ended October 31, 2008, Trustees who are not interested persons of the Funds, SIMNA or Schroder Advisors received an annual retainer of $25,000 and $2,500 per meeting attended in person or $1,000 per meeting attended by telephone. Members of an Audit Committee for one or more of such Funds received an additional $1,000 per meeting, with the Audit Committee chair receiving a $5,000 retainer. Payment of Trustee fees is allocated 50% equally to each Trust and the remaining 50% to the Funds based on their respective amount of assets. Payment of meeting fees were allocated only among those Funds to which the meeting related. Effective November 1, 2006, several Trustees became Trustee Emeritus. For their services, the Emeritus trustees instead receive an annual retainer of $15,000, for a period of two years. Officers of the Funds are also officers of SIMNA and Schroder Advisors. Such officers are paid no fees by the Funds for serving as officers of the Funds. NOTE 6 -- INVESTMENT TRANSACTIONS Purchases and proceeds from sales and maturities of investments, excluding short-term securities for each Fund, for the year ended October 31, 2008 (except for Schroder Multi-Asset Growth Portfolio, for which data is presented for the period December 20, 2007 (commencement of investment operations until October 31, 2008), were as follows: PURCHASES SALES AND MATURITIES ------------ -------------------- Schroder International Alpha Fund .................... $ 45,132,567 $ 41,640,721 Schroder International Diversified Value Fund ........ 8,009,285 5,932,805 Schroder Emerging Market Equity Fund ................. 38,898,088 32,082,399 Schroder U.S. Opportunities Fund ..................... 169,538,823 190,566,087 Schroder U.S. Small and Mid Cap Opportunities Fund ... 16,261,257 10,894,026 Schroder North American Equity Fund .................. 872,550,162 972,143,812 Schroder Total Return Fixed Income Fund .............. 31,366,800 34,641,061 Schroder Multi-Asset Growth Portfolio ................ 59,994,575 34,614,189 Purchases and proceeds from sales and maturities of U.S. Government securities for the six months ended October 31, 2008 were as follows: PURCHASES SALES AND MATURITIES ------------ -------------------- Schroder Total Return Fixed Income Fund .............. $336,910,045 $323,109,585 Both redemptions and subscriptions in-kind reflect the valuation of the underlying securities in accordance with the Funds' valuation policy. The asset price used to affect the redemption is the respective asset price used to calculate the net asset value of the shares redeemed. For the years ended October 31, 2008 and October 31, 2007 the Schroder North American Equity Fund realized gains from in-kind redemptions of $5,180,341 and $60,232,563, respectively. Investments made by the Schroder Multi-Asset Growth Portfolio in other Schroder Funds are considered to be investments in Affiliated Companies as defined under section 2(a)(2) of the Investment Company Act. A summary of the investment and income activity in each Affiliated Company's shares for Schroder Multi-Asset Growth Portfolio is as follows: 72 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2008 INCOME REALIZED FROM GAINS AFFILIATED AFFILIATED REGISTERED INVESTMENT COMPANY CONTRIBUTIONS WITHDRAWALS (LOSSES) INVESTMENTS - ---------------------------------------- ------------- ----------- -------- ----------- Schroder U.S. Small and Mid Cap Opportunities Fund ... $4,076,000 $ 100,000 $ (4,579) $ -- Schroder Emerging Market Equity Fund ................. 1,394,000 -- -- -- Schroder International Alpha Fund .................... 2,721,564 -- -- -- Schroder International Diversified Value Fund ........ 2,198,144 -- -- -- Schroder Strategic Bond Fund ......................... 4,807,820 4,776,917 (30,903) 7,820 NOTE 7 -- FEDERAL INCOME TAXES The Multi-Asset Growth Portfolio elected to be taxed as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code effective May 23, 2008. All earnings prior to May 23, 2008, both realized and unrealized, are excluded from the taxable income of the Fund. The prior earnings have been reclassified to "Capital Paid-in." The undistributed balances and the tax character of dividends and distributions declared only reflect income earned and distributions declared after May 23, 2008. Taxable income prior to May 23, 2008 was included in the income tax return of Schroder U.S. Holdings, Inc., an affiliated company of SIMNA, which was the Fund's sole shareholder until May 23, 2008. The Fund's portion of taxes for this period was estimated as if the Fund filed on a separate return basis. The estimated taxes for this period were $147,660, as shown on the accompanying Statement of Operations as tax expense with an offsetting reimbursement from SIMNA. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These book/tax differences are either temporary or permanent in nature. Any permanent differences, which may result in distribution reclassifications, are primarily due to differing treatments for gains resulting from redemptions in-kind, paydown gains and losses, investments in passive foreign investment companies, reclassifications of long-term capital gain distributions on real estate investment trust securities, partnership and swap investments, net operating losses and foreign currency transactions. Distributions from short-term gains and from gains on foreign currency transactions are treated as distributions from ordinary income for tax purposes. At October 31, 2008, the Funds reclassified the following permanent amounts between capital paid-in, undistributed net investment income and accumulates realized gain (loss): INCREASE INCREASE (DECREASE) (DECREASE) UNDISTRIBUTED ACCUMULATED NET INVESTMENT REALIZED INCREASE (DECREASE) INCOME GAIN (LOSS) CAPITAL PAID-IN -------------- ----------- ------------------- Schroder International Alpha Fund .................... $ 117,314 $ (117,314) $ -- Schroder International Diversified Alpha Fund ........ 44,662 (44,662) -- Schroder Emerging Market Equity Fund ................. 31,924 (31,924) -- Schroder U.S. Opportunities Fund ..................... 753,731 (98,821) (654,910) Schroder U.S. Small and Mid Cap Opportunities Fund ... 52,480 4,644 (57,124) Schroder North American Equity Fund .................. 935,914 (6,116,256) 5,180,342 Schroder Total Return Fixed Income Fund .............. 55,121 (55,121) -- Schroder Multi-Asset Growth Portfolio ................ (8,489) (326,392) 334,881 The tax character of dividends and distributions declared during the years or periods ended October 31, 2008 and October 31, 2007 was as follows: ORDINARY LONG-TERM INCOME CAPITAL GAIN TOTAL ----------- ------------ ---------- Schroder International Alpha Fund 2008 .............................................. $ 958,846 $ -- $ 958,846 2007 .............................................. 461,687 -- 461,687 Schroder International Diversified Value Fund 2008 .............................................. 1,796,852 347,610 2,144,462 2007 .............................................. 172,530 -- 172,530 73 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2008 ORDINARY LONG-TERM INCOME CAPITAL GAIN TOTAL ----------- ------------ ---------- Schroder Emerging Market Equity Fund 2008 .............................................. $ 2,275,689 $ 1,230,055 $ 3,505,744 2007 .............................................. 