UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM N-CSRS ---------- 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, 2009 DATE OF REPORTING PERIOD: APRIL 30, 2009 ITEM 1. REPORTS TO STOCKHOLDERS. SCHRODER MUTUAL FUNDS APRIL 30, 2009 SEMI-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 June 9, 2009 Dear Shareholder: We are pleased to provide the Semi-Annual Report to shareholders of the Schroder Mutual Funds, which covers the six months ended April 30, 2009. 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 six months under review remained extremely volatile for investors. The reporting period began on a very negative note with markets falling sharply through November. Despite recovering some ground towards the end of November, and trading sideways in December, the S&P 500 ended calendar year 2008 down 37.0%. The roller coaster ride for investors continued into 2009 as the S&P hit its lowest closing level in 12 years on March 9, 2009. We witnessed a US economy arguably in its worst condition since the Great Depression of the 1930s. The problems have been broad-based and heavily reported, including the banking crisis, massive job losses, and the collapse of the housing market and auto industry. In the end, the US Government was forced to take unprecedented monetary steps to ease the economic pain, including a $1 trillion stimulus package, expansionary monetary policies, new programs to assist banks in clearing bad debt off their balance sheets and partnering with Chrysler and General Motors to keep those firms afloat. Soon after entering office, President Obama announced a significant fiscal stimulus package, removing any doubt that the US was, in fact, in a recession. This was confirmed by the National Bureau of Economic Research, which pronounced on December 1, 2008 that the US had been in recession since December 2007. In response to this worsening data, central banks around the world were forced to cut rates significantly in attempt to stimulate the economy. The Fed Funds target rate started the period at 2.00% and ended in a "range" of 0-0.25%, its lowest level in history. In Europe, the economic environment continued to decline as it became clear that the downturn in the world economy would be deeper than previously anticipated. Central banks began cutting interest rates close to zero, announcing a series of significant fiscal measures to support growth. Economic conditions deteriorated further in the Eurozone, where manufacturing contracted at a record pace, retail sales continued to fall, joblessness rose, and consumer and business confidence dropped to record lows. The European Central Bank cut its key interest rate to an historic low, and many countries expanded their national spending programs similar to the US. Despite modest improvements posted in April, the economic sentiment figures remain near record lows while key sectors continue to struggle in the global economic downturn. Asian regional economies, especially those dependent on exports, were under pressure as global trade activity and manufacturing contracted sharply. Further monetary and fiscal stimulus measures were announced to support economies and prevent a sharp slowdown, again as seen throughout the global economy. However, the latest economic data from leading economies in the region raised hopes of stabilization. For example, data out of China in terms of manufacturing and exports pointed to a mild recovery, aided by the government's stimulus efforts emphasizing increased lending. China's trade surplus rebounded late in the period, as export declines moderated and imports fell more than expected. Our outlook for the remainder of 2009 is one of caution. We recently cut our forecasts for global growth and expect global GDP to contract by 1.5% for the rest of 2009, due to a sharper slowdown in both the Organization for Economic Co-operation and Development and the emerging markets than we had previously expected. Emerging markets are likely to be hit by the decline in trade, and we expect them to experience a year of activity similar to that last seen during the Asian crisis. However, we anticipate a modest global recovery in 2010 as monetary and fiscal policy gains traction and as the banking system stabilizes. However, there is still a great deal of uncertainty with regard to how and when the latter will be achieved. We are also predicting a drop in inflation, helped by lower commodity and energy prices. We believe that interest rates are likely to stay at their current record low levels in the US, UK and Japan, falling further in the Eurozone, and remaining so throughout 2010. Although equities appear to offer value on several measures, we believe that a sustained recovery in markets is still some way off. Clarity is needed on the banking sector and the focus will be on the US Government's efforts to recapitalize the banks. We also expect further write-offs and, while the market will at some point look through this backdrop to recovery, right now there is insufficient visibility as to when earnings will trough. 1 SCHRODER MUTUAL FUNDS As we stated in the Funds' Annual Report, in this type of environment, we believe that the 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 or regions. 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 SEMI-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 APRIL 30, 2009. 2 SCHRODER INTERNATIONAL ALPHA FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF MAY 19, 2009) PERFORMANCE In the six months ended April 30, 2009, the Schroder International Alpha Fund (the "Fund") gained 1.31% (Investor Shares) and 1.32% (Advisor Shares) compared to the Morgan Stanley Capital International EAFE Index (the "Index"), a broad-based basket of international stocks, which fell 2.65%. MARKET BACKGROUND The modest decline in the Index masked what was another volatile period for equity markets. Share prices fell sharply in the final quarter of 2008 and into the next quarter, but staged a strong recovery in the final two months of the period. Investors were faced with ongoing negative news on the one hand, but, on the other hand, a few glimmers of hope that the worst might indeed be in the past. Economic data continued to deteriorate, especially on GDP growth, employment and retail spending. The US, Europe and Japan experienced the most severe downturns, while emerging markets also declined, but proved relatively resilient. Although economic and, to some extent, corporate data continued deteriorating, particularly in developed economies, the rate of decline seemed to slow recently. Part of this improvement was on the back of companies reducing inventories to meet weakened demand but also was a result of governments around the world announcing sizable fiscal stimulus packages and easing monetary policy, with interest rates in most developed economies now at record lows. In equity markets, financial stocks underperformed over the period, but reached a possible turning point in early March, as it became clear that US authorities in particular would do whatever was necessary to support the banking system without resorting to nationalization. This bolstered financial stocks around the world, but the sector as a whole was not able to recover all the ground lost earlier in the period. In terms of overall sector performance, the relative improvement in data mentioned above resulted in a notable shift in sentiment from early March onward. Investors took this as a cue to rotate out of 'safe haven' defensive areas, such as healthcare, utilities and consumer staples, into more cyclical areas like the industrials, technology and consumer discretionary sectors. Materials stocks, such as the mining sector, also rebounded as commodity prices began to recover from the sharp falls in 2008, and this was the strongest performing sector over the period. PORTFOLIO REVIEW From a regional perspective, our holdings in the Pacific ex Japan and emerging markets contributed most to performance. Asian economies, in particular, have been fairly resilient and have driven positive performance in stocks linked to consumer and infrastructure spending, which has been boosted by fiscal stimuli, especially that provided by the Chinese government. Examples include China-based DENWAY MOTORS, luxury hotel group SHANGRI-LA, PING AN INSURANCE and DONGFANG ELECTRIC, which supplies specialist components to the nuclear and wind energy industries. Climate change has remained in the public spotlight, and economic stimulus plans announced recently in the US, Europe and China all include climate change related initiatives. Companies involved in producing fuel efficient vehicles, and particularly electric and hybrid powered ones, have been clear beneficiaries. HONDA MOTOR was yet another of the Fund's strongly performing consumer discretionary holdings. Consumer discretionary was one of the three most significant contributors to overall Fund returns (the others being energy and financials). We were quite cautious on financials through most of the period, maintaining an underweight allocation to the sector. This proved an advantageous strategy as a number of banks continued to report problems with bad debt and needed to raise further capital to shore up their balance sheets. The Fund was rewarded for not holding many European banks. One of the few we held, CREDIT SUISSE, performed relatively well, especially in comparison with other Switzerland banks. Most of the Fund's exposure in financials has been focused on Asian companies, which have stronger balance sheets and limited exposure to bad debts plaguing western peers. Another notable contributor to overall Fund returns was the energy sector. Oil prices firmed following the incredible falls incurred since last May. Investors are now looking through to a pick-up in activity in the latter half of 2009 and beyond. This improved sentiment drove up shares in a number of the Fund's energy sector holdings, including VENTURE PRODUCTION, NIKO RESOURCES and BG GROUP, while the typically lower growth oil majors - which we do not hold - underperformed. 3 SCHRODER INTERNATIONAL ALPHA FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF MAY 19, 2009) Not every position worked as well as hoped for, however. CHINA UNICOM was forced to write off some of its assets in the period due to the restructuring currently taking place in the country's mobile phone networks. The anticipated regulatory changes, which are a major driver for the stock, have been somewhat slow to develop. The consumer staples sector was another source of disappointment. Strong brand leaders such as UNILEVER and DANONE came under pressure as investors feared that consumers would begin 'trading down' from higher priced name brands to cheaper goods. We have seen limited evidence of any such trend so far, and we maintain our confidence in these companies. OUTLOOK We believe the recent rally in equity markets has been driven by a sense that the worst of the crisis is behind us and by high cash levels looking for a re-entry point in the markets. Although we believe that progress has been made in terms of dealing with the ongoing financial crisis globally and that the steep degradation of macro economic news will level off, we are still relatively cautious. We believe key long-term structural adjustments remain to unfold, and end demand needs to show some sign of improvement to justify a market recovery. We are likely to see markets remain volatile until there is sustained evidence that demand has room to stabilize and resume. The current inventory cycle (after the drastic moves from the last quarter of 2008) is now helping, but investors need to be able to see an improvement beyond these adjustments. Key areas to monitor include the US housing market, employment and credit conditions. We still expect increases in company bankruptcies and unemployment, but on a more positive note, there are signs that credit markets are improving and financing is becoming easier for good quality companies to secure. Three key long-term themes are likely to continue influencing not only the global economy but also investment markets. One of these powerful trends is global climate change, as mentioned earlier, while demographic shifts and the 'super cycle' will also play significant roles. Strong expected population growth in emerging markets, with more people moving into the cities, will necessitate greater spending on infrastructure. Demand for commodities should be well supported as a result of this. Urbanization will also drive growth in other key sectors, such as insurance and consumer discretionary. Within the Fund, some of our most overweight positions currently are European technology companies, consumer discretionary companies particularly in the Pacific ex Japan, Canadian energy companies, and materials companies but with a focus on those that should benefit from increased infrastructure spending especially in emerging markets. At the same time, we remain underweight in industrials and utilities as well as European and Japanese financials. Overall, we continue to look for attractively priced quality growth companies, focusing on those with globally competitive advantages. We define 'quality' in terms of both a company's balance sheet and its management team. Companies that, financially, are quite secure and have good access to credit should be sought after in this environment, and highly experienced key personnel should help their companies not only survive through the tough times but also ensure they emerge as relative winners. We believe that investing in such companies should continue to benefit the Fund. 4 SCHRODER INTERNATIONAL ALPHA FUND PERFORMANCE INFORMATION One Year Ended Five Years Ended Ten Years Ended April 30, 2009 April 30, 2009 (b) April 30, 2009 (b) -------------- ------------------ ------------------ Schroder International Alpha Fund (a) -- Investor Shares ..................... (42.07)% 1.25% 0.08% Advisor Shares ...................... (42.09)% 1.02%(c) (0.14)%(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" 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 - --------- ---------------- Nestle 3.2% Vodaphone Group 2.9 Credit Suisse 2.7 Nokia 2.4 BG Group 2.4 * Excludes any Short-Term Investments. GEOGRAPHIC ALLOCATION (PIE CHART) % of Investments ---------------- Continental Europe 35.5% Pacific ex-Japan 21.4 United Kingdom 18.7 Japan 11.7 Emerging Markets 6.6 North America 3.6 Short-Term Investment 2.5 5 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF JUNE 9, 2009) PERFORMANCE In the six months ended April 30, 2009, the Schroder International Diversified Value Fund (the "Fund") gained 6.98% (Investor Shares) and 6.95% (Advisor Shares) compared to the Morgan Stanley Capital International EAFE Index (the "Index"), a broad-based basket of international stocks, which fell 2.65% during this same period. MARKET BACKGROUND International equity markets remained volatile throughout the reporting period, with the equity markets substantially lower in the beginning of the period, as the acceleration of the credit crunch became increasingly noticeable on the underlying economy and banks. Banks are under pressure to continue bolstering their capital positions and have been looking to secure funding. Many major financial institutions issued new shares, and some were rescued by governments taking stakes in those companies. The sharp economic slowdown effectively curbed inflationary pressures, leaving investors worried, instead, about mounting evidence of a deep recession. Credit conditions remained tough, despite aggressive interest rates cuts, and many firms cut costs by reducing activity and/or headcount. Economic data generally has been weak but there are signs that government efforts to alleviate the impact of the deleveraging of financial systems are providing some support. In looking at different financial sectors, materials and energy had the best returns supported by firmer oil and commodity prices. Consumer discretionary also held up reasonably well, with investors increasing exposure to cyclicality, apparently believing the worst of the crisis is now behind us. Utilities were the weakest, followed closely by financials. PORTFOLIO REVIEW The International Diversified Value Fund is managed using a bottom-up, unconstrained approach. The Fund aims to capture as many different value themes as possible, and expects to benefit from these in the long run as markets recognize this value. The Fund outperformed the Index during the reporting period. This outperformance was well diversified with positive excess returns in eight of the ten global sectors. The key contributors to performance came from the technology sector with computers and peripherals (QUANTA COMPUTER) and electronic equipment (TDK) adding value. The Fund had positive selection within the financials sector, notably capital market stocks such as HENDERSON GROUP and CLOSE BROTHERS GROUP. Exposure to electric utilities stocks and Japanese and continental European telecommunications companies proved beneficial as did Japanese machinery and auto-related exporters, which was mostly due to the decline in the value of the yen. The Fund also benefited in relative terms from its low weight in the consumer staples sector, particularly mega cap food products companies, as more cyclical areas of the market began to outperform. OUTLOOK Recent market performance has been determined, to a large extent, by a simplistic top-down cultural narrative; sectors traditionally viewed as being defensive have outperformed, whereas financials and other cyclicals have been largely shunned. Investors' prolonged preference for defensive sectors has created opportunities among typically less well represented areas like technology. As market sentiment has improved, albeit in a fragile and volatile manner, this has started to reverse. We expect this to benefit more discriminating bottom-up value investors. 