63,167 -- 63,167 Schroder U.S. Opportunities Fund 2008 .............................................. 5,039,977 22,631,107 27,671,084 2007 .............................................. 7,344,179 13,699,207 21,043,386 Schroder U.S. Small and Mid Cap Opportunities Fund 2008 .............................................. 311,839 386,347 698,186 2007 .............................................. 3,936 -- 3,936 Schroder North American Equity Fund 2008 .............................................. 28,675,160 77,583,254 106,258,414 2007 .............................................. 42,947,662 33,761,191 76,708,853 Schroder Total Return Fixed Income Fund 2008 .............................................. 3,069,846 35,383 3,105,229 2007 .............................................. 1,986,596 -- 1,986,596 As of October 31, 2008, the components of accumulated losses on a tax basis were as follows: UNDISTRIBUTED UNDISTRIBUTED CAPITAL OTHER TOTAL ORDINARY LONG-TERM LOSS UNREALIZED TEMPORARY ACCUMULATED INCOME CAPITAL GAIN CARRYFORWARD DEPRECIATION DIFFERENCES LOSSES ------------- ------------- ------------ ------------- ----------- ------------- Schroder International Alpha Fund ......... $ 235,783 $ -- $ (6,497,617) $ (19,100,900) $ 3,237 $ (25,359,497) Schroder International Diversified Value Fund ................................... 346,388 -- (109,889) (6,297,279) (31,965) (6,092,745) Schroder Emerging Market Equity Fund ...... 4,686 -- (949,933) (9,755,988) (17,731) (10,718,966) Schroder U.S. Opportunities Fund .......... -- -- (6,743,035) (29,301,433) -- (36,044,468) Schroder U.S. Small and Mid Cap Opportunities Fund ..................... -- -- (819,300) (2,593,297) (14,398) (3,426,995) Schroder North American Equity Fund ....... 10,882,828 -- (41,328,784) (136,635,513) 5,909,143 (161,172,326) Schroder Total Return Fixed Income Fund ... 1,694,829 476,922 -- (3,212,308) (534,023) (1,574,580) Schroder Multi-Asset Growth Portfolio ..... 595,835 -- (3,192,418) (6,781,264) (197,536) (9,575,383) As of October 31, 2008, the Funds listed below had net tax basis capital loss carryforwards, for Federal income tax purposes, that may be applied against future taxable gains until their expiration date as follows: EXPIRATION DATES AMOUNT OCTOBER 31, ----------- ----------- Schroder International Alpha Fund .................... $ 2,618,789 2010 913,762 2011 2,965,066 2016 Schroder International Diversified Value Fund ........ 109,889 2016 Schroder Emerging Market Equity Fund ................. 949,933 2016 Schroder U.S. Opportunities Fund ..................... 6,743,035 2016 Schroder U.S. Small and Mid Cap Opportunities Fund ... 819,300 2016 Schroder North American Equity Fund .................. 41,328,784 2016 Schroder Multi-Asset Growth Portfolio ................ 3,192,418 2016 74 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2008 At October 31, 2008, the identified cost for Federal income tax purposes of investments owned by each Fund and their respective gross unrealized appreciation and depreciation were as follows: GROSS UNREALIZED NET UNREALIZED IDENTIFIED -------------------------------- APPRECIATION TAX COST APPRECIATION DEPRECIATION (DEPRECIATION) ------------ ---------------- ------------- -------------- Schroder International Alpha Fund ................... $ 50,426,862 $ 229,068 $ (19,321,316) $ (19,092,248) Schroder International Diversified Value Fund ....... 14,406,301 69,241 (6,365,415) (6,296,174) Schroder Emerging Market Equity Fund ................ 27,259,159 13,874 (9,767,458) (9,753,584) Schroder U.S. Opportunities Fund .................... 211,156,704 12,744,621 (42,046,054) (29,301,433) Schroder U.S. Small and Mid Cap Opportunities Fund... 15,370,573 422,150 (3,015,447) (2,593,297) Schroder North American Equity Fund ................. 611,041,162 13,048,976 (143,780,056) (130,731,080) Schroder Total Return Fixed Income Fund ............. 76,567,213 398,355 (3,813,888) (3,415,533) Schroder Multi-Asset Growth Portfolio ............... 28,876,267 17,835 (6,598,257) (6,580,422) NOTE 8 -- PORTFOLIO INVESTMENT RISKS Schroder International Alpha, Schroder International Diversified Value and Schroder Emerging Market Equity Funds have a relatively large portion of their assets invested in companies domiciled in particular foreign countries, including emerging markets. The Funds may be more susceptible to political, social and economic events adversely affecting those countries and such issuers. Each of Schroder International Alpha, Schroder International Diversified Value and Schroder Emerging Market Equity Funds may invest more than 25% of its total assets in issuers located in any one country or group of countries. To the extent that it does so, a Fund is susceptible to a range of factors that could adversely affect its holdings in issuers of that country, including political and economic developments and foreign exchange-rate fluctuations. As a result of investing substantially in a single country, the value of the Fund's assets may fluctuate more widely than the value of shares of a comparable fund with a lesser degree of geographic concentration. The Funds may invest in countries with limited or developing capital markets. Investments in these markets may involve greater risk than investments in more developed markets. The Schroder Total Return Fixed Income Fund invests a portion of its assets in securities of issuers that hold mortgage securities, including subprime mortgage securities. The value of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults, and may be adversely affected by shifts in the market's perception of the issuers and changes in interest rates. NOTE 9 -- BENEFICIAL INTEREST The following table shows the number of shareholders each owning of record, or to the knowledge of the Funds beneficially, 5% or more of shares of a Fund outstanding as of October 31, 2008 and the total percentage of shares of the Fund held by such shareholders. The table includes omnibus accounts that hold shares on behalf of several shareholders. 5% OR GREATER SHAREHOLDERS -------------------------- NUMBER % OF FUND HELD -------- -------------- Schroder International Alpha Fund ...................... 3 92.61% Schroder International Diversified Value Fund .......... 2 98.70 Schroder Emerging Market Equity Fund ................... 4 83.21 Schroder U.S. Opportunities Fund ....................... 3 74.87 Schroder U.S. Small and Mid Cap Opportunities Fund ..... 7 98.98 Schroder North American Equity Fund .................... 6 83.71 Schroder Total Return Fixed Income Fund ................ 4 94.07 Schroder Multi-Asset Growth Portfolio .................. 1 96.20 Some of the accounts shown above for Schroder International Alpha Fund, Schroder International Diversified Value Fund, Schroder Emerging Market Equity Fund, Schroder U.S. Small and Mid Cap Opportunities Fund and Schroder Multi-Asset Growth Portfolio are owned by an affiliate of SIMNA. 