6 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND PERFORMANCE INFORMATION One Year Annualized Ended Since April 30, 2009 Inception (a) -------------- ------------- Schroder International Diversified Value Fund -- Investor Shares ............................. (40.58)% (11.00)% Advisor Shares .............................. (40.69)% (11.22)% (a) From commencement of Fund operations on August 30, 2006. "TOTAL RETURN" 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 - --------- ---------------- CNP Assurances 0.5% Schindler Holdings 0.5 Zurich Financial Services 0.5 Royal Dutch Shell, Class B 0.5 Man Group 0.5 * Excludes any Short-Term Investments. GEOGRAPHIC ALLOCATION (PIE CHART) % of Investments ---------------- Continental Europe 41.1% Pacific ex-Japan 15.1 Japan 13.1 Emerging Markets 9.7 United Kingdom 9.7 North America 9.6 Short-Term Investment 1.7 7 SCHRODER EMERGING MARKET EQUITY FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF MAY 26, 2009) PERFORMANCE In the six months ending April 30, 2009, the Schroder Emerging Market Equity Fund (the "Fund") rose 17.56% (Investor Shares) and 17.36% (Advisor Shares), compared to the Morgan Stanley Capital International Emerging Markets Index (the "Index"), a broad-based basket of international stocks, which rose 17.37% during the same period. MARKET BACKGROUND Global emerging equity markets delivered strong returns, with these markets experiencing a sharp rally in the latter part of the period as investor risk appetite improved. Although ongoing uncertainties about the prospects for the global economy and generally weak data weighed on sentiment for much of the period, a number of developments in March and April led to an increase in investor confidence. These included encouraging economic news in China and the announcement of plans by the US Treasury to address the problem of toxic assets in the banking sector. Further positives were the announcement from the G20 summit of an increase in the International Monetary Fund ("IMF") resources, a number of upside surprises during the Q1 2009 earnings season and a slightly more optimistic assessment of the global economy from the G7 and IMF (although towards the end of the period news emerged of the outbreak of 'swine flu' in Mexico and its spread to other countries). The Indonesian market was the strongest performer, rallying sharply in the latter part of the six-month period ended April 30, 2009, with positives including receding external liquidity concerns, a relatively benign political outlook following parliamentary elections and the central bank cutting interest rates. The commodity-driven Peruvian market also outperformed, gaining from a rally in copper prices in the latter part of the period, while the country's central bank reduced interest rates. China, Brazil and Korea also outperformed. The MSCI China Index benefited from interest rate cuts by the country's central bank, while the Chinese authorities announced a significant fiscal package to stimulate infrastructure and housing investment. Other positive developments during the period included a sustained improvement in the Purchasing Managers Index and an acceleration in loan growth. In Brazil, positives included strong returns from local index heavyweights PETROLEO BRASILEIRO (energy) and CIA VALE DO RIO DOCE (mining) and a reduction in interest rates by the country's central bank. The Korean market was boosted by the strong performance of index heavyweight SAMSUNG ELECTRONICS and a rally in the banking sector, while the country's central bank reduced interest rates. Poland and Hungary were among the weakest performing emerging markets. Concerns about the pace of economic deterioration in these countries, given their close trading links with developed Europe, and also about the level of external debt weighed on sentiment for much of the period. However, these markets recovered some ground towards the end of the period as investor risk appetite improved. The energy-dominated Russian market underperformed, with oil prices falling very sharply in the early part of the period (although it later trended upwards). In other developments, the country's central bank reduced interest rates towards the end of the period. Mexico also underperformed due to deteriorating economic data and its high exposure to the US. PORTFOLIO REVIEW Fund performance was ahead of the benchmark index for Investor shares (and broadly in line for Advisor shares) over the period. Overall both the Fund's asset allocation policy and stock selection were beneficial. An underweight in the underperforming Mexican market added value as did overweights in both the Chinese and Indonesian markets, which outperformed. This was somewhat offset by an overweight in the underperforming Russian market. The Fund's cash exposure also had a negative impact, given the rise in markets over the period. Stock selection in China (overweight CHINA NATIONAL BUILDING MATERIAL, PING AN INSURANCE and DENWAY MOTORS), India (overweight RELIANCE INDUSTRIES, ICICI BANK and MAHINDRA & MAHINDRA), Taiwan (overweight TAIWAN CEMENT and CHUNGHWA TELECOM) and South Africa (overweight ANGLOGOLD) had a positive impact on performance, outweighing the negative impact of stock selection in Korea (overweight KOREA EXCHANGE BANK, SK TELECOM and LG TELECOM), Brazil (zero weight OGX and overweight WEG) and Israel (overweight SHUFERSAL). OUTLOOK Economic activity, particularly in the US, Europe and Japan, is expected to be very weak this year as banks remain unwilling to lend and consumer demand continues to be lacklustre. This general deleveraging will likely result in negative GDP growth in most developed markets this year. Moreover, any recovery next year is likely to be modest. Given this scenario, GDP in the emerging world will also slow, but remain 3%-4% above that of the developed economies. Although recent data indicates that economic activity is no longer collapsing, it does not signal that a meaningful recovery is around the corner. In fact, activity continues to deteriorate, but at a slower rate. This improvement should not be too surprising given the extent of the inventory reduction seen in recent months. 8 SCHRODER EMERGING MARKET EQUITY FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF MAY 26, 2009) It is, however, likely that this pick-up in the inventory cycle will begin to fade later this year and in our opinion the developed economies continue to face substantial headwinds. The level of uncertainty about the length and depth of the global economic slowdown remains high, but, with recent data indicating that the global banking system has probably been stabilised, investor sentiment has improved and markets have seen a strong rally. Our base case is that economic activity in the US and Europe will only begin to show signs of genuine improvement in early 2010. If this outlook is correct, markets should begin to discount the recovery somewhat earlier but in these regions the current rally may be premature. However this is not necessarily true in emerging markets. We believe that economic fundamentals for many emerging countries are much stronger than for the developed world and there is more room for fiscal spending to be used to counteract any slowdown. Debt levels in emerging markets are also generally modest and they are not suffering from the deleveraging that continues to impact the developed economies. We therefore expect the emerging economies to lead the global recovery. Indeed, in China it is already clear that economic activity has started to improve as government spending has turned consumer confidence upwards and car and property sales have responded. PERFORMANCE INFORMATION One Year Annualized Ended Since April 30, 2009 Inception (a) -------------- ------------- Schroder Emerging Market Equity Fund -- Investor Shares .................... (40.62)% (1.72)% Advisor Shares ..................... (40.81)% (1.97)% (a) From commencement of Fund operations on March 31, 2006. "TOTAL RETURN" 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 3.1% Petroleo Brasileiro ADR 3.0 Taiwan Semiconductor Manufacturing ADR 2.6 China Mobile 2.6 Reliance Industries GDR 2.2 * Excludes any Short-Term Investments. GEOGRAPHIC ALLOCATION (PIE CHART) % of Investments ---------------- Asia/Far East 54.6% Latin America 17.1 Europe 12.2 Africa 7.4 Mid-East 5.4 Short-Term Investment 3.3 9 SCHRODER U.S. OPPORTUNITIES FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF JUNE 10, 2009) PERFORMANCE In the six months ended April 30, 2009, the Schroder U.S. Opportunities Fund (the "Fund") fell 2.41% (Investor Shares) and 2.48% (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 8.40%. The Fund's outperformance of the Index was driven by strong stock selection. In particular, stock picks in the consumer discretionary, financial services and consumer staples sectors contributed the most to performance. Stock selection detracted in only two sectors: health care and producer durables. MARKET BACKGROUND The US market declined significantly during the reporting period. News of the US Government's initial economic recovery plans along with the flow of weak economic data (unemployment, industrial production, home prices, consumer confidence and GDP) caused the US small cap market to fall to levels not seen since 2003. At the same time, headlines concerning the auto industry, AIG and Merrill Lynch bailouts and bonuses and the failure of the financial sector in general created a heightened state of uncertainty. Markets, however, rallied as the government unveiled the Public-Private Investment Program ("PPIP") to clean up toxic assets on US banks' balance sheets and a fiscal stimulus package. PORTFOLIO REVIEW The Fund outperformed the Index during the six months ending April 30, 2009 due to significant stock selection in all sectors, except for health care and producer durables. Picks in consumer discretionary, financial services and consumer staples added positively to Fund performance. Within the consumer sector, the Fund's positions in the auto parts, foods and hotel/motels sectors contributed the most to performance. From the financial services sector, holdings in EURONET WORLDWIDE and stock picks from the real estate investment trust (REIT) industry added strength. At sector level, the Fund's underweight in financial services and overweight in technology also had a positive impact on performance. The main area of weakness came from stock selection in the health care and producer durables sectors. OUTLOOK We believe the US equity market is likely to be volatile in the next couple of months, as the economic downturn is expected to be longer in duration relative to other recent recessions. However, given the magnitude of the sell-off we have experienced (second only to the 1929-32 bear market in scale of decline), the market is now selling at what we believe are attractive valuations. From our perspective, in February the market reached the maximum point of uncertainty - a lack of confidence in the ability of the US Government to manage the crisis, a raft of very weak economic data and negative press. There has been a significant rally after the US Treasury announced more concrete details of the PPIP. While the plan is still a work in progress, it was a positive sign of action which the US equity market had desperately been seeking and appears to have stabilized the environment for the moment. While we do not expect the market to go straight up from here, we believe we have probably seen signs of a bottom. We do not typically invest in themes within the Fund's portfolio, focusing instead on identifying individual companies which have strong business models and management teams and a durable competitive advantage. However, as valuations have come down across the market, we believe there are compelling investment opportunities in a number of areas. An area of interest at the moment is the energy sector. We are re-visiting names we have held in the past but sold last summer as stocks hit all-time highs and valuations became excessive. On another note, we continue to apply an overriding philosophy around our health care investments. We have been focusing on companies which save the health care system money, reasoning that in an environment of rising deficits, the system is increasingly likely to come under pressure to reduce costs. 10 SCHRODER U.S. OPPORTUNITIES FUND PERFORMANCE INFORMATION One Year Ended Five Years Ended Ten Years Ended April 30, 2009 April 30, 2009 (c) April 30, 2009 (c) -------------- ------------------ ------------------ Schroder U.S. Opportunities Fund (a)(b) -- Investor Shares ....................... (27.00)% 3.31% 8.80% Advisor Shares ........................ (27.19)% 3.07%(d) 8.54%(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" 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 - --------- ---------------- Scientific Games Class A 2.5% Reinsurance Group of America 2.3 Waste Connections 2.2 PSS World Medical 2.1 LKQ 1.8 * Excludes any Short-Term Investments. SECTOR ALLOCATION SECTOR % OF INVESTMENTS - ------ ---------------- Consumer Discretionary 18.6% Financial Services 17.4 Technology 15.3 Health Care 13.3 Materials & Processing 7.5 Other Energy 4.7 Consumer Staples 4.2 Utilities 3.7 Producer Durables 3.3 Autos & Transportation 2.8 Short-Term Investment 9.2 11 SCHRODER U.S. SMALL AND MID CAP OPPORTUNITIES FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF JUNE 9, 2009) PERFORMANCE In the six months ended April 30, 2009, the Schroder U.S. Small and Mid Cap Opportunities Fund (the "Fund") rose 0.63% (Investor Shares) and 0.51% (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 3.92%. The Fund's outperformance of the Index was driven by both stock selection and sector weights, which played an important role over the period. Stock picks in the majority of sectors enhanced Fund performance, except for investments in the consumer discretionary and financial services sectors, which detracted. MARKET BACKGROUND Overall, US small and mid cap stocks were in negative territory during the six-month period under review. US equity markets declined significantly in January and February. News of the US Government's initial economic recovery plans along with the flow of weak economic data (unemployment, industrial production, home prices, consumer confidence and GDP) caused the US small and mid cap markets to fall to levels not seen since 2003. At the same time, headlines concerning the auto industry, AIG and Merrill Lynch bonuses and the failure of the financial sector in general led to a state of uncertainty. Markets however rallied as the government unveiled the Public Private Investment Program to clean up toxic assets on US banks' balance sheets. PORTFOLIO REVIEW During the six months under review, the Fund outperformed the Index. Both stock selection (in producer durables, utilities and technology) and sector weights played an important role over the period. The Fund benefited by not owning any stocks in the air transportation industry from the producer durables sector. In addition, holdings in utilities especially in the electrical industry such as NV ENERGY and CONSTELLATION ENERGY performed particularly well. Within the technology sector, the Fund's holdings in MACROVISION SOLUTIONS contributed the most to performance. At the sector level, the Fund's overweight in technology and underweight in financial services contributed to performance. The Fund's average cash position (9.95%) also had a positive impact on performance. On the other hand, stock selection in consumer discretionary and financial services detracted from Fund performance. OUTLOOK We believe the US equity market is likely to be volatile in the next couple of months, as the economic downturn is expected to be longer in duration relative to more recent recessions. However, given the magnitude of the sell off we have experienced (second only to the 1929-32 bear market in scale of decline), the market is now selling at attractive valuations. From our perspective, in February the market reached the maximum point of uncertainty - a lack of confidence in the ability of the US Government to manage the crisis, a raft of very weak economic data and negative press in the media. There has been a significant rally after the Treasury announced more concrete details of the Public Private Investment Program. While the plan is still a work in progress, it was a positive sign of action which the US equity market had desperately been seeking and appears to have stabilized the environment for the moment. While we do not expect the market to go straight up from here, we believe we might have probably seen signs of a bottom. Valuations have come down across the market and there are compelling investment opportunities in a number of areas. We do not typically invest in themes within the Fund, focusing instead on identifying individual companies which have strong business models and management teams and a durable competitive advantage. An area of interest at the moment is the energy sector. We are re-visiting names we have held in the past but sold last summer as stocks hit all-time highs and valuations became excessive. On another note, there has been an over-riding philosophy around our health care investments for some time. We have been focusing on companies which save the health care system money because, in an environment of rising deficits, the system is increasingly likely to come under pressure to reduce costs. 