75 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2008 NOTE 10 -- LINE OF CREDIT The Funds, along with other related open-end series management investment companies managed by SIMNA, entered into a credit agreement on October 6, 2008 which enables them to participate in a $25 million committed revolving line of credit with JPMorgan Chase Bank, N.A. The proceeds from the borrowings shall be used primarily to finance shareholder redemptions. Interest is charged to the Funds based on its borrowings at the current reference rate. The Funds pay their pro rata portion of an annual commitment fee of 0.15% on the total amount of the credit facility. The Funds did not have any borrowings under the credit agreement during the period from October 6, 2008 through October 31, 2008. NOTE 11 -- CAPITAL SHARE TRANSACTIONS Capital share transactions for the Funds were as follows: INTERNATIONAL INTERNATIONAL DIVERSIFIED EMERGING MARKET ALPHA FUND VALUE FUND EQUITY FUND ----------------------- ---------------------- ------------------------ 2008 2007 2008 2007 2008 2007 ---------- ---------- ---------- --------- ---------- ----------- INVESTOR SHARES: Sales of shares ................. 351,750 1,029,716 282,628 26,303 642,134 348,015 Reinvestment of distributions ... 40,026 25,941 184,373 14,253 230,257 5,239 Redemption of shares ............ (150,536) (1,093,754) (84,401) (26,303) (90,216) (12,788) ---------- ---------- -------- ------- ---------- ----------- Net increase (decrease) in Investor Shares .............. 241,240 (38,097) 382,600 14,253 782,175 340,466 ========== ========== ======== ======= ========== =========== ADVISOR SHARES: Sales of shares ................. 469,751 1,446,287 50,881 34,528 329,402 50,217 Reinvestment of distributions ... 36,416 16,085 24,459 1,531 18,455 283 Redemption of shares ............ (317,143) (1,370,058) (59,364) (14,226) (340,781) (5,280) ---------- ---------- -------- ------- ---------- ----------- Net increase in Advisor Shares .. 189,024 92,314 15,976 21,833 7,076 45,220 ========== ========== ======== ======= ========== =========== U.S. OPPORTUNITIES U.S. SMALL AND MID CAP NORTH AMERICAN FUND OPPORTUNITIES FUND EQUITY FUND ----------------------- ---------------------- ------------------------ 2008 2007 2008 2007 2008 2007 ---------- ---------- ---------- --------- ---------- ----------- INVESTOR SHARES: Sales of shares ................. 984,467 2,945,901 712,839 195,225 3,916,897 10,660,078 Reinvestment of distributions ................ 1,238,726 928,653 55,239 364 8,423,399 1,506,831 Redemption of shares ............ (2,802,194) (1,987,960) (71,717) (62,338) (3,625,013) (29,037,394) Redemption of shares in-kind .... -- -- -- -- (4,373,826) (23,138,873) ---------- ---------- -------- ------- ---------- ----------- Net increase (decrease) in Investor Shares ........... (579,001) 1,886,594 696,361 133,251 4,341,457 (40,009,358) ========== ========== ======== ======= ========== =========== ADVISOR SHARES: Sales of shares ................. 28,434 263,597 12,224 81,615 2,088 782 Reinvestment of distributions ... 24,017 2,754 7,746 -- 1,565 613 Redemption of shares ............ (73,488) (61,888) (104,345) (18,233) -- -- ---------- ---------- -------- ------- ---------- ----------- Net increase (decrease) in Advisor Shares ............ (21,037) 204,463 (84,375) 63,382 3,653 1,395 ========== ========== ======== ======= ========== =========== 76 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONCLUDED) OCTOBER 31, 2008 TOTAL RETURN FIXED INCOME FUND --------------------- 2008 2007 -------- ---------- INVESTOR SHARES: Sales of shares .................. 108,534 1,279,192 Sales sold in-kind ............... -- 4,787,713 Reinvestment of distributions .... 309,996 198,870 Redemption of shares ............. (142,808) (1,207,763) -------- ---------- Net increase in Investor Shares .. 275,722 5,058,012 ======== ========== ADVISOR SHARES: Sales of shares .................. 30,531 70,155 Reinvestment of distributions .... 3,447 3,931 Redemption of shares ............. (16,828) (95,000) -------- ---------- Net increase (decrease) in Advisor Shares ................ 17,150 (20,914) ======== ========== MULTI-ASSET GROWTH PORTFOLIO ---------------- 2008(a) ---------------- INVESTOR SHARES: Sales of shares .................. 50,480 Reinvestment of distributions .... -- Redemption of shares ............. -- --------- Net increase in Investor Shares .. 50,480 ========= A SHARES: Sales of shares .................. 2,654,639 Reinvestment of distributions .... -- Redemption of shares ............. (37,504) --------- Net increase in A Shares ......... 2,617,135 ========= ADVISOR SHARES: Sales of shares .................. 380,201 --------- Net increase in Advisor Shares ... 380,201 ========= R SHARES: Sales of shares .................. 50,000 --------- Net increase in R Shares ......... 50,000 ========= (a) Fund commenced investment activities on December 20, 2007. NOTE 12 -- ACCOUNTING PRONOUNCEMENTS In September 2006, the FASB issued STATEMENT ON FINANCIAL ACCOUNTING STANDARDS (SFAS) NO. 157, "FAIR VALUE MEASUREMENTS." This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current generally accepted accounting principles from the application of this Statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. As of October 31, 2008, the Funds do not believe the adoption of SFAS No. 157 will impact the amounts reported in the financial statements; however, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain of the measurements reported on the statement of changes in net assets for a fiscal period. In March 2008, the FASB issued SFAS No. 161, DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. SFAS No. 161 effective for fiscal years and interim periods beginning after November 15, 2008. SFAS No. 161 requires enhanced disclosures about the Funds' derivative and hedging activities, including how such activities are accounted for and their effect on the Funds' financial position, performance, and cash flows. Management is currently evaluating the impact the adoption of SFAS No. 161 will have on the Funds' financial statements and related disclosures. 77 SCHRODER MUTUAL FUNDS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Trustees and Shareholders of Schroder Global Series Trust, Schroder Capital Funds (Delaware) and Schroder Series Trust In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Schroder North American Equity Fund (constituting Schroder Global Series Trust), Schroder U.S. Opportunities Fund and Schroder International Alpha Fund, (constituting Schroder Capital Funds (Delaware)) and Schroder International Diversified Value Fund, Schroder U.S Small and Mid Cap Opportunities Fund, Schroder Emerging Market Equity Fund, Schroder Total Return Fixed Income Fund, and Schroder Multi-Asset Growth Portfolio (constituting part of Schroder Series Trust) (collectively referred to as the "Funds") at October 31, 2008, the results of each of their operations for the year or period then ended and the changes in each of their net assets and the financial highlights for each of the years or periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Funds' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Philadelphia, Pennsylvania December 23, 2008 78 SCHRODER MUTUAL FUNDS PROXY VOTING (UNAUDITED) A description of the Funds' proxy voting policies and procedures is available upon request, without charge, by visiting the Securities and Exchange Commission's ("SEC") website at http://www.sec.gov, or by calling 1-800-464-3108 and requesting a copy of the applicable Fund's Statement of Additional Information or on the Schroder Funds website at http://www.schroderfunds.com, by downloading