12 SCHRODER U.S. SMALL AND MID CAP OPPORTUNITIES FUND PERFORMANCE INFORMATION One Year Annualized Ended Since April 30, 2009 Inception (a) -------------- ------------- Schroder U.S. Small and Mid Cap Opportunities Fund -- Investor Shares .................................. (26.72)% (4.92)% Advisor Shares ................................... (26.93)% (5.16)% (a) From commencement of Fund operations on March 31, 2006. "TOTAL RETURN" 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 - --------- ---------------- Amdocs 3.5% DaVita 3.3 Republic Service 3.0 Reinsurance Group of America 2.5 Scientific Games Class A 2.2 * Excludes any Short-Term Investments. SECTOR ALLOCATION SECTOR % OF INVESTMENTS - ------ ---------------- Technology 18.7% Consumer Discretionary 15.0 Financial Services 14.6 Health Care 13.1 Materials & Processing 9.9 Utilities 5.4 Other Energy 4.4 Producer Durables 3.0 Consumer Staples 2.0 Autos & Transportation 1.8 Short-Term Investment 12.1 13 SCHRODER NORTH AMERICAN EQUITY FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF JUNE 9, 2009) PERFORMANCE In the six months ended April 30, 2009, the Schroder North American Equity Fund (the "Fund") fell 8.27% (Investor Shares) and 8.31% (Advisor Shares). The FTSE North American Index (the "Index"), a broad-based basket of North American stocks, fell 7.32%. For the same six-month period, the S&P 500 Index fell by 8.53%. MARKET BACKGROUND North American equities fell during much of the early reporting period. Financial conditions remained challenging despite ongoing efforts by the US Government and Federal Reserve to support struggling institutions and encourage lending. Economic data also added to the gloom, increasingly indicating that the effects of the financial crisis on the real economy were becoming significant. Sentiment began to pick up in response to aggressive interest rate cuts and President Obama's significant fiscal package. Equity markets began to stabilize in the final few weeks of the year, but the Index still recorded a loss of nearly 23% in US dollar terms in the fourth quarter of 2008 and over 37% in 2008 as a whole. Having had the chance to digest the detail of a multitude of government policy responses, excessive pessimism gave way to an equity market rally towards the end of the reporting period. The dispersion of sector returns was not as defensive as it had been earlier in the period, suggesting a slight strengthening of investors' appetite for riskier assets. The cyclical technology, materials and consumer discretionary sectors outperformed more defensive ones, particularly (but not exclusively) as markets began to rally. PORTFOLIO REVIEW The Fund's underperformance against the Index is largely attributable to its exposure to small and mid cap US banks as excess pessimism towards financials stocks resulted in indiscriminate weakness. The Fund's exposure to pharmaceuticals also detracted from relative performance. Although the Fund is slightly underweight in the health care sector, and pharmaceuticals in particular, its holdings suffered amid concern over the potential impact of President Obama's health care reform plans. Relative performance was strongest within the consumer discretionary sector where the Fund was well positioned to benefit from the rally among retailers (with holdings in stocks such as AUTOZONE and BUCKLE) and its restaurant stocks outperformed (E.G., BRINKER INTERNATIONAL). The Fund's underweighting of the industrials sector and overweight position in telecoms also added value in the quarter. OUTLOOK Sentiment has strengthened in recent weeks, providing some stability to equity markets. However, the process of restoring confidence can be a fragile one. The Fund employs multiple investment strategies spread across a large number of small stock positions with the intention to capture broad themes and limit stock-specific risk, while top down risks (E.G., sector) are carefully managed. The key features of the Fund's investment themes as of April 30, 2009 included: - Increased exposure to smaller capitalization stocks, where we are currently finding attractive investment opportunities. - Maintained bias towards high quality insurance stocks within the financials sector. - Underweight utilities, with stocks in this sector still looking expensive on a relative basis. 14 SCHRODER NORTH AMERICAN EQUITY FUND PERFORMANCE INFORMATION One Year Five Years Annualized Ended Ended Since April 30, 2009 April 30, 2009 (c) Inception -------------- ------------------ ---------- Schroder North American Equity Fund -- Investor Shares ................... (34.10)% (1.79)%(a) 0.02%(a) Advisor Shares .................... (34.32)% (2.11)%(b) (0.30)%(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" 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 3.6% Microsoft 1.8 International Business Machines 1.8 AT&T 1.7 Procter & Gamble 1.7 * Excludes any Short-Term Investments. 15 SCHRODER TOTAL RETURN FIXED INCOME FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF JUNE 9, 2009) PERFORMANCE During the six months ended April 30, 2009, the Schroder Total Return Fixed Income Fund (the "Fund") rose 8.26% (Investor Shares) and 8.23% (Advisor Shares), compared to the Barclays U.S. Aggregate Bond Index (the "Index"), a broad-based basket of U.S. debt securities, which rose 7.74%. MARKET BACKGROUND 2009 remains a challenging year for investors. Economic data remains weak and indicates only tentative signs of stabilization. Government intervention efforts have accordingly accelerated. The most important stimulus/bank recapitalization package during the reporting period was the Public-Private Investment Program ("PPIP") which innovatively combines both non-government monies and leverage to purchase loan and securities from banks. This is another step in the right direction to increase liquidity on bank balance sheets and equity markets responded very positively, though it will take time for results to be clear. Also, the Federal Reserve greatly enlarged its debt purchase program in order to reduce consumer borrowing (mortgage refinance) costs, expanding targeted mortgage backed security ("MBS") pass-through purchases from $500 to $1,250 billion and adding $100 billion in agency debentures and, importantly, $300 billion in US Treasury debt. The bond market's initial reaction was an immediate decline of nearly half a percent across intermediate Treasury maturities, though the impact was not lasting. Notwithstanding the creative and aggressive Treasury and Federal Reserve plans, corporate bond spreads widened and have given back most of the gains from a rally that lasted from mid-December through mid-February. Financials led the weakness. Mortgage spreads tightened 5-10 bps in response to enlarged Fed purchases while commercial mortgage-backed securities rallied nearly 6 points in anticipation of the PPIP stabilizing that market. PORTFOLIO REVIEW In the six months under consideration, the Fund outperformed the Index. Sector strategy added to portfolio returns in January and February. Portfolio exposure to Treasuries was cut to below that of the benchmark in December and we began the year with an overweight to both agency-issued MBS and corporate bonds. Further additions were made to corporates in January, though we retained a bias for defensive industries and companies with stable cash flows. Overall corporate exposure was reduced in late February in order to book profits after strong performance. Throughout the quarter we added exposure in credit primarily through new issues which were originated with large discounts to outstanding bonds. The Fund's overweight to mortgages was maintained throughout most of the reporting period, with a reduction in exposure late in the period following sharp spread tightening after the Fed's buying plans were announced. Yield curve and duration strategies also contributed to returns. OUTLOOK The Fund is currently being invested with just a moderate amount of excess risk relative to performance benchmarks. Duration and yield curve exposure is close to neutral as both markets are likely to be confined to narrow ranges by Fed policies. Sector allocation favors agency mortgage pass-throughs (mostly GNMA) and corporate credit, and we retain our bias toward corporate sectors with stable cash flows. We recognize that the risk premium for corporate bonds in general is very attractive and that the move by many companies to reduce leverage and improve credit ratios increases their appeal. However, we also see sharp divergences continuing between credits within industries as economic conditions take their toll on weaker issuers. As a result we are being particularly cautious in which companies we extend credit to; our credit analysts have identified many potential "fallen angel" downgrade candidates from investment grade to high yield. We expect more government stimulus programs for both the consumer and banking system. Those announced in March reflect both the creativity and aggressiveness required given the serious financial leverage they are seeking to offset and the severity of the economic environment. These are positive steps in the right direction, though they increase market uncertainty even as they seek to provide support. We therefore expect market volatility to remain high. While we expect investment grade corporate bonds can rally during the calendar quarter ending June 30, we believe that during the following third calendar quarter there is likely to be a period of increasing turbulence, with high yield defaults increasing materially. 16 SCHRODER TOTAL RETURN FIXED INCOME FUND PERFORMANCE INFORMATION One Year Annualized Ended Since April 30, 2009 Inception (a) -------------- ------------- Schroder Total Return Fixed Income Fund -- Investor Shares ....................... 6.02% 4.94% Advisor Shares ........................ 5.75% 4.66% (a) From commencement of Fund operations on December 31, 2004. "TOTAL RETURN" 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 - -------- ---------------- FNMA TBA, 6.500%, 06/25/39 6.2% U.S. Treasury Note, 1.750%, 03/31/14 5.7 FNMA TBA, 5.000%, 11/01/35 5.7 FNMA TBA, 4.500%, 06/25/39 5.6 FNMA TBA, 5.500%, 10/01/35 5.1 SECTOR ALLOCATION SECTOR % OF INVESTMENTS - ------ ---------------- US Government Mortgage-Backed Obligations 46.8% Corporate Obligations 24.5 US Treasury Obligations 10.6 US Government Agency Obligations 5.5 Commercial Mortgage-Backed Obligations 1.5 Collateralized Mortgage Obligations 0.1 Asset-Backed Securities 0.0* Short-Term Investment 11.0 * Represents less than 0.1% of total investments. 17 SCHRODER MULTI-ASSET GROWTH PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS (AS OF MAY 27, 2009) PERFORMANCE In the six months ended April 30, 2009, the Schroder Multi-Asset Growth Portfolio (the "Fund") fell 1.33% (Investor Shares), 1.52% (Advisor Shares), 1,48% (Class A Shares) and 1.55% (Class R Shares), compared to the Consumer Price Index ("CPI" or the "Index", specifically, the CPI for All Urban Consumers) which fell 1.54%. For the same period, the MSCI World Index, a market-weighted index designed to measure the equity market performance of developed markets, declined by 5.44%. The Fund's real return shortfall was primarily due to its positions in equity investments during an exceptionally weak first quarter for equity markets worldwide. However, the Fund's relatively underweight position in equities helped it outperform both the MSCI World Index and the S&P 500 Index, which declined 8.53% during the period from October 31, 2008 to April 30, 2009. The Fund also maintained significantly lower volatility than an equity portfolio, as annualized volatility from inception to April 30, 2009 was 10.34% versus 18.81% for the MSCI World Index and 22.38% for the S&P 500 Index. While the Fund has a real return target and we examine performance against a benchmark of inflation plus 5%, we have also compared the Fund against the MSCI World Index and have highlighted our objective of delivering returns comparable to equities but with less volatility. Among the Fund's investments in alternative asset classes, positions in commodities proved very beneficial during this period as energy and food commodity prices rose sharply. Global bonds, emerging market debt, and infrastructure investments added modest real returns, while property and private equity investments were mild detractors from performance. MARKET BACKGROUND April saw a turning point in the year with three major events; the G20 meeting, banks reporting first quarter results, which was stronger than expected and the US bank stress tests. Over the period, the major central banks reduced interest rates to close to zero and announced a series of significant fiscal measures to support growth. We have sliced our forecasts for global growth and expect worldwide GDP to contract by 1.5% in 2009, due to a sharper slowdown in both the OECD and the emerging markets than we had previously expected. Towards the end of the first quarter there was renewed optimism as the US Federal Reserve announced it would follow the Bank of England in beginning a period of quantitative easing. At the beginning of April equity markets enjoyed a sharp bounce from the lows of the year with emerging markets leading the way. Government bond yields ticked up and risk appetite improved. Economic data has been improving, or at least the rate of decline has substantially slowed. However, we believe the housing correction is far from over. The US banking stress tests have produced surprising results. Initial reports have shown that 19 of the US big banks had passed the tests being carried out by the administration to determine their future capital needs. For example, the IMF now estimates total losses will peak at $4.1 trillion while Bloomberg records only $1.3 trillion as written off. Not all of the IMF estimate is attributable to US institutions, with some $1.2 trillion owned by European banks. Nonetheless, the IMF figures imply that US banks need between $275 and $500bn of equity. This seems at odds with statements from Treasury Secretary Geithner that the vast majority of US banks are well capitalised. At the time of writing reports suggest that at least six of the 19 require more capital, indicating further turbulence could develop in the markets following the public release of the stress test results. Details around the regulatory metrics for the stress tests were published on April 24th with many economists suggesting the economic scenarios being used were not nearly "stressful" enough. The green shoots of recovery are appearing and could continue to develop through the summer as the benefits of fiscal and monetary policy are felt. PORTFOLIO REVIEW Over the period we maintained our exposure to equities. Our efforts lay in adding regional value, as opposed to trying to tactically take advantage of changes in equity markets, which in a bear market environment can be susceptible to sharp rallies, as well as falls. We reduced the Fund's weighting towards Europe, a region which we believe will continue to be plagued by a mixture of currency strength and financial sector weakness. In contrast we increased the Fund's weighting towards the UK, encouraged by protracted currency weakness which should make exports more competitive, hence helping the profitability of local firms. We increased the Fund's exposure to high yield debt, which we believe should benefit the Fund in the near future given the anticipated contraction in spreads. The Fund's exposure to emerging market debt ("EMD") has been increased in accordance with our belief that EMD is well positioned to benefit from the elevated spreads seen in the dollar-denominated sector of the market for these bonds. With our economists expecting -1.5% global growth for 2009, asset classes such as commodities are going to require some signs of stabilization in leading economic indicators to present, once again, a significant opportunity. We do expect 2009 to provide 18 SCHRODER MULTI-ASSET GROWTH PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS (AS OF MAY 27, 2009) us with an opportunity to pick up cheap commodity exposure, and we increased the Fund's exposure to Treasury Inflation Protected Securities ("TIPS"). With the market pricing in sustained deflation, TIPS sold off, but with large scale money supply growth, we expect that inflation will return faster than current market prices reflect. Given the unsettled economic environment, we have continued to hold our overall defensive approach but have made some moderate changes to the Fund's portfolio over the period. As in previous months, we have focused on investments that we expect to deliver long-term value but have also implemented some shorter-term tactical positions. Total equity exposure was reduced over the period finishing at approximately 37% of the Fund's net assets as of April 30, 2009. We have made more significant adjustments to our regional equity exposures, with the largest increase being to over-weighting UK equities. We have become increasingly negative on Europe due to its dependence on exports which are currently hampered by the relative strength of the euro, and the slow reactions of the European Central Bank. Although risk appetite did not increase as expected, emerging market performance held up relatively well throughout the period. Currency weakness across countries in the Asia Pacific region has led to increased competitiveness of many companies in these markets. As a result, we increased exposure to Pacific ex Japan equities. Given the low growth environment, we believe it makes sense to prefer markets which can potentially benefit from a boost to competitiveness from currency weakness. During the fourth quarter of last year we built a significant allocation to investment grade credit on valuation grounds. We have added European (German Bund futures) and UK (UK Gilt futures) duration to the fixed income portfolio as we feel yields have further to fall. In the UK the government continues to buy government bonds with somewhat of an insensitivity to price due to their desire to pursue quantitative easing monetary policies. In the case of Europe, we believe the bonds are over-priced and, given a deteriorating economic outlook, should fall in value. We've also added to our TIPS position to take advantage of the market pricing in deflation/very mild inflation which we think is excessively pessimistic in the medium term. Elsewhere in the Fund, exposure to emerging market debt was marginally increased. High yield debt also continues to offer opportunities with spreads still at historically wide levels and, as such, exposure was gradually increased to approximately 11% by the end of the reporting period. Our global equity investments were able to add value above their respective benchmarks. Our fixed income investments generated positive performance. Our EMD and high yield investments also provided positive results. OUTLOOK The speed and magnitude of the current rally increases the likelihood of a consolidation in the short term. The fact that it has occurred without any signs of improvement in final demand, as well as against a continued weak earnings outlook (despite some positive surprises), keeps us cautious on equities. That said, we still like Pacific ex Japan equities given the region's relatively strong structural fundamentals and are funding an overweight position out of the US. Against a backdrop of subdued global growth and low inflation, policy rates are likely to stay at their current record low levels in the major economies for a considerable period. We see little prospect of any tightening this year as central banks will need strong evidence of recovery to be certain of not pushing the economy back into recession. Although the current rally may still have some legs, we believe that it is likely to disappoint in the absence of any improvement in final demand or meaningful turn in corporate earnings. Markets have recovered from a heavily oversold position to reflect the view that the likelihood of another Great Depression has fallen. However, whilst policymakers may have succeeded in reducing the tail risk for the world economy, we expect economies to struggle in the face of the headwind from de-leveraging. Property: Our outlook remains negative given the continuing lack of financing for transactions. In the UK, property securities that managed to renew bank financing are now burdened with higher financing costs and terms that are more stringent. More positively, there may be an incentive for banks to raise or not enforce the loan-to-value covenants in the financing contracts, provided loan interest payments are made, as banks would prefer to avoid repossessing assets that could only be liquidated at fire-sale prices. In 2008, property yields in continental Europe rose an average of 100 bps. This upward trend in yields is expected to continue given the deterioration in the economic outlook for the region and lack of liquidity in the credit markets. Private Equity: Investments have been hit hard by the current economic crisis. The combination of collapsing equity valuations and a poor earnings outlook means leveraged deals may have the value of equity significantly written down through 2009. We believe there will be a number of restructurings to de-leverage companies, leading to a rise in prominence of specialist funds buying distressed companies. Those funds that have cash to invest should be well-positioned to find attractive opportunities across a range 19 SCHRODER MULTI-ASSET GROWTH PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS (AS OF MAY 27, 2009) of companies in need of capital. Conversely, managers looking for debt to finance acquisitions may find it increasingly hard to come by and that is likely to remain the case. Commodities: Developments on the global macro front (E.G., quantitative easing, demand for real assets) will likely provide a more balanced supply/demand environment for commodities. After the steep sell off in risk assets, prices in sectors where supply has contracted may rebound in coming months. Base metals in particular are well placed to benefit from the effects of the current round of global macro policies. Overall, we believe supportive supply-demand dynamics provide a basis for market to trade higher during the remainder of the year. High Yield: High yield bonds continue to look attractive on valuation grounds given that although spreads have been narrowing, they remain close to historically high levels. According to our high yield fair value model, the market continues to look extremely cheap. While there is the risk that high yield could suffer over the short-term, with the prospect of a pick up in the default rate, it could be argued that most of this has already been discounted by the markets. However, the default rate for US speculative grade debt of 5.2% has yet to reach levels seen in previous recession episodes. Investment Grade: Investment grade debt continues to offer attractive yields with spreads close to historically wide levels relative to conventional bonds. We are finding it difficult to picture an environment where government bonds will rally, given that yields are still low by historic standards and since quantitative easing has, so far, also failed to have the impact we had expected. PERFORMANCE INFORMATION One Year Annualized Ended Since April 30, 2009 Inception (a) -------------- ------------- Schroder Multi-Asset Growth Portfolio -- Investor Shares ..................... (31.45)% (23.70)% A Shares ............................ (31.58) (23.86) Advisor Shares ...................... (31.61) (23.88) R Shares ............................ (31.83) (24.07) (a) From commencement of Fund operations on December 20, 2007. "TOTAL RETURN" 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 21.0% iShares iBoxx Investment Grade Corporate Bond Fund 15.8 Goldman Sachs High Yield Fund 11.6 Schroder International Diversified Value Fund 6.1 PIMCO Emerging Markets Bond Fund 6.0 20 SCHRODER INTERNATIONAL ALPHA FUND SCHEDULE OF INVESTMENTS APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ COMMON STOCK - 95.4% AUSTRALIA - 2.2% 80,824 Orica 986,339 ------------ BRAZIL - 1.1% 37,679 Redecard 474,931 ------------ CANADA - 3.6% 16,056 Niko Resources 812,691 31,306 Suncor Energy 787,964 ------------ 1,600,655 CHINA - 5.6% 356,000 Dongfang Electric Class H (1) 937,144 1,558,000 Industrial & Commercial Bank of China Class H 896,662 107,500 Ping An Insurance Group of China Class H 672,785 ------------ 2,506,591 FINLAND - 2.4% 75,576 Nokia 1,092,364 ------------ FRANCE - 6.3% 37,727 AXA 635,851 19,260 GDF Suez 695,316 16,412 Groupe Danone 784,247 16,706 Ipsen 686,621 ------------ 2,802,035 GERMANY - 9.2% 18,805 Bayerische Motoren Werke 652,779 6,783 Deutsche Boerse 502,312 26,207 E.ON 888,584 26,197 SAP 1,005,512 49,463 ThyssenKrupp 1,062,257 ------------ 4,111,444 HONG KONG - 11.2% 702,000 China Unicom Hong Kong 803,502 1,658,000 Denway Motors 699,614 131,000 Esprit Holdings 808,872 544,000 Shangri-La Asia 804,470 90,000 Sun Hung Kai Properties 937,802 119,500 Swire Pacific Class A 938,328 ------------ 4,992,588 ISRAEL - 3.6% 171,838 Makhteshim-Agan Industries 766,433 19,630 Teva Pharmaceutical Industries ADR 861,561 ------------ 1,627,994 ITALY - 1.9% 263,733 Intesa Sanpaolo 850,105 ------------ JAPAN - 11.7% 28,000 Canon 837,643 23,500 Honda Motor 677,999 Shares Value $ - ---------- ------------ 145 KDDI 649,934 50,700 Mitsubishi 776,362 141,200 Nomura Holdings 843,391 12,300 Unicharm 856,921 46,000 Ushio 595,700 ------------ 5,237,950 LUXEMBOURG - 2.2% 41,985 ArcelorMittal 999,378 ------------ NETHERLANDS - 1.8% 40,755 Unilever 809,764 ------------ SINGAPORE - 2.4% 90,784 Jardine Strategic Holdings 1,071,251 ------------ SWITZERLAND - 11.6% 30,612 Credit Suisse Group 1,196,473 44,163 Nestle 1,445,912 24,009 Novartis 913,146 8,211 Roche Holding 1,039,777 3,078 Zurich Financial Services 577,782 ------------ 5,173,090 UNITED KINGDOM - 18.6% 64,129 Admiral Group 863,534 66,576 BG Group 1,075,584 30,403 Cairn Energy (1) 963,042 145,585 Rexam 681,078 22,640 Rio Tinto 928,302 292,276 Sage Group 801,390 172,173 Tesco 858,142 698,032 Vodafone Group 1,286,614 127,095 WPP 876,368 ------------ 8,334,054 ------------ TOTAL COMMON STOCK (Cost $48,417,493) 42,670,533 ------------ EQUITY-LINKED WARRANT (2)(3) - 1.9% INDIA - 1.9% 190,442 Shriram Transport Finance Expires 01/18/13 (Cost $1,418,653) 837,945 ------------ SHORT-TERM INVESTMENT (4) - 2.5% 1,136,403 JPMorgan U.S. Government Money Market Fund, 0.270% (Cost $1,136,403) 1,136,403 ------------ TOTAL INVESTMENTS - 99.8% (Cost $50,972,549) 44,644,881 ------------ The accompanying notes are an integral part of the financial statements. 21 SCHRODER INTERNATIONAL ALPHA FUND SCHEDULE OF INVESTMENTS (CONCLUDED) APRIL 30, 2009 (UNAUDITED) Value $ ------------ OTHER ASSETS LESS LIABILITIES - 0.2% 102,466 ------------ NET ASSETS - 100.0% $ 44,747,347 ============ (1) Denotes non-income producing security. (2) Securities are not readily marketable. (3) 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 April 30, 2009, the value of this security amounted to $837,945, representing 1.9% of the net assets of the Fund. (4) The rate shown represents the 7-day current yield as of April 30, 2009. ADR - American Depositary Receipt The accompanying notes are an integral part of the financial statements. 22 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ COMMON STOCK - 97.5% AUSTRALIA - 4.1% 39,418 Abacus Property Group REIT 9,019 6,960 Aditya Birla Minerals 1,820 7,417 Aspen Group REIT 2,101 8,402 BlueScope Steel 14,282 10,757 Centro Retail Group REIT 344 14,362 Commonwealth Property Office Fund REIT 8,503 11,208 GPT Group REIT 3,826 8,170 Incitec Pivot 12,522 18,014 ING Industrial Fund REIT 2,224 19,856 ING Office Fund REIT 6,274 798 Lend Lease 4,185 3,862 Macquarie Airports Management 5,078 32,610 Macquarie CountryWide Trust REIT 7,462 774 Macquarie Group (1)(2) 18,716 25,045 Macquarie Office Trust REIT 3,548 2,959 McPherson's 2,407 5,471 Metcash 16,532 5,945 Mirvac Group REIT 4,513 4,452 Mirvac REIT 1,229 1,340 National Australia Bank 20,081 6,333 Nomad Building Solutions 2,346 11,656 Pacific Brands 5,927 6,188 Platinum Asset Management 18,205 15,922 Qantas Airways 22,900 10,664 Rubicon America Trust REIT (1)(2)(3) -- 1,026 Sims Group 14,906 273 Stockland (3) 575 5,754 Stockland REIT 13,124 6,150 Suncorp-Metway 26,357 13,158 Telstra 31,828 960 Wesfarmers 15,788 876 Westfield Group REIT 6,828 ------------ 303,450 AUSTRIA - 2.1% 309 Austria Technologie & Systemtechnik 1,410 1,040 Erste Group Bank 22,005 769 OMV 24,132 578 Raiffeisen International Bank Holding 20,248 2,101 Telekom Austria 27,811 717 Verbund - Oesterreichische Elektrizitaetswirtschafts 29,677 1,286 Voestalpine 24,914 514 Wienerberger 6,117 ------------ 156,314 BELGIUM - 1.4% 931 Belgacom 27,190 551 Econocom Group 4,372 340 Euronav 4,946 2,067 Fortis 5,139 136 Intervest Offices REIT 3,507 Shares Value $ - ---------- ------------ 1,477 KBC Ancora 22,657 341 Mobistar 20,482 321 Tessenderlo Chemie 9,593 66 Wereldhave Belgium REIT 4,451 ------------ 102,337 BERMUDA - 0.6% 5,548 Catlin Group 28,866 800 Frontline 16,085 ------------ 44,951 BRAZIL - 2.0% 2,600 Banco do Brasil 22,304 400 Cia de Transmissao de Energia Eletrica Paulista 8,601 1,600 Cia Energetica de Minas Gerais ADR 24,080 500 Cia Paranaense de Energia ADR 6,270 400 CPFL Energia 6,076 2,200 Gerdau ADR 15,620 1,200 Light 13,078 1,400 Tele Norte Leste Participacoes ADR 21,770 1,400 Telecomunicacoes de Sao Paulo ADR 30,366 ------------ 148,165 BRITISH VIRGIN ISLANDS - 0.0% 5,357 Livermore Investments Group 1,307 ------------ CANADA - 9.0% 1,400 AGF Management Class B 13,494 1,600 Alimentation Couche Tard Class B 17,501 900 AltaGas Income Trust 11,127 2,100 ARC Energy Trust 27,282 800 Atco Class I 23,032 700 Bank of Montreal 23,175 400 Bank of Nova Scotia 11,379 981 Baytex Energy Trust 13,665 300 Baytex Energy Trust 4,149 1,400 Bonavista Energy Trust 21,239 700 Canadian Oil Sands Trust 14,457 1,000 Canadian Utilities Class A 28,916 300 Canadian Utilities Class B 8,750 600 Empire Class A 25,064 1,100 Enerflex Systems Income Fund 9,330 682 Enerplus Resources Fund 12,876 340 Enerplus Resources Fund (Canada) 6,486 1,200 Freehold Royalty Trust 11,778 1,442 GAZ Metro LP 17,380 600 George Weston 29,786 1,600 Great-West Lifeco 27,478 1,200 Husky Energy 29,077 1,000 InnVest REIT 3,101 600 Major Drilling Group International 6,804 600 Manitoba Telecom Services 16,847 2,000 NAL Oil & Gas Trust 14,752 1,500 Northland Power Income Fund 11,944 1,300 Pengrowth Energy Trust 8,444 The accompanying notes are an integral part of the financial statements. 