the Funds' Statement of Additional Information. Information regarding how the Funds voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request by calling 1-800-464-3108 and on the SEC's web-site at http://www.sec.gov. N-Q (UNAUDITED) The Funds file their complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds' Forms N-Q are available on the SEC's website at http://www.sec.gov, and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. INFORMATION REGARDING REVIEW AND APPROVAL OF INVESTMENT ADVISORY CONTRACTS (UNAUDITED) RENEWAL OF INVESTMENT ADVISORY AGREEMENTS FOR THE SCHRODER MUTUAL FUNDS The Advisory Agreements for all of the Schroder Mutual Funds (the "Funds") are subject to annual approval by the Trustees of the Funds. The Trustees meet over the course of the year with investment advisory personnel from Schroder Investment Management North American Inc. ("SIMNA") and regularly review detailed information regarding the investment program and performance of each Fund. The Trustees met in June 2008 to consider the continuation of the Advisory Agreement in respect of each of the Funds for the following year. The Trustees considered a number of factors, none of which alone they considered determinative. Factors considered by the Trustees included those described below, among others. The Trustees considered the fees charged by SIMNA to the Funds under the Advisory Agreements (which fees, for this purpose, were considered to include the administrative fee paid by Schroder North American Equity Fund to Schroder Fund Advisors Inc.), and the fee payable by SIMNA to Schroder Investment Management North America Limited ("SIMNA Ltd.") as sub-adviser to Schroder Emerging Market Equity Fund, Schroder International Alpha Fund, Schroder International Diversified Value Fund, Schroder North American Equity Fund, and Schroder Multi-Asset Growth Portfolio out of the fees received by SIMNA with respect to such Funds. The Trustees also considered the total expense ratio of each of the Funds. The Trustees reviewed the information provided by SIMNA and compiled by the independent Lipper organization showing a comparison of SIMNA's fee rate for each Fund, as well as each Fund's expense ratio, compared to peer mutual funds having similar objectives, strategies, and asset sizes. The Trustees also considered information provided by SIMNA as to the fees charged by SIMNA to clients other than the Funds, including institutional separate accounts, offshore funds and mutual funds for which SIMNA serves as sub-adviser. The Trustees noted that the advisory and administrative fee charged by SIMNA to the Funds was generally fair compared to those paid by other clients of SIMNA and that SIMNA generally charges lower fees to third party mutual funds for which SIMNA serves as sub-adviser. Representatives of SIMNA reviewed with the Trustees the reasons for the differences between the fees charged to the Funds and to those accounts, citing, among other things, the fact that the services and resources required of SIMNA where it sub-advises mutual funds sponsored by others are substantially less than in the case of the Funds, since many of the administrative and compliance oversight and regulatory responsibilities related to the management function are retained in part by the primary adviser. The Trustees also noted that in many cases the fees charged to SIMNA's separate account clients are lower than those charged to the Funds. Representatives of SIMNA stated that this is primarily due to the fact that the compliance, legal, and administrative burdens of providing investment advice to mutual funds exceed those required to provide advisory services to non-mutual fund clients and that management of public mutual funds generally subjects SIMNA and SIMNA Ltd. to increased regulatory and enterprise risk. SIMNA management also reported that the Funds require the resources necessary to conduct daily valuation and to satisfy liquidity requirements, which is not necessarily the case for separate account clients. In two asset classes, the fees charged to SIMNA's separate account clients exceeded those charged to the Funds. SIMNA management explained that it can be difficult and time-consuming to manage smaller accounts within the framework of its investment models, so SIMNA may charge institutional clients a premium for offering the customized services and reporting of a separate account. The Trustees also noted that, with respect to SIMNA's offshore pooled vehicles, when advisory fees are charged at the fund level they appear to be at least the same as, but in most cases higher than, those charged to the Funds. 79 SCHRODER MUTUAL FUNDS INFORMATION REGARDING REVIEW AND APPROVAL OF INVESTMENT ADVISORY CONTRACTS (UNAUDITED) (CONTINUED) The Trustees considered the profitability analysis with respect to each Fund for the years ended December 31, 2007 and December 31, 2006. This information showed the substantial costs to SIMNA of providing services to the Funds, and indicated that SIMNA had a net loss with respect to Schroder U.S. Small and Mid Cap Opportunities Fund, Schroder North American Equity Fund, Schroder Emerging Market Equity Fund, Schroder International Diversified Value Fund, Schroder Total Return Fixed Income Fund, and Schroder Multi-Asset Growth Portfolio. The Trustees considered that SIMNA's net loss from managing the Funds for the year ended December 31, 2006 had changed to a net profit in the year ended December 31, 2007, and the Trustees concluded that the profitability of Schroder U.S. Opportunities Fund and Schroder International Alpha Fund to SIMNA did not appear unreasonable in light of services, rendered, competitiveness and performance. The Trustees considered whether economies of scale would likely be realized as the Funds grow and whether a reduction in the advisory fees paid by the Funds by means of breakpoints would be appropriate. They concluded that it did not appear necessary at this point for new breakpoints to be implemented, although they would continue to consider the matter in the future as the Funds grow. SIMNA noted that, at this time, any increased profit realized by the firm as the Funds grow enables Schroders to devote greater resources to the management of the Funds, as well as to provide financial incentives for the portfolio managers, analysts, and other personnel who in many cases have alternative employment and business opportunities available to them. In addition, SIMNA noted that most of the Funds were small and, in its view, competitively priced, and that SIMNA believed that where it is recognizing profit from a product, the level of profitability is not excessive. The Trustees considered the fee waivers and/or expense limitations for the Funds, including the time periods during which the fee waivers would be in place and possible extensions of such fee waivers and/or expense limitations. SIMNA also noted that it had agreed to maintain fee waivers and expense limitations for most of the Funds. Representatives of SIMNA discussed with the Trustees in detail the methodology used by Lipper to select peer group funds for the Funds. The Trustees reviewed detailed fee and expense and performance information presented by Lipper for each of the Funds in connection with the proposed renewal of the Advisory Agreements. The review noted that