23 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ 1,600 Penn West Energy Trust 17,554 1,200 Power Corp. of Canada 22,439 1,100 Power Financial 22,007 2,600 Provident Energy Trust 11,397 1,300 Reitmans Canada Class A 13,239 1,800 Teck Cominco (United States) Class B 18,972 1,100 TELUS 26,875 700 Toronto-Dominion Bank 27,634 1,600 Total Energy Services Trust 5,472 1,400 TransForce 5,386 2,000 Trilogy Energy Trust 9,753 1,200 Trinidad Drilling 4,848 700 Vermilion Energy Trust 15,841 300 Wajax Income Fund 3,930 2,300 Yellow Pages Income Fund 10,950 ------------ 665,610 CHILE - 0.2% 39,222 Enersis 11,736 ------------ CHINA - 2.6% 59,000 Bank of China 22,079 27,000 Bank of Communications 21,985 7,900 Bengang Steel Plates 3,007 11,000 China Citic Bank 5,067 9,500 China COSCO Holdings Class H 7,833 21,000 China Molybdenum 10,677 12,000 China Shineway Pharmaceutical Group 7,340 30,000 China Telecom Class H 14,904 14,000 Datang International Power Generation 6,793 15,000 Industrial & Commercial Bank of China Class H 8,633 10,000 Jiangxi Copper Class H 11,898 3,000 Lianhua Supermarket Holdings 3,569 24,000 People's Food Holdings 8,026 24,000 PetroChina Class H 21,245 8,700 Shandong Chenming Paper Holdings 4,289 40,500 Sinotrans Shipping 12,647 4,500 Weiqiao Textile Class H 1,800 10,000 Yanzhou Coal Mining 9,459 10,000 Zhejiang Expressway 8,607 ------------ 189,858 CZECH REPUBLIC - 0.5% 83 Komercni Banka 11,252 1,215 Telefonica O2 Czech Republic 26,209 ------------ 37,461 DENMARK - 0.3% 150 Amagerbanken 1,236 582 D/S Nordern 19,844 ------------ 21,080 Shares Value $ - ---------- ------------ FINLAND - 2.8% 1,726 Elisa 23,007 809 Kesko Class B Shares 21,204 978 Konecranes 20,111 906 Metso (3) 14,042 1,706 Neste Oil 22,267 1,543 Orion 22,445 1,242 PKC Group 5,929 1,295 Rautaruukki 24,352 667 Sampo 12,552 875 Wartsila 29,205 962 YIT 9,261 ------------ 204,375 FRANCE - 8.1% 1,300 Air France-KLM 14,564 1,609 AXA 27,118 588 Bouygues 25,287 714 Carrefour 29,166 202 Cegid Group 2,725 550 Cie de Saint-Gobain 19,947 243 Ciments Francais 22,173 462 CNP Assurances 36,590 138 Compagnie Plastic-Omnium 1,706 607 Credit Agricole 8,990 26 Credit Industriel et Commercial 4,178 201 Esso Ste Anonyme Francaise 21,557 74 Fonciere Des Regions REIT 4,076 1,183 France Telecom 26,391 374 Gecina REIT 20,614 844 Generale de Sante 14,721 394 Lafarge 22,519 180 Lafarge (3) 9,640 182 LISI 6,980 6,515 Natixis 14,982 323 Nexity 10,546 479 Peugeot 11,180 130 Pierre & Vacances 8,351 246 PPR 19,014 280 Rallye 5,750 1,864 Rexel 15,569 505 Sanofi-Aventis 29,230 331 Schneider Electric 25,348 1,353 SCOR 28,574 126 Societe de la Tour Eiffel REIT 4,111 169 Ste Industrielle d'Aviation Latecoere 945 544 Total 27,585 39 Total Gabon 12,378 481 Valeo 9,996 228 Vallourec 25,143 824 Vivendi 22,305 243 Wendel 9,012 ------------ 598,961 The accompanying notes are an integral part of the financial statements. 24 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ GERMANY - 4.1% 36 Allianz 3,320 48 Allianz (France) 4,461 730 BASF 27,580 300 Bechtle 4,527 61 Boewe Systec 356 612 Commerzbank 4,176 447 Demag Cranes 9,399 1,067 Deutsche Lufthansa 13,637 2,063 Deutsche Telekom 24,935 174 EnBW Energie Baden-Wuerttemberg 8,300 288 Generali Deutschland Holding 23,613 452 HeidelbergCement 19,067 455 Indus Holding 6,468 285 Koenig & Bauer 3,053 380 Metro 16,181 224 Muenchener Rueckversicherungs 30,993 573 Norddeutsche Affinerie 16,253 257 RWE 18,553 297 Salzgitter 21,185 125 Schlott Gruppe 992 256 Sixt 3,998 1,197 SQS Software Quality Systems 4,229 691 ThyssenKrupp 14,840 493 Wincor Nixdorf 24,774 ------------ 304,890 GREECE - 1.1% 147 Bank of Greece 8,413 1,114 Hellenic Exchanges Holding Clearing Settlement and Registry 9,811 1,767 Hellenic Petroleum 17,222 1,878 Hellenic Telecommunications Organization 28,808 992 Motor Oil Hellas Corinth Refineries 10,534 2,596 Proton Bank 3,330 ------------ 78,118 GUERNSEY - 0.0% 3,969 IRP Property Investments Limited 3,373 ------------ HONG KONG - 3.7% 11,500 BOC Hong Kong Holdings 16,413 28,000 Champion REIT 6,467 66,822 Champion Technology Holdings 2,199 4,000 Chow Sang Sang Holding 2,416 30,000 Cnpc Hong Kong 15,020 9,000 Great Eagle Holdings 12,519 7,000 Hongkong Land Holdings 17,500 30,000 Hung Hing Printing Group 4,452 3,000 Hutchison Whampoa 17,808 5,000 Hysan Development 9,136 8,500 Kingboard Chemical Holdings 20,840 15,000 Kowloon Development 7,259 Shares Value $ - ---------- ------------ 72,000 Lenovo Group 19,790 22,000 Lerado Group Holdings 1,590 28,000 Norstar Founders Group (1)(2) -- 5,500 Orient Overseas International 15,933 58,000 Pacific Andes International Holdings 6,137 11,000 Pacific Basin Shipping 5,522 2,781 Prosperity Minerals Holdings 1,932 18,000 Public Financial Holdings 6,318 24,000 Silver Grant International 3,004 30,000 SIM Technology Group 2,400 48,000 Sinolink Worldwide Holdings 4,026 21,000 Sunlight REIT 3,550 3,000 Swire Pacific Class A 23,556 9,000 TAI Cheung Holdings 3,414 7,200 Transport International Holdings 19,511 27,000 Victory City International Holdings 1,812 4,000 VTech Holdings 20,130 16,000 Xiwang Sugar Holdings 2,457 ------------ 273,111 HUNGARY - 0.1% 231 MOL Hungarian Oil & Gas 11,148 ------------ INDONESIA - 0.1% 65,000 Aneka Tambang 8,794 ------------ IRELAND - 0.6% 5,409 Allied Irish Banks 6,866 3,548 Anglo Irish Bank (1)(2) -- 2,733 C&C Group 6,361 1,582 DCC 28,638 1,959 Irish Life & Permanent 5,000 ------------ 46,865 ISRAEL - 0.9% 15,580 Bezeq Israeli Telecommunication 24,612 1,094 Cellcom Israel 24,994 1,213 Partner Communications 20,256 ------------ 69,862 ITALY - 5.2% 582 Banca Intermobiliare 2,159 15,636 Banca Monte dei Paschi di Siena 25,267 1,765 Banca Popolare dell'Emilia Romagna 21,590 291 Banco di Sardegna 4,068 1,667 Banco Popolare 11,088 1,551 Buzzi Unicem 22,972 2,182 Caltagirone 7,646 1,884 Cementir Holding 6,858 5,016 Enel 27,412 1,487 ENI 32,347 1,475 ERG 22,938 1,078 Fondiaria-Sai 18,076 802 Indesit 4,051 7,162 Intek 3,627 The accompanying notes are an integral part of the financial statements. 25 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ 2,366 Intesa Sanpaolo 7,626 1,689 Italcementi 20,560 204 Italmobiliare 7,794 3,269 KME Group 2,825 1,668 Maire Tecnimont 3,439 1,425 Mediaset 8,061 2,381 Milano Assicurazioni 7,352 1,256 Piccolo Credito Valtellinese Scarl 9,891 3,897 Recordati 22,559 9,025 Saras 26,614 2,457 Sogefi (3) 3,516 19,714 Telecom Italia 25,105 935 Unione di Banche Italiane 12,983 13,810 Unipol Gruppo Finanziario 17,340 ------------ 385,764 JAPAN - 13.1% 2,300 ADEKA 14,578 1,300 Aichi 5,221 1,500 Aisin Seiki 30,575 900 Astellas Pharma 29,297 700 Belluna 2,179 2,600 Brother Industries 21,014 1,000 Canon Electronics 11,368 4 Creed Office Investment REIT 3,756 3 DA Office Investment REIT 5,303 1,000 Daifuku 5,963 2,000 Daiichi Jitsugyo 4,827 400 Daiichikosho 3,205 9,000 DIC 14,694 500 Excel 4,067 600 Fuji 1,698 600 Fuji Electronics 4,235 600 Fuji Machine Manufacturing 5,385 1,200 Fujikura Rubber 3,626 2,000 Furukawa-Sky Aluminum 3,367 600 Furusato Industries 4,290 2 Grandy House 487 1,000 Hitachi High-Technologies 13,954 200 Hitachi Systems & Services 2,079 5,000 Isuzu Motors 8,265 5 ITC Networks 7,677 4,000 ITOCHU 21,337 1,300 Itoki 3,322 3 Japan Hotel and Resort REIT 4,104 5 Japan Prime Realty Investment Class A 8,594 3 Japan Retail Fund Investment REIT 10,526 700 JBCC Holdings 3,734 600 JFE Holdings 16,276 4 Joint REIT Investment 6,470 1,000 Kanamoto 3,630 1,400 Kanto Auto Works 15,191 2,000 Kasai Kogyo 4,097 2,000 Kasumi 8,174 Shares Value $ - ---------- ------------ 500 Kintetsu World Express 10,070 2,000 Kitz 6,227 2,000 Konica Minolta Holdings 16,266 600 Kuroda Electric 4,095 200 Kyoshin Technosonic 629 4 LaSalle Japan REIT 4,697 5,000 Marubeni 18,051 2,000 Mazda Motor 4,928 1,000 Meiwa Estate 3,367 4 MID REIT 7,829 1,000 Mikuni 1,146 4,000 Mitsubishi Steel Manufacturing 8,356 44 Mitsui Knowledge Industry 6,260 5,000 Mitsui OSK Lines 28,445 600 Muto Seiko 2,537 300 Nafco 2,893 1,000 Namura Shipbuilding 4,097 600 NEC Mobiling 9,346 3,000 NHK Spring 13,721 800 Nihon Eslead 2,791 1,000 Nihon Parkerizing 8,326 3,000 Nihon Yamamura Glass 5,841 7,500 Nippin Coke & Engineering 7,986 2,000 Nippon Denko 8,498 5 Nippon Residential Investment REIT 5,552 1,000 Nippon Seiki 8,975 2,000 Nippon Soda 6,531 7,000 Nippon Steel 23,426 3,000 Nippon Steel Trading 4,046 600 Nippon Telegraph & Telephone 22,391 2,000 Nissan Shatai 12,554 3,000 Nissin 5,415 500 Nitta 5,694 700 Nittan Valve 1,973 1,200 NS Solutions 13,909 5,000 NSK 22,158 7 Okinawa Cellular Telephone 11,202 2,000 OKUMA 8,701 400 Osaka Steel 6,409 600 Otsuka 22,209 600 Otsuka Kagu 4,430 22 Pacific Golf Group International Holdings 9,114 2,000 Pacific Industrial 5,801 7 Pasona Group 3,177 2,000 Riken 5,253 2,000 Ryoden Trading 8,032 1,100 Ryosan 23,202 600 Sanei-International 3,760 1,200 Sanoh Industrial 4,855 700 Sanshin Electronics 4,323 900 Sato Shoji 4,691 1,000 Sekisui Jushi 6,602 1,000 Shinko Plantech 6,592 400 Shinko Shoji 2,580 The accompanying notes are an integral part of the financial statements. 26 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ 4,000 Shinsho 6,166 1,100 Sorun 4,384 700 Star Micronics 5,672 6,000 Sumikin Bussan 12,291 8 Tact Home 1,541 4,000 Taihei Kogyo 13,021 1,100 Taiho Kogyo 7,675 400 Takachiho Electric 2,998 700 Takeda Pharmaceutical 24,845 1,000 Takefuji 5,344 300 Takeuchi Manufacturing 2,099 4,000 Takisawa Machine Tool 3,123 2,000 TBK 2,900 1,000 Tokai Lease 1,318 100 Token 2,337 4,000 Tomoku 7,180 7,000 Topy Industries 10,790 2,000 Toshiba Machine 5,922 1,400 Toyo Machinery & Metal 1,888 2,500 Toyota Tsusho 29,257 1,700 Unipres 12,378 200 USC 1,629 1,000 Yachiyo Industry 6,571 100 Yamato Kogyo 2,266 1,700 Yamazen 4,879 300 Yorozu 2,632 600 Yusen Air & Sea Service 6,936 ------------ 964,566 LIECHTENSTEIN - 0.1% 225 Liechtenstein Landesbank 11,042 ------------ LUXEMBOURG - 0.2% 579 ArcelorMittal 13,782 ------------ MALAYSIA - 0.2% 16,100 DRB-Hicom 4,502 5,300 Lingui Development 1,207 7,800 OSK Holdings 2,675 1,418 OSK Property Holdings 185 14,000 Titan Chemicals 3,226 11,300 Unisem M 2,636 ------------ 14,431 MEXICO - 0.8% 700 America Movil ADR, Series L 22,995 1,800 Cemex ADR (3) 13,464 38 Gruma Class B (3) 23 2,500 Grupo Modelo 7,293 900 Telefonos de Mexico ADR 14,400 ------------ 58,175 NETHERLANDS - 3.4% 2,705 Aegon 13,951 85 Corio 3,797 313 Draka Holding 3,368 Shares Value $ - ---------- ------------ 1,291 European Aeronautic Defence and Space 18,779 695 Heineken Holding 16,516 1,662 ING Groep 15,574 253 KAS Bank 3,138 779 Koninklijke DSM 24,327 461 Nieuwe Steen Investments Funds REIT 7,023 1,063 OCE 6,761 1,363 Royal Dutch Shell Class A Shares 31,691 1,507 Royal Dutch Shell Class B Shares 34,682 2,175 Royal KPN 26,200 2,249 SNS Reaal 12,848 565 USG People 5,355 446 Vastned Offices/Industrial REIT 5,148 235 Vastned Retail REIT 10,380 447 Wavin 1,267 105 Wereldhave REIT 7,233 ------------ 248,038 NEW ZEALAND - 1.0% 13,956 Air New Zealand 8,282 11,425 AMP NZ Office Trust REIT 5,166 3,227 Fisher & Paykel Appliances Holdings 839 7,611 Fletcher Building 28,822 8,052 ING Property Trust REIT 2,549 13,558 Telecom Corp. of New Zealand 21,609 5,580 Vector 6,812 ------------ 74,079 NORWAY - 1.1% 8,800 Acta Holding 2,976 2,000 Norwegian Property 2,419 2,880 SpareBank 1 SMN 13,161 1,039 Sparebank 1 SR Bank 3,767 800 Sparebanken 1 Nord-Norge 7,311 350 Sparebanken More 8,503 1,607 StatoilHydro 30,549 2,200 Veidekke 10,589 ------------ 79,275 PHILIPPINES - 0.2% 1,000 Globe Telecom 17,066 ------------ POLAND - 0.3% 4,052 Telekomunikacja Polska 21,419 ------------ PORTUGAL - 0.5% 1,784 Portugal Telecom 13,707 5,163 Redes Energeticas Nacionais 21,411 ------------ 35,118 RUSSIA - 0.5% 600 Mobile Telesystems ADR 19,884 1,500 Vimpel-Communications ADR 14,130 ------------ 34,014 The accompanying notes are an integral part of the financial statements. 27 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ SINGAPORE - 3.7% 17,000 Beyonics Technology 1,493 8,000 CapitaCommercial Trust REIT 4,621 14,000 Cosco Singapore 9,648 2,500 DBS Group Holdings 16,046 9,000 Frasers Commercial Trust 1,034 18,000 Hi-P International 6,324 3,000 Jardine Cycle & Carriage 28,944 18,000 Jurong Technologies Industrial (1)(2) -- 26,000 K1 Ventures 2,108 7,000 Keppel 28,282 5,473 Kim Eng Holdings 5,509 18,800 MobileOne 18,672 10,000 SembCorp Industries 18,445 3,733 Singapore Airlines 26,987 6,000 Singapore Petroleum 13,621 16,000 Singapore Telecommunications 27,674 24,000 StarHub 29,673 11,000 UOL Group 16,499 4,000 Venture 16,107 2,000 Wing Tai Holdings 1,189 ------------ 272,876 SOUTH AFRICA - 0.2% 1,598 Remgro 13,703 ------------ SOUTH KOREA - 0.8% 160 Cambridge Members 1,195 2,000 Dae Won Kang Up 2,678 310 Global & Yuasa Battery 7,234 210 Husteel 3,174 160 INTOPS 3,120 190 Kolon Engineering & Construction 1,250 160 Korea Development 902 86 Nong Shim Holdings 3,906 210 Pusan City Gas 3,453 2,500 Seowon 1,214 1,100 SK Telecom ADR 17,237 580 SL (3) 1,640 273 S-Oil 12,806 ------------ 59,809 SPAIN - 3.2% 1,806 Banco Bilbao Vizcaya Argentaria 19,775 3,310 Banco Santander Central Hispano 31,822 265 Bolsas y Mercados Espanoles 7,464 247 Cementos Portland Valderrivas 7,470 5,153 Criteria Caixacorp 19,421 1,831 Gas Natural SDG 29,298 2,146 Gestevision Telecinco 20,348 1,827 Laboratorios Almirall 16,646 9,049 Mapfre 25,967 1,285 Repsol 24,589 1,528 Telefonica 29,117 1,350 Tubos Reunidos 3,481 ------------ 235,398 Shares Value $ - ---------- ------------ SWEDEN - 1.9% 400 AddTech 4,277 750 Axfood 15,714 1,800 BE Group 6,155 1,000 D Carnegie (1)(2)(3) -- 1,700 Fabege 7,250 1,300 NCC Class B Shares 11,557 600 Ratos Class B Shares 10,407 2,832 Ssab Svenskt Stal 27,378 1,900 Svenska Cellulosa Class B Shares 18,545 1,700 Swedbank 9,766 6,000 TeliaSonera 28,424 ------------ 139,473 SWITZERLAND - 3.1% 159 Baloise Holding 11,802 144 Bellevue Group 5,111 7,509 Ferrexpo 16,316 541 Gottex Fund Management Holdings (3) 2,930 82 Helvetia Holding 21,396 200 Partners Group Holding 17,527 193 Roche Holding 24,440 658 Schindler Holding 34,800 15 Schweizerische National-Versicherungs Gesellschaft 6,520 257 Swiss Life Holding 20,123 107 Swisscom 28,037 36 Valora Holding 6,310 185 Zurich Financial Services 34,727 ------------ 230,039 TAIWAN - 3.2% 12,000 Asustek Computer 15,916 1,254 AU Optronics ADR 13,606 47,000 Chunghwa Picture Tubes 7,848 104 Chunghwa Telecom ADR 1,966 2,100 Compal Communications 1,617 30,300 Compal Electronics 25,754 7,000 Dah San Electric Wire & Cable 1,853 10,000 Evergreen Marine Taiwan 4,991 18,582 Far EasTone Telecommunications 21,162 9,000 First Financial Holding 4,764 715 First Insurance 231 4,000 Formosa Chemicals & Fibre 6,364 7,000 Formosa Petrochemical 16,282 53,000 HannStar Display 12,264 19,550 Inventec 9,816 18,050 Lite-On Technology 14,468 7,000 Marketech International 2,393 3,150 Mirle Automation 2,139 15,713 Mitac International 7,272 12,339 POU Chen 7,334 3,150 Promate Electronic 1,682 15,780 Quanta Computer 23,579 5,249 Sunplus Technology 2,628 The accompanying notes are an integral part of the financial statements. 28 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ 9,000 Taiwan Mobile 14,183 6,000 U-Ming Marine Transport 10,853 16,575 Universal Scientific Industrial 5,314 1,000 Yieh Phui Enterprise 324 ------------ 236,603 THAILAND - 0.6% 4,700 Bangkok Bank 11,440 2,600 Electricity Generating 5,037 8,000 Hana Microelectronics 2,748 20,900 MCS Steel 1,436 3,800 Padaeng Industry 1,445 5,100 Precious Shipping 1,838 1,900 PTT 10,220 4,400 Regional Container Lines 862 11,800 Thai Plastic & Chemical 5,660 5,900 Thanachart Capital 1,876 ------------ 42,562 TURKEY - 0.3% 6,916 Turk Telekomunikasyon (3) 19,035 ------------ UNITED KINGDOM - 9.6% 6,557 Ashmore Group 21,928 840 AstraZeneca 29,612 3,387 Aviva 15,795 1,384 Barratt Developments 2,864 6,061 Beazley Group 9,093 1,306 BHP Billiton 27,489 11,973 Booker Group 5,265 4,623 BP 32,971 4,137 Brit Insurance Holdings 11,328 920 British Polythene Industries 1,785 14,319 BT Group 19,895 1,162 Capital & Regional 593 869 Carnival 24,084 13,212 Charlemagne Capital 2,295 15,076 Chaucer Holdings 9,192 6,947 Clinton Cards 1,746 1,805 Close Brothers Group 16,782 1,586 Dawson Holdings 264 3,775 Drax Group 28,792 5,794 DS Smith 6,659 10,514 Electrocomponents 24,671 11,520 Ennstone (1)(2) -- 3,174 Eurasian Natural Resources 27,914 2,304 Euromoney Institutional Investor 8,582 7,196 Filtrona 12,764 1,862 GlaxoSmithKline 28,871 19,903 Hays 26,550 4,207 Home Retail Group 15,655 2,800 HSBC Holdings 19,782 1,649 Interior Services Group 3,193 2,985 Investec 14,450 6,366 Johnston Press 1,153 Shares Value $ - ---------- ------------ 3,355 Kazakhmys 26,531 11,027 Kcom Group 4,401 1,407 Keller Group 12,374 9,716 Kesa Electricals 19,136 1,481 Land Securities Group 12,314 19,526 Legal & General Group 16,826 4,730 Lloyds TSB Group 7,830 9,172 Man Group 34,367 2,706 Marston's 6,850 2,271 McBride 4,229 238 Mondi 623 191 Northgate 414 10,545 Pendragon 2,182 3,473 Raymarine 860 2,270 Renishaw 12,977 10,947 RSA Insurance Group 21,229 936 Segro 332 3,427 Severfield-Rowen 11,195 2,786 Sthree 9,451 665 Travis Perkins 6,925 3,038 TT electronics 1,280 876 Unilever 17,169 930 UTV Media 955 11,512 Vodafone Group 21,219 24,233 Woolworths Group (1)(2) -- 1,140 WSP Group 4,583 4,296 Yell Group 2,524 ------------ 710,793 ------------ TOTAL COMMON STOCK (Cost $9,852,886) 7,198,826 ------------ PREFERRED STOCK - 0.6% BRAZIL - 0.4% 900 AES Tiete 7,461 200 Centrais Eletricas de Santa Catarina Class B 2,877 300 Cia Energetica do Ceara Class A 3,418 320 Eletropaulo Metropolitana Eletricidade de Sao Paulo Class B 4,180 900 Telegraph Norte Leste Participacoes 14,132 ------------ 32,068 GERMANY - 0.2% 206 Dyckerhoff 11,237 918 ProSiebenSat.1 Media 2,671 ------------ 13,908 ------------ TOTAL PREFERRED STOCK (Cost $69,387) 45,976 ------------ RIGHTS - 0.0% BELGIUM - 0.0% 1,604 Fortis (1)(2) (Cost $ --) -- ------------ The accompanying notes are an integral part of the financial statements. 29 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONCLUDED) APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ SHORT-TERM INVESTMENT (4) - 1.7% 123,376 JPMorgan U.S. Government Money Market Fund, 0.270% (Cost $123,376) 123,376 ------------ TOTAL INVESTMENTS - 99.8% (Cost $10,045,649) 7,368,178 ------------ OTHER ASSETS LESS LIABILITIES - 0.2% 12,122 ------------ NET ASSETS - 100.0% $7,380,300 ============ (1) Security is fair valued. (2) Security considered illiquid. On April 30, 2009 the value of these securities amounted to $18,716 representing 0.3% of the net assets of the Fund. (3) Denotes non-income producing security. (4) The rate shown represents the 7-day current yield as of April 30, 2009. ADR - American Depositary Receipt LP - Limited Partnership REIT - Real Estate Investment Trust Amounts designated as "--" are $0 or rounded to $0. The accompanying notes are an integral part of the financial statements. 30 SCHRODER EMERGING MARKET EQUITY FUND SCHEDULE OF INVESTMENTS APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ COMMON STOCK - 92.7% BRAZIL - 11.3% 21,300 Banco Bradesco ADR 261,564 1,265 Banco Itau Holding Financeira ADR 17,594 3,100 Brasil Telecom Participacoes 89,283 1,800 Cia Brasileira de Distribuicao Grupo Pao de Acucar ADR 58,122 8,425 Cia de Concessoes Rodoviarias 100,991 3,400 Cia Siderurgica Nacional ADR 62,968 1,800 Cia Vale do Rio Doce 29,977 6,300 Cia Vale do Rio Doce ADR 104,013 26,100 Cia Vale do Rio Doce Special ADR 358,353 24,691 Itau Unibanco Banco Multiplo ADR 339,004 6,000 Petroleo Brasileiro 101,157 23,100 Petroleo Brasileiro ADR 623,238 6,200 Tele Norte Leste Participacoes ADR 96,410 13,200 Weg 84,489 ------------ 2,327,163 CHILE - 1.4% 1,500 Banco Santander Chile ADR 53,115 9,200 Enersis ADR 137,908 2,800 Sociedad Quimica y Minera de Chile ADR 88,228 ------------ 279,251 CHINA - 13.7% 1,056,000 Bank of China 395,174 134,000 China Communications Construction Class H 161,502 240,000 China Communications Services Class H 142,461 366,000 China Construction Bank Class H 213,474 74,000 China Life Insurance Class H 261,165 148,000 China National Building Material Class H 313,971 324,000 China Petroleum & Chemical Class H 254,200 75,000 China Shanshui Cement Group (1) 42,100 78,000 Golden Eagle Retail Group 63,008 647,000 Industrial & Commercial Bank of China Class H 372,362 63,000 Parkson Retail Group 80,076 49,000 Ping An Insurance Group of China Class H 306,665 203,500 Sino- Ocean Land Holdings 151,256 121,000 Uni-President China Holdings (1) 61,050 ------------ 2,818,464 CZECH REPUBLIC - 0.6% 1,924 CEZ 79,485 2,174 Telefonica O2 Czech Republic 46,896 ------------ 126,381 EGYPT - 2.5% 6,414 Commercial International Bank 45,304 Shares Value $ - ---------- ------------ 20,670 Egyptian Financial Group-Hermes Holding 74,980 6,465 Orascom Construction Industries 183,160 500 Orascom Construction Industries GDR 29,150 12,262 Orascom Telecom Holding 69,779 38,961 Telecom Egypt 110,961 ------------ 513,334 HONG KONG - 7.2% 42,000 Beijing Enterprises Holdings 185,625 73,000 China Mengniu Dairy 130,937 61,500 China Mobile 534,093 380,000 CNOOC 426,118 206,000 Denway Motors 86,924 441,140 Franshion Properties China 119,542 ------------ 1,483,239 HUNGARY - 0.4% 677 Richter Gedeon 88,876 ------------ INDIA - 6.8% 14,400 ICICI Bank ADR 297,072 10,400 Infosys Technologies ADR 320,424 48,803 ITC GDR 184,251 16,450 Mahindra & Mahindra GDR 160,424 5,800 Reliance Industries GDR (2) 441,960 ------------ 1,404,131 INDONESIA - 3.8% 43,500 Astra International 74,078 303,500 Bank Rakyat Indonesia 166,537 204,500 Indosat 108,344 551,500 Perusahaan Gas Negara 135,658 122,500 Tambang Batubara Bukit Asam 110,099 237,000 Telekomunikasi Indonesia 176,012 ------------ 770,728 ISRAEL - 2.9% 13,009 Bank Hapoalim (1) 30,091 6,169 Bezeq Israeli Telecommunication 9,745 4,217 Israel Chemicals 35,488 4,738 Makhteshim-Agan Industries 21,132 20,745 Shufersal 68,635 9,700 Teva Pharmaceutical Industries ADR 425,733 ------------ 590,824 MALAYSIA - 1.9% 52,500 Bumiputra-Commerce Holdings 118,782 31,900 IJM 44,828 16,000 Kuala Lumpur Kepong 52,164 97,200 PLUS Expressways 90,152 35,400 Telekom Malaysia 38,007 26,300 Tenaga Nasional 54,330 ------------ 398,263 The accompanying notes are an integral part of the financial statements. 31 SCHRODER EMERGING MARKET EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ MEXICO - 1.3% 4,639 America Movil ADR, Series L 152,391 2,900 Cemex ADR (1) 21,692 6,500 Grupo Televisa ADR 100,620 ------------ 274,703 PHILIPPINES - 0.4% 1,910 Philippine Long Distance Telephone 86,854 ------------ RUSSIA - 7.2% 7,150 LUKOIL ADR 315,458 11,866 MMC Norilsk Nickel ADR 98,844 7,800 Mobile Telesystems ADR 258,492 850 NovaTek OAO GDR 30,175 35,443 OAO Gazprom ADR 633,721 25,200 Rosneft Oil GDR 132,300 138 Sberbank GDR 18,933 ------------ 1,487,923 SOUTH AFRICA - 7.4% 7,505 AngloGold Ashanti 232,384 130,564 FirstRand 201,521 9,003 Impala Platinum Holdings 174,470 23,235 MTN Group 305,037 9,733 Naspers Class N Shares 200,093 28,089 Raubex Group 73,088 6,018 Sasol 183,636 14,889 Standard Bank Group 145,280 ------------ 1,515,509 SOUTH KOREA - 10.2% 9,300 Daegu Bank 64,161 2,710 Hyundai Development 84,886 1,482 Hyundai Engineering & Construction 70,212 2,050 Hyundai Mobis 157,643 2,123 Hyundai Motor 113,881 2,673 KB Financial Group 83,204 2,017 KT&G 111,512 1,194 LG Chem 132,303 3,750 LG Display 91,915 14,050 LG Telecom 99,131 476 POSCO 147,981 892 Samsung Electronics 413,519 508 Samsung Electronics GDR (2) 115,316 2,530 Samsung Heavy Industries 60,229 6,850 Shinhan Financial Group 170,043 161 Shinsegae 57,554 769 SK Telecom 110,502 ------------ 2,083,992 TAIWAN - 8.8% 76,000 AU Optronics 78,736 41,000 Cathay Financial Holding 45,948 14,350 Cathay Financial Holding GDR 160,753 265,000 Chinatrust Financial Holding 121,438 8,568 Chunghwa Telecom ADR 161,935 70,713 HON HAI Precision Industry GDR 427,814 Shares Value $ - ---------- ------------ 14,596 Siliconware Precision Industries ADR 109,032 162,000 Taiwan Cement 154,846 50,831 Taiwan Semiconductor Manufacturing ADR 537,284 ------------ 1,797,786 THAILAND - 1.3% 24,900 Advanced Info Service 55,836 20,100 Bangkok Bank 48,924 26,200 PTT Exploration & Production (1) 76,971 46,700 Siam Commercial Bank 77,546 ------------ 259,277 TURKEY - 3.6% 2,685 BIM Birlesik Magazalar 73,897 5,973 Tupras Turkiye Petrol Rafine 59,778 42,182 Turk Telekomunikasyon (1) 116,095 7,909 Turkcell Iletisim Hizmet 40,567 84,377 Turkiye Garanti Bankasi 177,336 36,448 Turkiye Halk Bankasi 127,672 47,068 Turkiye Is Bankasi Class C 136,019 ------------ 731,364 TOTAL COMMON STOCK (Cost $20,327,292) 19,038,062 ------------ PREFERRED STOCK - 3.1% BRAZIL - 3.1% 2,000 Banco Bradesco 24,889 6,979 Bradespar 87,297 1,500 Cia de Bebidas das Americas 84,447 7,449 Cia Energetica de Minas Gerais 90,140 2,400 Cia Vale do Rio Doce Class A 33,754 4,943 Eletropaulo Metropolitana Eletricidade de Sao Paulo Class B 64,566 4,100 Petroleo Brasileiro 55,562 700 Telegraph Norte Leste Participacoes 10,992 5,500 Ultrapar Participacoes 153,926 1,787 Usinas Siderurgicas de Minas Gerais Class A 26,547 ------------ TOTAL PREFERRED STOCK (Cost $706,795) 632,120 ------------ INVESTMENT COMPANY - 0.6% 12,142 iShares MSCI Taiwan Index Fund (Cost $119,688) 124,091 ------------ EQUITY-LINKED WARRANT (2)(3) - 0.4% RUSSIA - 0.4% 102,220 Sberbank Savings Bank of the Russian Federation Expires 02/28/18 (Cost $214,649) 84,843 ------------ RIGHTS - 0.0% BRAZIL - 0.0% 5 Ambev (Cost $--) 65 ------------ The accompanying notes are an integral part of the financial statements. 32 SCHRODER EMERGING MARKET EQUITY FUND SCHEDULE OF INVESTMENTS (CONCLUDED) APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ SHORT-TERM INVESTMENT (4) - 3.3% 677,942 JPMorgan U.S. Government Money Market Fund, 0.270% (Cost $677,942) 677,942 ------------ TOTAL INVESTMENTS - 100.1% (Cost $22,046,366) 20,557,123 ------------ OTHER ASSETS LESS LIABILITIES - (0.1)% (25,059) ------------ NET ASSETS - 100.0% $ 20,532,064 ============ (1) Non-income producing security. (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 April 30, 2009, the value of these securities amounted to $642,119, representing 3.1% of the net assets of the Fund. (3) Securities are not readily marketable. (4) The rate shown represents the 7-day current yield as of April 30, 2009. ADR - American Depositary Receipt GDR - Global Depositary Reciept MSCI - Morgan Stanley Capital International The accompanying notes are an integral part of the financial statements. 33 SCHRODER U.S. OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ COMMON STOCK - 90.1% AUTO & TRANSPORTATION - 2.8% 37,900 BorgWarner 1,097,205 68,900 Kansas City Southern (1) 1,050,725 18,500 Republic Airways Holdings (1) 132,460 78,900 Thor Industries 1,813,911 ------------ 4,094,301 CONSUMER DISCRETIONARY - 18.4% 128,700 Ambassadors Group 1,570,140 19,200 Capella Education (1) 986,496 79,300 Central Garden & Pet (1) 762,866 65,900 Central Garden & Pet Class A (1) 597,713 50,800 Children's Place (1) 1,444,752 160,300 Clear Channel Outdoor Holdings Class A (1) 615,552 110,900 Geo Group (1) 1,844,267 67,000 Healthcare Services Group 1,197,960 128,200 Home Inns & Hotels Management ADR (1) 1,766,596 239,000 Internap Network Services (1) 664,420 40,400 Lamar Advertising Class A (1) 682,760 156,700 LKQ (1) 2,660,766 19,400 Men's Wearhouse 361,616 56,500 Pinnacle Entertainment (1) 705,120 45,300 Regis 867,042 53,100 Rent-A-Center (1) 1,022,175 210,700 Scientific Games Class A (1) 3,685,143 100,900 Shuffle Master (1) 384,429 32,100 Sonic (1) 350,532 55,000 Standard Parking (1) 838,200 123,500 Waste Connections (1) 3,183,830 16,100 Watson Wyatt Worldwide Class A 854,105 ------------ 27,046,480 CONSUMER STAPLES - 4.2% 19,600 Boston Beer Class A (1) 521,360 16,900 Diamond Foods 442,611 66,000 NBTY (1) 1,710,060 47,400 Sanderson Farms 1,891,260 69,400 United Natural Foods (1) 1,580,932 ------------ 6,146,223 FINANCIAL SERVICES - 17.3% 75,073 Argo Group International Holdings (1) 2,101,293 20,600 Bank of Hawaii 723,884 23,100 Berkshire Hills Bancorp 521,136 84,000 Brookline Bancorp 833,280 281,000 Chimera Investment REIT 991,930 176,200 Conseco (1) 281,920 20,143 Cullen/Frost Bankers 948,534 85,520 CVB Financial 513,975 14,000 Digital Realty Trust REIT 504,140 146,600 Euronet Worldwide (1) 2,371,988 106,800 Genpact (1) 956,928 Shares Value $ - ---------- ------------ 31,250 H&E Equipment Services (1) 235,312 28,408 Health Care REIT 967,861 48,500 Huron Consulting Group (1) 2,325,575 47,400 Investment Technology Group (1) 1,079,772 68,800 Investors Real Estate Trust REIT 636,400 52,800 Lazard LP 1,441,440 62,600 National Retail Properties REIT 1,110,524 141,800 Online Resources (1) 608,322 103,100 Reinsurance Group of America Class A 3,277,549 22,100 SVB Financial Group (1) 458,796 45,000 Westamerica Bancorporation 2,413,350 ------------ 25,303,909 HEALTH CARE - 13.3% 36,700 AMERIGROUP (1) 1,096,229 75,200 Amsurg (1) 1,544,608 22,800 athenahealth (1) 725,040 224,000 Bruker (1) 1,473,920 28,700 Centene (1) 527,219 73,600 Cepheid (1) 713,920 42,100 Cooper 1,210,375 6,900 Dendreon (1) 146,280 16,600 Haemonetics (1) 857,058 100,200 Health Management Associates (1) 467,934 31,600 HMS Holdings (1) 947,368 13,000 Immucor (1) 211,770 47,000 Luminex (1) 771,270 31,800 Perrigo 824,256 211,200 PSS World Medical (1) 3,066,624 38,000 Seattle Genetics (1) 350,740 132,000 Skilled Healthcare Group Class A (1) 1,152,360 33,000 Sun Healthcare Group (1) 279,510 17,200 Techne 984,184 80,000 Vivus (1) 320,800 28,400 Volcano (1) 374,596 42,300 West Pharmaceutical Services 1,381,095 ------------ 19,427,156 MATERIALS & PROCESSING - 7.4% 26,900 Airgas 1,159,928 31,400 Brush Engineered Materials (1) 531,288 143,500 Cabot 2,095,100 29,200 Clean Harbors (1) 1,462,920 113,300 Nova Chemicals 653,741 37,600 PAN American Silver (1) 619,648 41,700 Perini (1) 721,410 16,400 Royal Gold 593,024 10,900 Schnitzer Steel Industries Class A 540,204 44,000 ShawCor Class A 803,956 50,700 Sonoco Products 1,237,587 51,400 Wausau Paper 448,722 ------------ 10,867,528 The accompanying notes are an integral part of the financial statements. 34 SCHRODER U.S. OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS (CONCLUDED) APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ OTHER ENERGY - 4.7% 26,600 CARBO Ceramics 816,886 16,200 Dresser-Rand Group (1) 399,006 103,342 Galleon Energy Class A (1) 410,562 57,800 Goodrich Petroleum (1) 1,325,354 135,000 Key Energy Services (1) 592,650 84,200 Plains Exploration & Production (1) 1,588,854 98,300 St. Mary Land & Exploration 1,756,621 ------------ 6,889,933 PRODUCER DURABLES - 3.2% 25,500 Actuant Class A 312,630 62,900 FEI (1) 1,080,622 57,450 IDEX 1,450,613 56,400 Rofin-Sinar Technologies (1) 1,201,884 95,600 Veeco Instruments (1) 692,144 ------------ 4,737,893 TECHNOLOGY - 15.2% 344,000 Anadigics (1) 1,038,880 122,200 Ariba (1) 1,174,342 143,000 Aspen Technology (1) 1,109,680 171,400 Atmel (1) 658,176 80,100 comScore (1) 1,022,076 61,400 F5 Networks (1) 1,674,378 185,200 Gartner (1) 2,502,052 126,700 Harmonic (1) 928,711 130,300 Informatica (1) 2,071,770 127,300 Intermec (1) 1,537,784 136,860 Parametric Technology (1) 1,525,989 100,600 PMC - Sierra (1) 796,752 26,200 QLogic (1) 371,516 17,200 Scansource (1) 425,012 67,800 Semtech (1) 977,676 252,700 SonicWALL (1) 1,372,161 23,100 Standard Microsystems (1) 366,366 29,100 Syniverse Holdings (1) 366,660 184,800 Vishay Intertechnology (1) 1,084,776 113,700 Volterra Semiconductor (1) 1,306,413 ------------ 22,311,170 UTILITIES - 3.6% 36,700 Cleco 774,003 70,200 NorthWestern 1,468,584 73,000 Portland General Electric 1,333,710 31,900 UIL Holdings 736,571 39,100 Unisource Energy 1,029,112 ------------ 5,341,980 TOTAL COMMON STOCK (Cost $143,903,238) 132,166,573 ------------ Shares Value $ - ---------- ------------ SHORT-TERM INVESTMENT (2) - 9.1% 13,415,201 JPMorgan U.S. Government Money Market Fund, 0.270% (Cost $13,415,201) 13,415,201 ------------ TOTAL INVESTMENTS - 99.2% (Cost $157,318,439) 145,581,774 ------------ OTHER ASSETS LESS LIABILITIES - 0.8% 1,130,790 ------------ NET ASSETS 100.0% $146,712,564 ============ (1) Denotes non-income producing security. (2) The rate shown represents the 7-day current yield as of April 30, 2009. ADR - American Depositary Receipt REIT - Real Estate Investment Trust The accompanying notes are an integral part of the financial statements. 35 SCHRODER U.S. SMALL AND MID CAP OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ COMMON STOCK - 88.2% AUTO & TRANSPORTATION - 1.8% 3,300 Genuine Parts 112,068 6,700 Wabtec 255,538 ------------ 367,606 CONSUMER DISCRETIONARY - 15.0% 5,500 Copart (1) 172,645 14,000 Corrections Corp. of America (1) 197,820 4,800 DeVry 204,288 10,700 Dick's Sporting Goods (1) 203,300 12,700 Interpublic Group of Cos. (1) 79,502 4,700 Lamar Advertising Class A (1) 79,430 1,900 Magna International Class A 64,524 20,600 Monster Worldwide (1) 284,280 4,200 Regis 80,388 28,800 Republic Services 604,800 8,300 Ross Stores 314,902 25,500 Scientific Games Class A (1) 445,995 8,000 VeriSign (1) 164,640 2,500 Watson Wyatt Worldwide Class A 132,625 ------------ 3,029,139 CONSUMER STAPLES - 2.0% 7,400 NBTY (1) 191,734 8,000 Ruddick 205,280 ------------ 397,014 FINANCIAL SERVICES - 14.6% 4,700 Annaly Capital Management REIT 66,129 3,300 Bank of Hawaii 115,962 5,700 Cullen/Frost Bankers 268,413 2,000 Dun & Bradstreet 162,800 5,600 Federated Investors 128,128 2,600 Global Payments 83,356 7,000 HCC Insurance Holdings 167,440 6,100 Health Care REIT 207,827 4,800 Huron Consulting Group (1) 230,160 7,200 Lazard LP 196,560 4,200 M&T Bank 220,290 7,000 People's United Financial 109,340 15,700 Reinsurance Group of America Class A 499,103 15,000 SLM (1) 72,450 3,200 Westamerica Bancorporation 171,616 10,400 WR Berkley 248,664 ------------ 2,948,238 HEALTH CARE - 13.2% 1,600 Alexion Pharmaceuticals (1) 53,472 14,500 DaVita (1) 672,365 10,400 Dentsply International 297,648 7,000 Endo Pharmaceuticals Holdings (1) 115,780 2,900 Gen-Probe (1) 139,664 3,400 Hospira (1) 111,758 1,400 Inverness Medical Innovations (1) 45,206 8,100 Life Technologies (1) 302,130 16,800 Mylan (1) 222,600 Shares Value $ - ---------- ------------ 10,000 Omnicare 257,100 3,900 Perrigo 101,088 5,500 Pharmaceutical Product Development 107,855 1,200 Techne 68,664 4,800 West Pharmaceutical Services 156,720 ------------ 2,652,050 MATERIALS & PROCESSING - 10.0% 2,700 Airgas 116,424 14,200 Albemarle 380,844 18,400 Cabot 268,640 5,300 Celanese 110,452 3,400 Commercial Metals 50,592 9,600 Crown Holdings (1) 211,680 1,400 Jacobs Engineering Group (1) 53,256 20,100 Pactiv (1) 439,386 3,000 PAN American Silver (1) 49,440 1,200 Royal Gold 43,392 1,900 Schnitzer Steel Industries Class A 94,164 5,600 ShawCor Class A 102,321 10,770 Yamana Gold 85,191 ------------ 2,005,782 OTHER ENERGY - 4.4% 7,900 Concho Resources (1) 216,618 2,400 Dresser-Rand Group (1) 59,112 11,300 Exterran Holdings (1) 233,345 2,100 FMC Technologies (1) 71,883 14,300 Galleon Energy Class A (1) 56,812 13,200 Plains Exploration & Production (1) 249,084 ------------ 886,854 PRODUCER DURABLES - 3.0% 2,600 Dover 80,028 11,650 IDEX 294,163 11,200 Zebra Technologies (1) 238,000 ------------ 612,191 TECHNOLOGY - 18.7% 8,000 Adtran 169,200 33,700 Amdocs (1) 705,341 48,600 Brocade Communications Systems (1) 280,908 9,900 Citrix Systems (1) 282,447 4,100 Concur Technologies (1) 110,987 7,900 Data Domain (1) 130,982 10,700 F5 Networks (1) 291,789 28,400 Integrated Device Technology (1) 154,212 11,800 Intersil Class A 136,880 20,700 Macrovision Solutions (1) 418,554 8,200 Microchip Technology 188,600 11,900 NetApp (1) 217,770 13,500 Parametric Technology (1) 150,525 19,800 SAIC (1) 358,380 13,454 Seagate Technology 109,785 7,900 Skyworks Solutions (1) 69,836 ------------ 3,776,196 The accompanying notes are an integral part of the financial statements. 