Schroder North American Equity Fund is competitive both in its overall expense ratio and its performance, ranking first out of 15 peer group funds in contractual management fees and in the first quintile for all expenses rankings measured by Lipper. The Fund's performance in the last year performance had suffered somewhat due to market conditions, and was in the third quintile for the last year, but the long-term performance record remained favorable. The review showed that Schroder International Diversified Value Fund had a limited performance history, but ranked second out of four peer group funds in performance while contractual management fees were higher than the median for the peer group, although after fee waivers and expense limitations the Fund ranked four out of 13 peer group funds for total expenses for Investor shares, 11 out of 13 peer group funds for total expenses for Advisor shares, and first out of 12 peer group funds for management fees actually paid. Representatives of SIMNA explained that certain Funds had higher non-management fee expenses than the median of the funds in their respective peer groups because many of the Funds were smaller than other funds in their respective peer groups, so fixed expenses, such as transfer agency expenses, were spread over a smaller amount of assets. Representatives of SIMNA also said that due to such Funds' relatively small size even a small change in net asset value can make a substantial difference in such expenses. They noted that where expenses are reflected for less than a full year of operations this can also have a substantial impact on expenses and that some expenses do increase as net asset value increases, for instance expenses related to reprinting prospectuses. Representatives of SIMNA also noted that audit and other fees that are shared by the Funds are allocated one-half to each Fund based on assets and one-half is evenly divided among the Funds, regardless of assets. SIMNA also stated that in light of Schroder International Diversified Value Fund's limited performance history, relatively low net assets, and overall expense ratio, SIMNA management believes that the Fund fees are reasonable. With respect to Schroder U.S. Opportunities Fund, it was noted that the Fund's contractual management fees are in the fourth quintile but that performance was consistently in the first quintile since the Fund's inception as measured by Lipper. While contractual management fees were above the median, management considered this reasonable given the limited capacity of the Fund and its historical strong performance. Then turning to Schroder U.S. Small and Mid Cap Opportunities Fund, it was noted that performance has been slightly below benchmark but overall strong, was in the first quintile since inception and was in the second quintile in the last year. It was also noted that, although the Fund had relatively high expenses, this was the result at least in part, to the fact that the Fund was the second smallest fund in the peer group measured by net assets and had a limited performance history. As to Schroder International Alpha Fund, it was noted that although the contractual management fees were in the fourth quintile, the Fund's performance continued to be in the first quintile in all periods reported by Lipper. 80 SCHRODER MUTUAL FUNDS INFORMATION REGARDING REVIEW AND APPROVAL OF INVESTMENT ADVISORY CONTRACTS (UNAUDITED) (CONCLUDED) With respect to Schroder Emerging Market Equity Fund, it was noted that performance had improved significantly, with performance being in the first quintile and second out of 10 peer group funds for the last year and since inception, while contractual management fees were in the third quintile, total expenses in the second quintile, and management fees actually paid in the first quintile. In respect of Schroder Total Return Fixed Income Fund it was noted that the Fund has a competitive contractual management fee, being ranked second out of 17 peer group funds. It was also noted that that for the period since inception the Fund has ranked in the first quintile for performance and, while performance in the last year was in the second quintile, it had improved in recent months. For Schroder Multi-Asset Growth Portfolio, it was noted that, due to the Fund's limited operating history, the Lipper data provided was of limited usefulness. The Trustees considered the nature, extent and quality of the services provided by SIMNA and the non-advisory services provided by affiliates of SIMNA. In this regard, the Trustees took into account the experience of the Funds' portfolio management teams and of SIMNA's senior management, and the time and attention devoted by each to the Funds. After considering all the information described above, the Trustees at the meeting, including a majority of the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Funds or SIMNA, unanimously voted to approve the continuation of the Advisory Agreement in respect of each of the Funds, including the advisory fees proposed in connection with that continuation. 81 SCHRODER MUTUAL FUNDS DISCLOSURE OF FUND EXPENSES (UNAUDITED) We believe it is important for you to understand the impact of fees regarding your investment. All mutual funds have operating expenses. As a shareholder of the Fund, you incur ongoing costs, which include, among others, costs for portfolio management, administrative services, and shareholder reports (like this one), and in the case of Advisor, A and R Shares, distribution (12b-1) fees. Operating expenses, which are deducted from a fund's gross income, directly reduce the investment return of the fund. A fund's expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period. The table below illustrates your Fund's costs in two ways. - - ACTUAL EXPENSES. This section helps you to estimate the actual expenses after fee waivers that you paid over the period. The "Ending Account Value" shown is derived from the Fund's actual return, and the fourth column shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your Fund under the heading "Expenses Paid During Period." - - HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES. This section is intended to help you compare your Fund's costs with those of other mutual funds. It assumes that the Fund had a return of 5% before expenses during the year, and that it incurred expenses at the rate of which it in the past incurred expenses. In this case, because the return used is not the Fund's actual return, the results may not be used to estimate the actual ending balance of an account in the Fund over the period or expenses you actually paid. The example is useful in making comparisons because the SEC requires all mutual funds to calculate expenses in this table based on a 5% return. You can assess your Fund's costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect any transactional costs such as redemption fees, which are described in the Prospectus. If this fee were applied to your account, your costs would be higher. Beginning Ending Net Expenses Account Account Annualized Paid Value Value Expense During 5/1/08 10/31/08 Ratios Period* --------- --------- ---------- -------- Schroder International Alpha Fund Actual Expenses Investor Shares $1,000.00 $ 571.80 1.25% $4.94 Advisor Shares 1,000.00 571.60 1.50 5.93 