36 SCHRODER U.S. SMALL AND MID CAP OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS (CONCLUDED) APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ UTILITIES - 5.5% 6,200 Cleco 130,758 8,600 NV Energy 88,150 13,100 NeuStar (1) 249,031 11,100 NII Holdings (1) 179,376 6,400 Northeast Utilities 134,528 11,000 Portland General Electric 200,970 12,900 tw telecom (1) 118,551 ------------ 1,101,364 ------------ TOTAL COMMON STOCK (Cost $17,697,586) 17,776,434 ------------ SHORT-TERM INVESTMENT (2) - 12.1% 2,445,357 JPMorgan U.S. Government Money Market Fund, 0.270% (Cost $2,445,357) 2,445,357 ------------ TOTAL INVESTMENTS - 100.3% (Cost $20,142,943) 20,221,791 ------------ OTHER ASSETS LESS LIABILITIES - (0.3)% (65,028) ------------ NET ASSETS - 100.0% $ 20,156,763 ============ (1) Denotes non-income producing security. (2) The rate shown represents the 7-day current yield as of April 30, 2009. REIT -- Real Estate Investment Trust The accompanying notes are an integral part of the financial statements. 37 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ COMMON STOCK - 99.5% BERMUDA - 1.4% 43,952 Accenture Class A 1,293,507 17,353 ACE 803,791 9,300 Allied World Assurance Holdings 345,402 7,800 Aspen Insurance Holdings 183,924 20,700 Axis Capital Holdings 510,048 9,504 Endurance Specialty Holdings 248,625 19,800 Invesco 291,456 26,604 Nabors Industries (1) 404,647 12,800 Nordic American Tanker Shipping 415,616 12,700 Platinum Underwriters Holdings 365,379 ------------ Total Bermuda 4,862,395 ------------ CANADA - 7.8% 25,278 AGF Management Class B 243,648 6,500 Agnico-Eagle Mines 287,382 15,016 Agrium 644,388 31,442 Bank of Montreal 1,040,951 43,433 Bank of Nova Scotia 1,235,534 32,307 Barrick Gold 935,552 18,900 Baytex Energy Trust 261,378 5,550 Bell Aliant Regional Communications Income Fund (1)(2)(3)(4) 110,944 33,800 CAE 215,305 4,200 Canadian Imperial Bank of Commerce 188,579 28,121 Canadian National Railway 1,137,002 23,698 Canadian Natural Resources 1,092,639 20,102 Canadian Oil Sands Trust 415,148 7,800 Cogeco Cable 191,225 8,658 Davis & Henderson Income Fund 99,780 7,826 Empire Class A 326,920 7,000 Enbridge 216,202 11,830 EnCana 542,270 600 Fairfax Financial Holdings 158,713 11,054 George Weston 548,762 40,910 Goldcorp 1,118,502 31,656 Great-West Lifeco 543,652 15,188 Harry Winston Diamond 63,777 20,551 Husky Energy 497,971 10,700 IGM Financial 319,000 9,935 Industrial Alliance Insurance and Financial Services 199,183 29,000 Loblaw 781,452 28,637 Manulife Financial 487,724 21,105 Methanex 243,050 11,600 Metro 359,735 7,900 National Bank of Canada 289,024 55,541 Nexen 1,057,658 11,500 Pembina Pipeline Income Fund 129,641 18,345 Penn West Energy Trust 201,271 22,510 Petro-Canada 710,524 3,800 Potash Corp. of Saskatchewan 326,460 19,000 Power Corp. of Canada 355,285 21,500 Power Financial 430,144 13,796 Research In Motion (1) 953,151 Shares Value $ - ---------- ------------ 39,864 Rogers Communications Class B 979,643 60,941 Royal Bank of Canada 2,160,594 4,203 Saputo 76,796 32,683 Shaw Communications Class B 506,777 4,768 Shoppers Drug Mart 172,441 22,280 Suncor Energy 560,781 94,400 Talisman Energy 1,182,868 50,280 Teck Cominco (United States) Class B 529,951 16,959 TELUS Class A 394,445 9,000 TMX Group 242,067 42,907 Toronto-Dominion Bank 1,693,839 9,279 Vermilion Energy Trust 209,985 ------------ Total Canada 27,669,713 ------------ CAYMAN ISLANDS - 0.2% 13,388 Garmin 337,243 64,006 Seagate Technology 522,289 ------------ Total Cayman Islands 859,532 ------------ ISRAEL - 0.1% 5,700 Teva Pharmaceutical Industries ADR 250,173 ------------ Total Israel 250,173 ------------ PANAMA - 0.0% 3,400 Copa Holdings 104,210 ------------ Total Panama 104,210 ------------ UNITED STATES - 90.0% ALLIANCE DATA SYSTEMS - 0.1% 19,800 Perot Systems Class A (1) 278,388 19,200 S1 (1) 119,040 ------------ 397,428 AMUSEMENT AND RECREATION SERVICES - 0.1% 6,600 Penn National Gaming (1) 224,532 ------------ APPAREL & ACCESSORY STORES - 1.2% 14,000 Abercrombie & Fitch Class A 378,840 37,135 American Eagle Outfitters 550,341 9,398 Buckle 351,203 5,715 Dress Barn (1) 86,525 22,224 Kohl's (1) 1,007,858 38,239 Limited Brands 436,689 28,978 Nordstrom 655,772 14,126 Ross Stores 535,941 34,800 Wet Seal (1) 132,588 ------------ 4,135,757 APPAREL & OTHER FINISHED PRODUCTS - 0.3% 5,582 PhillipsVan Heusen 162,045 4,278 Polo Ralph Lauren 230,328 10,085 VF 597,738 ------------ 990,111 The accompanying notes are an integral part of the financial statements. 38 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ AUTOMOTIVE DEALERS & GASOLINE SERVICE STATIONS - 0.3% 6,871 Advance Auto Parts 300,606 3,884 Autozone (1) 646,259 ------------ 946,865 BUILDING CONSTRUCTION GENERAL CONTRACTORS - 0.0% 323 NVR (1) 163,235 ------------ BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY & MOBILE HOME DEALERS - 1.2% 78,893 Home Depot 2,076,464 71,883 Lowe's 1,545,484 11,879 Sherwin-Williams 672,827 ------------ 4,294,775 BUSINESS SERVICES - 6.7% 12,600 Actuate (1) 46,620 17,529 Adobe Systems (1) 479,418 9,777 Affiliated Computer Services Class A (1) 473,011 7,897 Alliance Data Systems (1) 330,647 34,167 Automatic Data Processing 1,202,678 5,100 Brink's 144,585 50,700 CA 874,575 20,792 Check Point Software Technologies (1) 481,751 22,412 Computer Sciences (1) 828,348 31,000 Compuware (1) 231,880 12,017 CSG Systems International (1) 174,246 24,800 Earthlink (1) 187,984 8,087 Fair Isaac 136,023 21,301 Fidelity National Information Services 380,223 14,800 Fiserv (1) 552,336 7,749 Google Class A (1) 3,068,372 7,200 H&E Equipment Services (1) 54,216 9,760 Heartland Payment Systems 78,470 3,900 Interactive Data 87,672 19,544 Intuit (1) 452,053 16,862 Lender Processing Services 483,265 2,100 Mantech International Class A (1) 75,999 322,050 Microsoft 6,524,733 2,991 MicroStrategy Class A (1) 116,380 27,423 Omnicom Group 863,002 210,081 Oracle 4,062,967 18,000 Rent-A-Center (1) 346,500 8,345 Robert Half International 200,447 1,936 Sohu.com (1) 100,962 32,832 Total System Services 409,415 12,840 United Online 68,052 12,000 VMware (1) 312,960 ------------ 23,829,790 CHEMICALS & ALLIED PRODUCTS - 10.1% 76,233 Abbott Laboratories 3,190,351 Shares Value $ - ---------- ------------ 11,600 Albemarle 311,112 52,926 Amgen (1) 2,565,323 39,367 Avon Products 895,993 21,471 Bristol-Myers Squibb 412,243 2,582 CF Industries Holdings 186,033 3,391 Colgate-Palmolive 200,069 49,734 Dow Chemical 795,744 44,807 EI Du Pont de Nemours 1,250,115 49,061 Eli Lilly 1,615,088 12,512 Estee Lauder Class A 374,109 19,994 Genzyme (1) 1,066,280 33,902 Gilead Sciences (1) 1,552,712 110,384 Johnson & Johnson 5,779,706 5,414 Lubrizol 233,993 58,874 Merck 1,427,106 7,440 Monsanto 631,582 278,887 Pfizer 3,725,930 119,911 Procter & Gamble 5,928,400 13,700 Schering-Plough 315,374 7,672 Terra Industries 203,308 7,030 USANA Health Sciences (1) 168,087 9,800 Valspar 235,200 66,990 Wyeth 2,840,376 ------------ 35,904,234 COAL MINING - 0.2% 13,600 Arch Coal 189,992 13,832 Natural Resource Partners LP 316,891 ------------ 506,883 COMMUNICATIONS - 4.2% 5,600 Adtran 118,440 235,839 AT&T 6,042,195 7,336 Atlantic Tele-Network 161,979 16,720 CenturyTel 453,948 26,000 Comcast Class A 401,960 44,556 DIRECTV Group (1) 1,101,870 11,703 Embarq 427,862 34,267 Frontier Communications 243,638 39,900 MetroPCS Communications (1) 681,891 11,624 NII Holdings (1) 187,844 20,124 Novatel Wireless (1) 137,849 8,149 NTELOS Holdings 130,221 25,500 Syniverse Holdings (1) 321,300 5,300 Telephone & Data Systems 151,951 12,059 Time Warner Cable 388,662 17,000 TiVo (1) 127,500 130,130 Verizon Communications 3,948,144 ------------ 15,027,254 CONSTRUCTION SPECIAL TRADE CONTRACTORS - 0.1% 5,300 Comfort Systems USA 57,187 20,500 EMCOR Group (1) 426,195 ------------ 483,382 The accompanying notes are an integral part of the financial statements. 39 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ DEPOSITORY INSTITUTIONS - 5.1% 14,814 Associated Banc-Corp 229,173 226,450 Bank of America 2,022,198 17,520 Bank of New York Mellon 446,410 29,298 BB&T 683,815 25,102 Capital One Financial 420,207 116,822 Citigroup 356,307 8,234 City Bank 25,772 9,300 City National 340,380 12,733 Comerica 267,138 1,600 First Citizens BancShares 191,472 9,800 First Midwest Bancorp 86,828 9,800 FirstMerit 190,218 8,600 FNB 64,672 69,200 Huntington Bancshares 193,068 144,363 JPMorgan Chase 4,763,979 6,870 M&T Bank 360,332 11,297 Northern Trust 614,105 22,541 PNC Financial Services Group 894,878 12,300 Prosperity Bancshares 341,571 6,777 State Street 231,299 16,868 Sterling Bancshares 112,172 28,688 SunTrust Banks 414,255 85,251 U.S. Bancorp 1,553,273 16,000 Valley National Bancorp 231,520 142,772 Wells Fargo 2,856,868 16,400 Zions Bancorporation 179,252 ------------ 18,071,162 EATING & DRINKING PLACES - 1.3% 9,121 Brinker International 161,624 2,900 Chipotle Mexican Grill (1) 235,161 11,609 CKE Restaurants 111,098 6,849 Darden Restaurants 253,208 52,881 McDonald's 2,818,028 30,200 Yum! Brands 1,007,170 ------------ 4,586,289 ELECTRIC & OTHER ELECTRICAL EQUIPMENT - 0.2% 14,200 Harmonic (1) 104,086 27,600 NetApp (1) 505,080 16,000 QLogic (1) 226,880 ------------ 836,046 ELECTRIC, GAS & SANITARY SERVICES - 3.5% 24,088 American Electric Power 635,441 31,341 Centerpoint Energy 333,468 29,700 CMS Energy 356,994 13,960 Consolidated Edison 518,335 44 Dominion Resources 1,327 11,547 Edison International 329,205 Shares Value $ - ---------- ------------ 37,900 Energy 388,475 6,800 Energy Transfer Partners LP 268,940 11,400 Entergy 738,378 3,900 Exelon 179,907 23,600 FPL Group 1,269,444 12,600 Kinder Morgan Energy Partners LP 601,776 26,138 MDU Resources Group 459,245 8,300 ONEOK Partners LP 390,100 27,937 PG&E 1,037,021 16,946 Pinnacle West Capital 463,982 10,296 Questar 305,997 11,104 SCANA 335,563 34,208 Southern 987,927 8,600 Southern Union 136,826 24,153 TECO Energy 255,780 4,900 UGI 112,406 19,600 Vectren 434,532 42,600 Waste Management 1,136,142 46,800 Xcel Energy 862,992 ------------ 12,540,203 ELECTRONIC & OTHER ELECTRICAL EQUIPMENT - 6.2% 27,827 Altera 453,858 11,583 Amphenol Class A 391,969 20,017 Analog Devices 425,962 4,436 Ceradyne (1) 76,477 177,385 Cisco Systems (1) 3,427,078 14,517 Cooper Industries Class A 476,012 45,571 Emerson Electric 1,551,237 365,089 General Electric 4,618,376 13,867 Harris 424,053 244,774 Intel 3,862,534 3,350 Lincoln Electric Holdings 149,175 27,698 Micrel 207,735 11,539 Multi-Fineline Electronix (1) 231,588 37,720 National Semiconductor 466,596 8,003 Plantronics 101,958 73,477 Qualcomm 3,109,547 79,322 Texas Instruments 1,432,555 10,000 Thomas & Betts (1) 311,200 14,455 Xilinx 295,460 ------------ 22,013,370 ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT, AND RELATED SERVICES - 0.5% 15,500 Fluor 586,985 8,700 Hewitt Associates (1) 272,832 10,800 Quest Diagnostics 554,364 5,900 SAIC (1) 106,790 3,443 Watson Wyatt Worldwide Class A 182,651 ------------ 1,703,622 The accompanying notes are an integral part of the financial statements. 40 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ FABRICATED METAL PRODUCTS - 0.5% 4,254 Ball 160,461 40,997 Illinois Tool Works 1,344,702 4,000 Snap-On 135,680 5,100 Sun Hydraulics 92,310 ------------ 1,733,153 FOOD & KINDRED PRODUCTS - 4.0% 45,800 Archer-Daniels-Midland 1,127,596 10,409 Cal-Maine Foods 275,526 90,658 Coca-Cola 3,902,827 18,007 General Mills 912,775 4,100 Hershey 148,174 18,165 HJ Heinz 625,239 10,313 Hormel Foods 322,694 11,220 J&J Snack Foods 434,887 18,937 Kellogg 797,437 67,217 Kraft Foods Class A 1,572,878 10,612 McCormick 312,524 16,862 Pepsi Bottling Group 527,275 68,124 PepsiCo 3,389,850 ------------ 14,349,682 FOOD STORES - 0.3% 25,581 Kroger 553,061 30,643 Safeway 605,199 ------------ 1,158,260 FURNITURE & FIXTURES - 0.2% 31,552 Johnson Controls 599,804 13,961 Tempur-Pedic International 179,538 ------------ 779,342 GENERAL MERCHANDISE STORES - 2.3% 10,700 Casey's General Stores 284,727 17,273 Costco Wholesale 839,468 15,426 Family Dollar Stores 511,989 9,900 Target 408,474 36,398 TJX 1,018,052 104,423 Wal-Mart Stores 5,262,919 ------------ 8,325,629 HEALTH SERVICES - 0.5% 11,362 DaVita (1) 526,856 8,962 Express Scripts (1) 573,299 10,980 Laboratory Corp. of America Holdings (1) 704,367 3,718 Mednax (1) 133,476 ------------ 1,937,998 HOLDING & OTHER INVESTMENT OFFICES - 2.3% 4,500 Alexandria Real Estate Equities REIT 164,160 5,494 AvalonBay Communities REIT 312,114 29 Berkshire Hathaway Class A (1) 2,726,000 290 Berkshire Hathaway Class B (1) 888,850 4,500 Corporate Office Properties Trust SBI MD REIT 137,520 14,900 Equity Residential REIT 341,061 Shares Value $ - ---------- ------------ 18,300 HCP REIT 401,685 4,600 Health Care REIT 156,722 27,250 Kimco Realty REIT 327,545 9,346 Liberty Property Trust REIT 227,482 5,000 Mack-Cali Realty REIT 134,300 6,371 National Health Investors REIT 170,870 5,500 National Retail Properties REIT 97,570 6,600 Nationwide Health Properties REIT 162,954 11,300 Omega Healthcare Investors REIT 177,636 16,401 Prologis REIT 149,413 4,841 Public Storage REIT 323,670 9,500 Realty Income REIT 212,135 9,000 Regency Centers REIT 337,050 7,600 Senior Housing Properties Trust REIT 124,564 227 Simon Property Group REIT 11,713 18,400 UDR REIT 185,288 4,033 Ventas REIT 115,505 3,700 Vornado Realty Trust REIT 180,893 12,700 Weingarten Realty Investors REIT 197,358 ------------ 8,264,058 HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES - 0.1% 16,381 Bed Bath & Beyond (1) 498,310 ------------ INDUSTRIAL & COMMERCIAL MACHINERY/COMPUTER EQUIPMENT - 7.3% 8,735 3M 503,136 2,812 AAON 54,778 27,239 Apple (1) 3,427,483 2,340 Black & Decker 94,302 27,508 Caterpillar 978,735 29,313 Cummins 996,642 6,600 Deere 272,316 124,599 Dell (1) 1,447,841 27,900 Dover 858,762 3,710 Eaton 162,498 42,600 EMC (1) 533,778 6,179 Flowserve 419,554 14,773 Graco 348,495 10,300 Graham 128,750 108,233 Hewlett-Packard 3,894,223 61,094 International Business Machines 6,305,512 22,400 ITT 918,624 4,676 Joy Global 119,238 19,528 Lam Research (1) 544,441 19,199 Lexmark International Class A (1) 376,684 22,900 Parker Hannifin 1,038,515 11,300 Sigma Designs (1) 145,996 22,267 Smith International 575,602 6,941 Stanley Works 263,966 10,900 Toro 331,142 19,776 Varian Medical Systems (1) 659,925 26,348 Western Digital (1) 619,705 ------------ 26,020,643 The accompanying notes are an integral part of the financial statements. 41 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ INSURANCE CARRIERS - 3.2% 26,213 Aetna 576,948 31,043 Aflac 896,832 7,400 Allstate 172,642 12,500 American Financial Group 219,750 4,042 Amerisafe (1) 62,085 18,166 Assurant 443,977 18,144 Chubb 706,709 8,159 CNA Surety (1) 157,061 10,404 Delphi Financial Group Class A 179,677 7,000 HCC Insurance Holdings 167,440 9,100 Lincoln National 102,284 13,568 Meadowbrook Insurance Group 80,730 42,053 MetLife 1,251,077 6,800 Odyssey Re Holdings 260,372 17,119 Principal Financial Group 279,724 23,130 Prudential Financial 667,994 5,101 Safety Insurance Group 168,588 8,659 Selective Insurance Group 127,807 7,300 StanCorp Financial Group 200,239 10,700 Torchmark 313,831 27,781 Travelers 1,142,910 77,750 UnitedHealth Group 1,828,680 21,200 Unitrin 360,400 26,834 Unum Group 438,468 14,584 WellPoint (1) 623,612 ------------ 11,429,837 LEATHER & LEATHER PRODUCTS - 0.1% 7,900 Genesco (1) 179,962 ------------ MEASURING, ANALYZING & CONTROLLING INSTRUMENTS - 2.8% 7,512 Alcon 691,179 14,800 Allergan 690,568 29,472 Baxter International 1,429,392 4,361 Becton Dickinson 263,753 7,073 CR Bard 506,639 52,503 Medtronic 1,680,096 7,909 MTS Systems 167,117 5,677 Neogen (1) 128,698 4,000 ResMed (1) 153,800 14,065 Rockwell Collins 539,393 4,600 Roper Industries 209,714 32,135 St. Jude Medical (1) 1,077,165 14,146 STERIS 340,919 17,599 Stryker 681,257 6,700 Teledyne Technologies (1) 213,931 10,008 Waters (1) 442,053 15,951 Zimmer Holdings (1) 701,685 ------------ 9,917,359 METAL MINING - 0.3% 17,011 FreeportMcMoRan Copper & Gold 725,519 9,195 Newmont Mining 370,007 ------------ 1,095,526 Shares Value $ - ---------- ------------ MISCELLANEOUS MANUFACTURING INDUSTRIES - 0.2% 10,603 Hasbro 282,676 25,427 Mattel 380,388 ------------ 663,064 MISCELLANEOUS RETAIL - 1.9% 10,006 Amazon.com (1) 805,683 4,200 Amerigas Partners LP 128,982 54,917 CVS/Caremark 1,745,262 14,800 Inergy LP 341,880 6,300 MSC Industrial Direct 257,355 7,445 NutriSystem 102,294 21,317 PetSmart 487,733 48,600 Staples 1,002,132 50,241 Walgreen 1,579,075 5,303 World Fuel Services 202,204 ------------ 6,652,600 MOTION PICTURES - 0.9% 48,045 Time Warner 1,048,822 90,772 Walt Disney 1,987,907 ------------ 3,036,729 MOTOR FREIGHT TRANSPORTATION & WAREHOUSING - 0.5% 7,538 Forward Air 125,658 28,864 United Parcel Service Class B 1,510,742 ------------ 1,636,400 NON-DEPOSITORY CREDIT INSTITUTIONS - 0.5% 19,405 Advanta Class B 22,704 42,627 American Express 1,075,053 6,084 Asta Funding 17,522 68,818 Discover Financial Services 559,490 ------------ 1,674,769 OIL & GAS EXTRACTION - 3.7% 17,187 Apache 1,252,245 20,988 Baker Hughes 746,753 11,278 BJ Services 156,651 19,910 Chesapeake Energy 392,426 26,281 Devon Energy 1,362,670 6,014 Diamond Offshore Drilling 435,474 15,652 ENSCO International 442,638 50,037 Halliburton 1,011,748 7,671 Helmerich & Payne 236,420 23,984 Noble 655,483 16,500 Noble Energy 936,375 39,433 Occidental Petroleum 2,219,684 28,962 Patterson-UTI Energy 368,107 6,304 Rowan 98,405 27,572 Schlumberger 1,350,752 5,891 Ultra Petroleum (1) 252,135 18,671 Weatherford International (1) 310,499 30,318 XTO Energy 1,050,822 ------------ 13,279,287 The accompanying notes are an integral part of the financial statements. 