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,018.85 1.25% $6.34 Advisor Shares 1,000.00 1,017.60 1.50 7.61 Schroder International Diversified Value Fund Actual Expenses Investor Shares $1,000.00 $ 555.40 1.25% $4.89 Advisor Shares 1,000.00 554.60 1.50 5.86 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,018.85 1.25% $6.34 Advisor Shares 1,000.00 1,017.60 1.50 7.61 82 SCHRODER MUTUAL FUNDS DISCLOSURE OF FUND EXPENSES (UNAUDITED) (CONTINUED) Beginning Ending Net Expenses Account Account Annualized Paid Value Value Expense During 5/1/08 10/31/08 Ratios Period* --------- --------- ---------- -------- Schroder Emerging Market Equity Fund Actual Expenses Investor Shares $1,000.00 $ 505.10 1.75% $6.62 Advisor Shares 1,000.00 504.30 2.00 7.56 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,016.34 1.75% $8.87 Advisor Shares 1,000.00 1,015.08 2.00 10.13 Schroder U.S. Opportunities Fund Actual Expenses Investor Shares $1,000.00 $ 748.00 1.22% $5.36 Advisor Shares 1,000.00 746.70 1.47 6.45 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,019.00 1.22% $6.19 Advisor Shares 1,000.00 1,017.75 1.47 7.46 Schroder U.S. Small and Mid Cap Opportunities Fund Actual Expenses Investor Shares $1,000.00 $ 728.30 1.40% $6.08 Advisor Shares 1,000.00 727.00 1.65 7.16 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,018.10 1.40% $7.10 Advisor Shares 1,000.00 1,016.84 1.65 8.36 Schroder North American Equity Fund Actual Expenses Investor Shares $1,000.00 $ 718.50 0.34% $1.47 Advisor Shares 1,000.00 716.30 0.69 2.98 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,023.43 0.34% $1.73 Advisor Shares 1,000.00 1,021.67 0.69 3.51 Schroder Total Return Fixed Income Fund Actual Expenses Investor Shares $1,000.00 $ 979.30 0.40% $1.99 Advisor Shares 1,000.00 977.10 0.65 3.23 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,023.13 0.40% $2.03 Advisor Shares 1,000.00 1,021.87 0.65 3.30 83 SCHRODER MUTUAL FUNDS DISCLOSURE OF FUND EXPENSES (UNAUDITED) (CONCLUDED) Beginning Ending Net Expenses Account Account Annualized Paid Value Value Expense During 5/1/08 10/31/08 Ratios Period* --------- --------- ---------- -------- Schroder Multi-Asset Growth Portfolio Actual Expenses Investor Shares $1,000.00 $ 694.70 1.25% $5.32 A Shares 1,000.00 694.40 1.50 6.39 Advisor Shares 1,000.00 694.40 1.50 6.39 R Shares 1,000.00 692.50 1.75 7.45 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,018.85 1.25% $6.34 A Shares 1,000.00 1,017.60 1.50 7.61 Advisor Shares 1,000.00 1,017.60 1.50 7.61 R Shares 1,000.00 1,016.34 1.75 8.87 * Expenses are equal to the Fund's annualized expense ratio multiplied by the average account value over the account period, multiplied by 184/366 (to reflect the one-half year period). 84 This page intentionally left blank. SCHRODER MUTUAL FUNDS TRUSTEES AND OFFICERS (UNAUDITED) Additional information regarding the Trustees is included in the Funds' Statement of Additional Information, which is available free of charge by calling (800) 464-3108. TERM OF OFFICE AND NUMBER OF SERIES OTHER POSITION(S) LENGTH PRINCIPAL IN FUND COMPLEX DIRECTORSHIPS NAME, AGE HELD WITH THE OF TIME OCCUPATION(S) OVERSEEN BY HELD BY AND ADDRESS TRUSTS SERVED DURING PAST 5 YEARS BOARD MEMBER(a) BOARD MEMBER - -------------------------- ------------- ------------------ ----------------------- ---------------- --------------------- TRUSTEES## Peter S. Knight*, 57 Trustee Indefinite Director, Schroder 10 Medicis; PAR 875 Third Avenue, 22nd Fl. (All Trusts) Since 1993 (SCF(D) Credit Renaissance Pharmaceuticals; New York, NY 10022 and SST) Fund, LP; Director, Entremed; Generation Since 2003 (SGST) Schroder UK Long/Short Investment Management Fund Ltd.; President, Global Equity Fund Generation Investment LLP. Management U.S. Formerly, Director, Schroder Japanese Long/Short Fund; Director, Schroder Alternative Strategies Fund; Managing Director, MetWest Financial (financial services); President, Sage Venture Partners (investing); and Partner, Wunder, Knight, Forcsey & DeVierno (law firm). Catherine A. Mazza+, 48 Trustee and Indefinite Senior Vice President, 10 None 875 Third Avenue, 22nd Fl. Chairman Since 2003 (SGST) Schroder Investment New York, NY 10022 (All Trusts) Since 2006 (SCF(D) Management North and SST) American Inc. ("Schroders"); President and Director, Schroder Fund Advisors Inc. Formerly, President and Chief Executive Officer of Schroder Capital Funds (Delaware) and Schroder Series Trust. William L. Means*, 72 Trustee Indefinite Retired. 10 None 875 Third Avenue, 22nd Fl. (All Trusts) Since 1997 (SCF(D) New York, NY 10022 and SST) Since 2006 (SGST) James D. Vaughn*, 63 Trustee Indefinite Since Retired. Formerly, 10 AMG National Trust 875 Third Avenue, 22nd Fl. (All Trusts) 2003 Managing Partner, Bank. New York, NY 10022 Deloitte & Touche USA, LLP -- Denver (accounting). - ---------- * Also serves as a member of the Audit Committees for each Trust on which they serve. + Trustee deemed to be an "interested person" of the Trusts as defined in the Investment Company Act are referred to as an "Interested Trustee." Ms. Mazza is an Interested Trustee due to her status as an officer and employee of Schroder Investment Management North America Inc., the Trust's investment advisor and its affiliates. ## Effective November 1, 2006, Messrs. David N. Dinkins, John I. Howell, Clarence F. Michalis and Herman C. Schwab became Trustees Emeriti of certain of the Trusts. (a) The "Fund Complex" includes all series of Schroder Capital Funds (Delaware), Schroder Series Trust and Schroder Global Series Trust. 86 & 87 SCHRODER MUTUAL FUNDS TRUSTEES AND OFFICERS (UNAUDITED) TERM OF OFFICE AND POSITION(S) LENGTH PRINCIPAL NAME, AGE HELD WITH THE OF TIME OCCUPATION(S) AND ADDRESS TRUSTS SERVED DURING PAST 5 YEARS - -------------------------- --------------- ------------------ ----------------------- OFFICERS Mark A. Hemenetz, 52 President and Indefinite Chief Operating Officer 875 Third Avenue, 22nd Fl. Principal Since 2004 Americas, Schroder; New York, NY 10022 Executive Chairman and Director, Officer Schroder Fund Advisors Inc. Formerly, Executive Vice President and Director of Investment Management, Bank of New York. Alan M. Mandel, 51 Treasurer and Indefinite Head of Fund 875 Third Avenue, 22nd Fl. Principal Since 1998 Administration, New York, NY 10022 Financial and (SST and SCF(D); Schroders; Director, Accounting Since 2003 (SGST) Schroder Fund Advisors, Officer Inc. Stephen M. DeTore, 57 Chief Indefinite Chief Compliance 875 Third Avenue, 22nd Fl. Compliance Since 2005 Officer, Schroders; New York, NY 10022 Officer Senior Vice President and Director, Schroder Fund Advisors Inc. 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. William Sauer, 45 Vice Indefinite Head of Investor 875 Third Avenue, President Since 2008 Services, Schroders. New York, NY 10022 Formerly, Vice President, The Bank of New York Carin F. Muhlbaum, 46 Vice Indefinite General Counsel and 875 Third Avenue, 22nd Fl. President Vice President Chief Administrative New York, NY 10022 since 1998 Officer, Schroders; (SST and (SCF(D); Senior Vice President, Vice President Director, Secretary and since 2003 (SGST) General Counsel, Schroder Fund Advisors Inc. Abby Ingber, 45 Chief Legal Indefinite Deputy General Counsel, 875 Third Avenue, 22nd Fl. Officer and Chief Legal Schroders. Formerly, New York, NY 10022 Secretary/Clerk Officer since 2006 Senior Counsel, Secretary/Clerk TIAA-CREF. since 2007 Angel Lanier, 47 Assistant Indefinite Legal Assistant, 875 Third Avenue, 22nd Fl. Secretary Since 2005 Schroders; Assistant New York, NY 10022 Vice President, Schroder Fund Advisors Inc. Formerly, Associate, Schroders. 88 & 89 SCHRODER MUTUAL FUNDS NOTICE TO SHAREHOLDERS (UNAUDITED) For shareholders that do not have an October 31, 2008 tax year end, this notice is for informational purposes only. For shareholders with an October 31, 2008 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended October 31, 2008, each Fund has designated the following items with regard to distributions paid during the year. QUALIFYING FOR CORPORATE LONG TERM DIVIDENDS U.S. QUALIFYING (15% RATE) ORDINARY TAX- REC. QUALIFYING GOVERNMENT QUALIFYING SHORT-TERM CAPITAL GAIN INCOME EXEMPT TOTAL DEDUCTIONS DIVIDEND INTEREST INTEREST CAPITAL FUND DISTRIBUTION DISTRIBUTIONS INTEREST DISTRIBUTIONS (1) INCOME (2) (3) INCOME (4) GAIN (5) - ---- ------------ ------------- ---------- ------------- ---------- ----------- ---------- ---------- ---------- Schroder International Alpha Fund (a) ..... 0.00% 100.00% 0.00% 100.00% 0.00% 89.72% 0.00% 2.94% 0.00% Schroder International Diversified Value Fund (b) ........... 15.73% 84.27% 0.00% 100.00% 0.00% 15.55% 0.00% 1.24% 100.00% Schroder Emerging Market Equity Fund (c) ................ 34.51% 65.49% 0.00% 100.00% 0.00% 10.68% 0.00% 0.26% 100.00% Schroder U.S. Opportunities Fund ............... 81.79% 18.21% 0.00% 100.00% 34.75% 35.00% 0.00% 0.00% 100.00% Schroder U.S. Small and Mid Cap Opportunities Fund ............... 55.33% 44.67% 0.00% 100.00% 18.35% 18.39% 0.00% 11.47% 100.00% Schroder North American Equity Fund ........ 73.02% 26.98% 0.00% 100.00% 66.08% 69.08% 0.00% 1.64% 100.00% Schroder Total Return Fixed Income Fund ............... 1.14% 98.86% 0.00% 100.00% 0.00% 0.00% 19.00% 100.00% 100.00% Schroder Multi-Asset Growth Portfolio ... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% (1) Qualifying dividends represent dividends which qualify for the corporate dividends received deduction and is reflected as a percentage of "Ordinary Income Distributions." (2) The percentage in this column represents the amount of "Qualifying Dividend Income" as created by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and is reflected as a percentage of "Ordinary Income Distributions." It is the intention of each of the aforementioned funds to designate the maximum amount permitted by law. (3) "U.S. Government Interest" represents the amount of interest that was derived from direct U.S. Government Obligations and distributed during the fiscal year. This amount is reflected as a percentage of total ordinary income distributions (the total of short-term capital gain and net investment income distributions). Generally, interest from direct U.S. Government Obligations is exempt from state income tax. (4) The percentage in this column represents the amount of "Qualifying Interest Income" as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of net investment income distributions that are exempt from U.S. withholding tax when paid by foreign investors. (5) The percentage in this column represents the amount of "Qualifying Short-Term Capital Gain" as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of short-term capital gain distributions that are exempt from U.S. withholding tax when paid by foreign investors. (a) The Fund intends to pass through a foreign tax credit to shareholders. For fiscal year ended 2008, the total amount of foreign source income is $1,274,154. The total amount of foreign tax to be paid is $87,315. Your allocable share of the foreign tax credit will be reported on Form 1099 DIV. (b) The Fund intends to pass through a foreign tax credit to shareholders. For fiscal year ended 2008, the total amount of foreign source income is $676,749. The total amount of foreign tax to be paid is $64,993. Your allocable share of the foreign tax credit will be reported on Form 1099 DIV. (c) The Fund intends to pass through a foreign tax credit to shareholders. For fiscal year ended 2008, the total amount of foreign source income is $638,365. The total amount of foreign tax to be paid is $58,091. Your allocable share of the foreign tax credit will be reported on Form 1099 DIV. 90 SCHRODER MUTUAL FUNDS NOTICE TO SHAREHOLDERS (UNAUDITED) (CONCLUDED) On December 12, 2008 the Funds made the following per share distributions to the shareholders of record as of December 11, 2008: NET INVESTMENT INCOME ---------- Schroder International Alpha Fund Investor Shares .......................... $0.7310 Advisor Shares ........................... 0.5480 Schroder International Diversified Value Fund Investor Shares .......................... 0.2723 Advisor Shares ........................... 0.2517 Schroder Emerging Market Equity Fund Investor Shares .......................... 0.0064 Advisor Shares ........................... -- Schroder North American Equity Fund Investor Share ........................... 0.2406 Advisor Shares ........................... 0.2108 Schroder Multi-Asset Growth Portfolio Investor Shares .......................... 0.3646 A Shares ................................. 0.3353 Advisor Shares ........................... 0.3430 R Shares ................................. 0.3214 91 NOTES PRIVACY STATEMENT In the course of doing business with Schroders and the Schroder Mutual Funds, you share nonpublic personal and financial information ("nonpublic personal information") with us. Schroders respects your right to privacy. We understand that you have entrusted us with this private information and we recognize the importance of protecting unnecessary or unauthorized access to it. I. INFORMATION THAT WE COLLECT We may collect nonpublic personal information about you when you communicate or transact business with us or with our service providers in writing, electronically, or by telephone. For example, we collect nonpublic personal information (such as name, address, account and other investment information) about you from the following sources: - - Applications or forms completed by you; and - - Your transactions and account positions with us, our affiliates, or others (including, for example, your own broker or custodian). II. INFORMATION THAT WE DISCLOSE We do not sell or rent your nonpublic personal information to any third parties. We may disclose your nonpublic personal information to third parties in the following limited circumstances: - - We may disclose some or all of your nonpublic personal information to companies that help us maintain, process or service your transactions or account(s) or financial products or services effected by or through us, including companies that perform administrative, accounting, transfer agency, custodial, brokerage or proxy solicitation services for us. - - We may disclose some or all of your nonpublic personal information, such as account and transaction data, to companies which assist us in marketing or client servicing. These companies will use this information only for the services for which we hired them, are not permitted to use or share this information for any other purpose and are required to protect the confidentiality and security of this information. - - We may disclose or report some or all of your nonpublic personal information if you request or authorize us to do so, for institutional risk control, or in other circumstances where we believe in good faith that disclosure is required or permitted under law. III. OUR SECURITY PROCEDURES We maintain physical, electronic, and procedural safeguards that comply with federal standards to protect your nonpublic personal information. Within Schroders, access to such information is limited to those employees who need it to perform their jobs, such as servicing your accounts, resolving problems, or informing you of new products or services. Finally, our Code of Ethics, which applies to all employees, restricts the use of customer information and requires that it be held in strict confidence. We observe these policies with respect to current and former Schroders customers and shareholders of the Schroder Mutual Funds. If you identify any inaccuracy in your personal information or you need to make a change to that information, please contact us in writing so that we may promptly update our records. This Privacy Policy applies to the Schroder Mutual Funds, Schroder Fund Advisors Inc. and Schroder Investment Management North America Inc. (SCHRODERS LOGO) INVESTMENT ADVISOR Schroder Investment Management North America Inc. 875 Third Avenue, 22nd Floor New York, NY 10022 TRUSTEES Catherine A. Mazza (CHAIRMAN) David N. Dinkins* John I. Howell* Peter S. Knight William L. Means Clarence F. Michalis* Hermann C. Schwab* James D. Vaughn * TRUSTEE EMERITUS DISTRIBUTOR Schroder Fund Advisors Inc. 875 Third Avenue, 22nd Floor New York, NY 10022 TRANSFER & SHAREHOLDER Boston Financial Data Services, Inc. SERVICING AGENT CUSTODIAN JPMorgan Chase Bank COUNSEL Ropes & Gray LLP INDEPENDENT REGISTERED PricewaterhouseCoopers LLP PUBLIC ACCOUNTING FIRM The information contained in this report is intended for the general information of the shareholders of the Trusts. This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus which contains important information concerning the Trusts. SCHRODER CAPITAL FUNDS (DELAWARE) SCHRODER SERIES TRUST SCHRODER GLOBAL SERIES TRUST P.O. BOX 8507 BOSTON, MA 02266 (800) 464-3108 50935 (SCHRODERS LOGO) ITEM 2. CODE OF ETHICS. The registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer and principal accounting officer. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a)(1) The registrant's board of trustees has determined that the registrant has at least one audit committee financial expert serving on the audit committee. (a)(2) The audit committee financial expert is James D. Vaughn. Mr. Vaughn is independent as defined in Form N-CSR Item 3(a)(2). ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. PricewaterhouseCoopers LLP billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows: - ------------------ ----------------------------------------------------- ----------------------------------------------------- 2008 2007 - ------- ---------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- All fees and All fees and All other fees All fees and All fees and All other fees services to the services to and services to services to the services to and services to Trust that were service service Trust that were service service pre-approved affiliates that affiliates that pre-approved affiliates that affiliates that were did not require were did not require pre-approved pre-approval pre-approved pre-approval - ------- ---------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- (a) Audit $56,420 N/A $0 $53,730 N/A $0 Fees(1) - ------- ---------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- (b) Audit- Related $0 $0 $0 $0 $0 $308,032 (4) Fees - ------- ---------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- (c) Tax Fees $7,885 (2) $0 $148,000 (3) $7,510 (2) $0 $0 - ------- ---------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- (d) All $0 $0 $0 $0 $0 $0 Other Fees - ------- ---------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- Notes: (1) Performance verification services rendered to Schroder Investment Management North America Inc. to ensure conformity with CFA Institute performance standards. (2) Tax return preparation fees. (3) Tax compliance services provided to service affiliates of the Funds. (4) Performance verification services, FRAG 21 reporting and other miscellaneous consulting services rendered to Schroder Investment Management North America Inc. (e)(1) The Audit Committee pre-approves, to the extent required by applicable regulations (including paragraph (c)(7) of Rule 2-01 of Regulation S-X), (i) all audit and permitted non-audit services rendered by the independent accountants to the registrant and (ii) all non-audit services rendered by the independent accountants to the registrant's investment adviser and to certain affiliates of the investment adviser. (e)(2) Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows: ---------------------------- ----------------- ---------------- 2008 2007 ---------------------------- ----------------- ---------------- Audit-Related Fees n/a n/a ---------------------------- ----------------- ---------------- Tax Fees 0% 0% ---------------------------- ----------------- ---------------- All Other Fees n/a n/a ---------------------------- ----------------- ---------------- (f) Not applicable. (g) The aggregate non-audit fees and services billed by PricewaterhouseCoopers LLP for the last two fiscal years were $155,885 and $315,542 for 2008 and 2007, respectively. (h) Not applicable. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable to open-end management investment companies. ITEM 6. SCHEDULE OF INVESTMENTS Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to open-end management investment companies. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable to open-end management investment companies. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report on Form N-CSR, that the design and operation of such procedures are effective to provide reasonable assurance that information required to be disclosed by the investment company on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. (b) There have been no changes in the registrant's internal control over financial reporting during the period from August 1, 2008 through October 31, 2008 that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Code of Ethics attached hereto. (a)(2) A separate certification for the principal executive officer and the principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(a)), are filed herewith. (b) Officer certifications as required by Rule 30a-2(b) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(b)) also accompany this filing as an Exhibit. - -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Schroder Capital Funds (Delaware) By (Signature and Title)* /s/ Mark A. Hemenetz ------------------------------------- Mark A. Hemenetz Principal Executive Officer Date January 9, 2009 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ Mark A. Hemenetz ------------------------------------- Mark A. Hemenetz Principal Executive Officer Date January 9, 2009 By (Signature and Title)* /s/ Alan M. Mandel ------------------------------------- Alan M. Mandel, Treasurer and Chief Financial Officer Date January 9, 2009 * Print the name and title of each signing officer under his or her signature.