42 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ PAPER & ALLIED PRODUCTS - 0.0% 3,865 Bemis 92,915 1,700 Rock-Tenn Class A 64,192 ------------ 157,107 PERSONAL SERVICES - 0.0% 15,559 Jackson Hewitt Tax Service 76,084 2,200 Unifirst 82,038 ------------ 158,122 PETROLEUM REFINING - 6.6% 89,420 Chevron 5,910,662 48,159 ConocoPhillips 1,974,519 17,347 Enterprise Products Partners LP 409,216 193,674 Exxon Mobil 12,912,246 13,565 Hess 743,226 6,600 Marathon Oil 196,020 18,520 Murphy Oil 883,589 10,085 Sunoco 267,353 19,369 Valero Energy 384,281 ------------ 23,681,112 PIPELINES, EXCEPT NATURAL GAS - 0.2% 10,700 Buckeye Partners LP 411,522 4,000 Sunoco Logistics Partners LP 208,360 5,800 TEPPCO Partners LP 157,934 ------------ 777,816 PRIMARY METAL INDUSTRIES - 1.2% 10,911 Allegheny Technologies 357,117 7,500 Brush Engineered Materials (1) 126,900 95,637 Corning 1,398,213 8,400 Hubbell 278,880 26,942 Nucor 1,096,270 13,100 Precision Castparts 980,666 ------------ 4,238,046 PRINTING, PUBLISHING & ALLIED INDUSTRIES - 0.6% 5,461 John Wiley & Sons Class A 185,128 30,693 McGraw-Hill 925,394 9,800 Meredith 245,784 27,500 Thomson Reuters 772,148 ------------ 2,128,454 RAILROAD TRANSPORTATION - 0.5% 19,034 Burlington Northern Santa Fe 1,284,415 4,366 CSX 129,190 14,693 Norfolk Southern 524,246 ------------ 1,937,851 REAL ESTATE - 0.1% 5,700 Jones Lang LaSalle 183,939 ------------ RUBBER & MISCELLANEOUS PLASTIC PRODUCTS - 0.0% 11,200 Schulman A 175,728 ------------ Shares Value $ - ---------- ------------ SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES - 2.0% 11,400 AllianceBernstein Holding LP 199,728 19,800 Ameriprise Financial 521,730 2,262 BlackRock 331,428 23,497 Broadridge Financial Solutions 454,667 21,786 Charles Schwab 402,605 800 CME Group 177,080 21,300 Federated Investors 487,344 62,800 GFI Group 256,224 10,923 Goldman Sachs Group 1,403,606 58,600 Morgan Stanley 1,385,304 18,015 Raymond James Financial 282,655 9,100 SWS Group 116,389 18,500 T Rowe Price Group 712,620 22,100 Waddell & Reed Financial 495,261 ------------ 7,226,641 STONE, CLAY, GLASS, AND CONCRETE PRODUCTS - 0.1% 20,500 Apogee Enterprises 274,700 ------------ TOBACCO PRODUCTS - 1.1% 50,112 Altria Group 818,329 900 Lorillard 56,817 80,691 Philip Morris International 2,921,014 ------------ 3,796,160 TRANSPORTATION BY AIR - 0.0% 10,800 Republic Airways Holdings (1) 77,328 ------------ TRANSPORTATION EQUIPMENT - 2.2% 7,476 Boeing 299,414 27,447 General Dynamics 1,418,187 20,000 Goodrich 885,600 12,059 Harsco 332,225 52,691 Honeywell International 1,644,486 24,556 Lockheed Martin 1,928,383 24,195 United Technologies 1,181,684 2,568 WABCO Holdings 41,062 ------------ 7,731,041 TRANSPORTATION SERVICES - 0.2% 8,555 Ambassadors Group 104,371 11,818 CH Robinson Worldwide 628,245 ------------ 732,616 WATER TRANSPORTATION - 0.3% 35,833 Carnival 963,191 3,797 Overseas Shipholding Group 109,012 ------------ 1,072,203 WHOLESALE TRADE NON-DURABLE GOODS - 1.4% 18,651 AmerisourceBergen 627,420 7,200 Brown-Forman Class B 334,800 14,994 Cardinal Health 506,647 The accompanying notes are in integral part of the financial statements. 43 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS (CONCLUDED) APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ 5,816 Endo Pharmaceuticals Holdings (1) 96,197 27,703 McKesson 1,025,011 19,683 Nike Class B 1,032,767 11,100 Spartan Stores 180,597 51,374 SYSCO 1,198,555 6,735 United Natural Foods (1) 153,423 ------------ 5,155,417 WHOLESALE TRADE-DURABLE GOODS - 0.7% 19,128 Fastenal 733,750 13,733 Ingram Micro Class A (1) 199,403 6,210 Pool 110,911 10,800 PSS World Medical (1) 156,816 13,881 Reliance Steel & Aluminum 489,028 9,632 WW Grainger 807,932 ------------ 2,497,840 ------------ Total United States 321,289,667 ------------ TOTAL COMMON STOCK (Cost $454,239,940) 355,035,690 ------------ RIGHTS - 0.0% UNITED STATES - 0.0% 7,363 Fresenius Kabi Pharmaceuticals Holding Expires 06/11 (1) (Cost $7,363) 2,577 ------------ Shares Value $ - ---------- ------------ SHORT-TERM INVESTMENT (5) - 0.3% 1,236,930 JPMorgan U.S. Government Money Market Fund, 0.270% (Cost $1,236,930) 1,236,930 ------------ TOTAL INVESTMENTS - 99.8% (Cost $455,484,233) 356,275,197 ------------ OTHER ASSETS LESS LIABILITIES - 0.2% 621,172 ------------ NET ASSETS 100.0% $356,896,369 ============ (1) Denotes non-income producing security. (2) Security considered illiquid. On April 30, 2009, the value of this security amounted to $110,944 representing less than 0.1% of the net assets of the Fund. (3) 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 April 30, 2009, the value of this security amounted to $110,944, representing less than 0.1% of the net assets of the Fund. (4) Security is fair valued. (5) The rate shown represents the 7-day current yield as of April 30, 2009. ADR - American Depositary Receipt CAD - Canadian Dollar LP - Limited Partnership REIT - Real Estate Investment Trust USD - United States Dollar FORWARD FOREIGN CURRENCY CONTRACTS -- The Portfolio had the following forward foreign currency contracts outstanding as of April 30, 2009: SETTLEMENT NET UNREALIZED DATE CURRENCY TO DELIVER CURRENCY TO RECEIVE DEPRECIATION - ---------- ------------------- ------------------- -------------- 06/05/2009 CAD 3,856,232 USD 3,119,146 $(112,965) ========= The accompanying notes are in integral part of the financial statements. 44 SCHRODER TOTAL RETURN FIXED INCOME FUND SCHEDULE OF INVESTMENTS APRIL 30, 2009 (UNAUDITED) Principal Amount $ Value $ - ---------- ------------ U.S. GOVERNMENT MORTGAGE BACKED OBLIGATIONS - 45.3% 1,786,522 FHLMC 5.000%, 11/01/36 1,839,732 FHLMC Gold 326,161 6.500%, 07/01/32 349,151 24,553 6.000%, 12/01/28 25,910 565,498 5.000%, 07/01/33 583,225 1,909,295 5.000%, 08/01/33 1,969,145 243,066 4.500%, 03/01/19 250,775 43 FHLMC IO (1) 1,138.011%, 01/15/22 752 FNMA 117,518 7.500%, 12/01/29 128,288 847 7.000%, 12/01/10 851 665,050 6.648%, 01/01/37 (2) 697,061 4,545,499 6.000%, 05/01/38 4,756,880 168,119 6.000%, 12/01/28 177,802 260,077 6.000%, 10/01/29 274,732 248,728 5.500%, 10/01/32 258,935 282,942 5.500%, 01/01/33 294,553 2,400,113 5.500%, 07/01/33 2,497,100 4,864,427 5.500%, 10/01/35 5,057,196 3,050,679 5.500%, 12/01/35 3,171,572 3,773,121 5.000%, 06/01/35 3,891,396 5,476,857 5.000%, 11/01/35 5,645,117 640,117 4.500%, 10/01/33 653,865 FNMA TBA 5,880,000 6.500%, 06/25/39 6,207,998 5,470,000 4.500%, 06/25/39 5,548,631 GNMA 24,728 8.000%, 11/15/17 26,256 17,135 8.000%, 06/15/26 18,666 124,854 7.000%, 09/15/23 133,510 1,120,283 5.500%, 11/15/38 1,165,940 4,610,820 GNMA IO (2) 5.853%, 12/20/34 395,659 650,000 GNMA TBA 4.500%, 05/15/39 662,797 ------------ TOTAL U.S. GOVERNMENT MORTGAGE-BACKED OBLIGATIONS (Cost $45,678,560) 46,683,495 ------------ CORPORATE OBLIGATIONS - 23.7% 325,000 Abbott Laboratories 5.125%, 04/01/19 333,339 185,000 Amgen 6.400%, 02/01/39 186,819 560,000 Anheuser-Busch InBev Worldwide (3) 7.750%, 01/15/19 587,304 290,000 ArcelorMittal 6.125%, 06/01/18 234,080 Principal Amount $ Value $ - ---------- ------------ AT&T 340,000 6.550%, 02/15/39 328,028 450,000 5.800%, 02/15/19 458,392 255,000 Atmos Energy 8.500%, 03/15/19 270,703 Bank of America 1,185,000 6.100%, 06/15/17 927,265 575,000 2.100%, 04/30/12 579,070 205,000 Barclays Bank 5.450%, 09/12/12 208,392 250,000 BAT International Finance (3) 9.500%, 11/15/18 284,532 175,000 Bombardier (3) 8.000%, 11/15/14 154,000 650,000 Chubb 6.500%, 05/15/38 596,733 215,000 Cisco Systems 4.950%, 02/15/19 219,245 665,000 Comcast 6.400%, 05/15/38 625,333 185,000 Connecticut Light & Power 5.500%, 02/01/19 187,784 90,000 ConocoPhillips 5.750%, 02/01/19 92,045 355,000 Consumers Energy 6.700%, 09/15/19 375,366 450,000 COX Communications 5.450%, 12/15/14 420,342 230,000 Credit Suisse NY 5.500%, 05/01/14 230,839 CVS/Caremark 375,000 6.600%, 03/15/19 397,397 450,000 5.750%, 06/01/17 453,007 135,000 El Paso 8.250%, 02/15/16 132,300 135,000 Eli Lilly 5.950%, 11/15/37 132,271 440,000 EnCana 6.500%, 05/15/19 452,716 310,000 Energy Transfer Partners 9.000%, 04/15/19 338,843 1,970,000 General Electric Capital 2.200%, 06/08/12 1,983,806 265,000 General Mills 5.650%, 02/15/19 271,062 140,000 Goodyear Tire & Rubber (2) 6.317%, 12/01/09 138,775 190,000 HCA 9.250%, 11/15/16 188,575 380,000 HSBC Holdings 6.800%, 06/01/38 335,537 275,000 ING Bank (3) 5.125%, 05/01/15 242,302 150,000 Intelsat (3) 9.250%, 06/15/16 145,500 The accompanying notes are an integral part of the financial statements. 45 SCHRODER TOTAL RETURN FIXED INCOME FUND SCHEDULE OF INVESTMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) Principal Amount $ Value $ - ---------- ------------ 1,210,000 JPMorgan Chase Bank 5.875%, 06/13/16 1,122,496 285,000 Kimberly-Clark 7.500%, 11/01/18 333,722 Kraft Foods 260,000 6.500%, 11/01/31 243,014 80,000 6.125%, 08/23/18 81,409 340,000 Marathon Oil 7.500%, 02/15/19 356,872 135,000 Massey Energy 6.875%, 12/15/13 115,762 390,000 McDonald's 6.300%, 03/01/38 393,853 80,000 McKesson 7.500%, 02/15/19 86,341 505,000 Midamerican Energy Holdings 5.750%, 04/01/18 503,266 125,000 Nevada Power, Series L 5.875%, 01/15/15 121,035 325,000 News America 6.650%, 11/15/37 258,679 550,000 ONEOK Partners 8.625%, 03/01/19 559,929 105,000 Oracle 5.750%, 04/15/18 111,437 150,000 Pemex Project Funding Master Trust 5.750%, 03/01/18 136,500 Pfizer 250,000 7.200%, 03/15/39 275,575 225,000 6.200%, 03/15/19 242,267 315,000 Plains All American Pipeline 8.750%, 05/01/19 323,493 270,000 PNC Bank 6.875%, 04/01/18 257,556 165,000 Qwest 7.625%, 06/15/15 157,162 Rio Tinto Finance USA 190,000 9.000%, 05/01/19 195,676 125,000 8.950%, 05/01/14 129,515 340,000 Rogers Communications 6.800%, 08/15/18 356,901 120,000 Sprint Capital 8.375%, 03/15/12 115,650 265,000 Staples 9.750%, 01/15/14 291,078 330,000 Sysco 5.375%, 03/17/19 338,393 160,000 Telecom Italia Capital 7.721%, 06/04/38 140,072 550,000 Time Warner Cable 5.850%, 05/01/17 529,676 440,000 US Bank 4.950%, 10/30/14 437,699 260,000 Verizon Communications 5.250%, 04/15/13 273,042 Principal Amount $ Value $ - ---------- ------------ 430,000 Verizon Wireless Capital LLC (3) 8.500%, 11/15/18 515,844 160,000 Viacom 6.250%, 04/30/16 148,462 310,000 Virginia Electric and Power 8.875%, 11/15/38 402,276 665,000 Wells Fargo 5.625%, 12/11/17 621,022 200,000 Whirlpool 8.600%, 05/01/14 205,258 335,000 Williams (3) 8.750%, 01/15/20 344,809 600,000 Xerox 6.350%, 05/15/18 486,783 695,000 XTO Energy 6.500%, 12/15/18 707,604 ------------ TOTAL CORPORATE OBLIGATIONS (Cost $24,049,690) 24,431,830 ------------ U.S. TREASURY OBLIGATIONS (4) - 10.2% 1,310,000 U.S. Treasury Bond 4.500%, 05/15/38 1,410,093 U.S. Treasury Notes 160,000 4.375%, 02/15/38 168,200 465,000 2.750%, 02/15/19 450,540 2,120,000 1.875%, 04/30/14 2,105,584 5,795,000 1.750%, 03/31/14 5,731,620 690,000 0.875%, 04/30/11 689,623 ------------ TOTAL U.S. TREASURY OBLIGATIONS (Cost $10,674,265) 10,555,660 ------------ U.S. GOVERNMENT AGENCY OBLIGATIONS - 5.4% 2,235,000 FHLB 1.375%, 05/16/11 2,237,586 FHLMC 355,000 3.750%, 03/27/19 356,463 2,800,000 0.703%, 09/29/09 (5) 2,797,648 125,000 FNMA 4.250%, 05/15/09 125,190 ------------ TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS (Cost $5,504,877) 5,516,887 ------------ COMMERCIAL MORTGAGE-BACKED OBLIGATION - 1.5% 1,780,000 Wachovia Bank Commercial Mortgage Trust, Series 2005-C19, Class A5 4.661%, 05/15/44 (Cost $1,535,446) 1,561,985 ------------ The accompanying notes are an integral part of the financial statements. 46 SCHRODER TOTAL RETURN FIXED INCOME FUND SCHEDULE OF INVESTMENTS (CONCLUDED) APRIL 30, 2009 (UNAUDITED) Principal Amount $ Value $ - ---------- ------------ COLLATERALIZED MORTGAGE OBLIGATIONS - 0.1% 50,893 Residential Accredit Loans, Series 1999-QS4, Class A1 6.250%, 03/25/14 51,289 18,390 Salomon Brothers Mortgage Securities VII, Series 2001-CPB1, Class A (2) 5.107%, 12/25/30 16,180 ------------ TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $69,830) 67,469 ------------ ASSET-BACKED SECURITY - 0.0% 16,109 Hedged Mutual Fund Fee Trust, Series 2003-2, Class 2 (1)(2)(3)(6) 4.840%, 03/02/11 (Cost $16,086) 15,625 ------------ Shares - ---------- SHORT-TERM INVESTMENT (7) - 10.7% 10,999,591 JPMorgan U.S. Government Money Market Fund, 0.270% (Cost $10,999,591) 10,999,591 ------------ TOTAL INVESTMENTS - 96.9% (Cost $98,528,345) 99,832,542 ------------ OTHER ASSETS LESS LIABILITIES - 3.1% 3,164,967 ------------ NET ASSETS - 100.0% $102,997,509 ============ (1) Security considered illiquid. On April 30, 2009 the value of these securities amounted to $16,377 representing less than 0.1% of the net assets of the Fund. (2) Variable Rate Security - Rate disclosed is as of April 30, 2009. (3) 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 April 30, 2009, the value of these securities amounted to $2,289,916, representing 2.2% of the net assets of the Fund. (4) Security, or portion of the security, has been pledged as collateral on open derivative positions and mortgage dollar rolls. (5) Zero Coupon Security Rate - disclosed is the effective yield at time of purchase. (6) Security is considered restricted. (7) The rate shown represents the 7-day current yield as of April 30, 2009. 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 LLC - Limited Liability Company TBA - To Be Announced FUTURES CONTRACTS -- The Portfolio had the following futures contracts outstanding as of April 30, 2009: NET NUMBER UNREALIZED OF EXPIRATION APPRECIATION/ CONTRACTS VALUE DATE (DEPRECIATION) --------- --------- ---------- -------------- LONG: Long Gilt 10 Year 9 1,604,340 Jun-09 $(39,494) U.S. Long Bond 2 245,125 Jun-09 (8,222) -------- $(47,716) -------- SHORT: U.S. Treasury 2 Year Note 4 (870,188) Jun-09 $ 1,305 U.S. Treasury 5 Year Note 6 (702,844) Jun-09 1,724 U.S. Treasury 10 Year Note 5 (604,688) Jun-09 15,616 -------- $ 18,645 -------- $(29,071) ======== The accompanying notes are an integral part of the financial statements. 47 SCHRODER MULTI-ASSET GROWTH PORTFOLIO SCHEDULE OF INVESTMENTS APRIL 30, 2009 (UNAUDITED) Shares Value $ - ---------- ------------ FIXED INCOME - 37.4% CORPORATE BOND - 15.4% 8,948 iShares iBoxx Investment Grade Corporate Bond Fund 860,798 ------------ EMERGING MARKET BONDS - 7.9% 36,604 PIMCO Emerging Markets Bond Fund 325,778 5,087 PowerShares Emerging Markets Sovereign Debt Portfolio 116,289 ------------ 442,067 HIGH YIELD BOND - 11.2% 111,392 Goldman Sachs High Yield Fund 628,248 ------------ U.S. GOVERNMENT - 2.9% 1,639 iShares Barclays TIPS Bond Fund 164,621 ------------ TOTAL FIXED INCOME (Cost $2,158,644) 2,095,734 ------------ EQUITIES - 36.9% DOMESTIC EQUITY - 20.4% 142,346 Schroder U.S. Small and Mid Cap Opportunities Fund + 1,140,192 ------------ INTERNATIONAL EQUITIES - 16.5% 8,285 iShares MSCI Pacific ex-Japan Index Fund 230,074 31,064 Schroder Emerging Market Equity Fund+ 255,036 16,543 Schroder International Alpha Fund+ 111,497 57,855 Schroder International Diversified Value Fund + 329,774 ------------ 926,381 ------------ TOTAL EQUITIES (Cost $2,028,286) 2,066,573 ------------ ABSOLUTE RETURN - 4.9% 17,035 Highbridge Statistical Market Neutral Select Fund, Class A (Cost $272,394) 272,735 ------------ INFRASTRUCTURE - 4.1% 132,338 HSBC Infrastructure (Cost $225,791) 230,331 ------------ REAL ESTATE - 4.1% 3,035 iShares Dow Jones U.S. Real Estate Index Fund 100,216 5,865 iShares S&P World ex-U.S. Property Index Fund 127,915 ------------ TOTAL REAL ESTATE (Cost $379,849) 228,131 ------------ Shares Value $ - ---------- ------------ COMMODITY - 3.5% 31,052 PIMCO Commodity RealReturn Strategy Fund (Cost $199,958) 198,114 ------------ PRIVATE EQUITY - 1.3% 4,036 PowerShares International Listed Private Equity Portfolio 36,647 5,534 PowerShares Listed Private Equity Portfolio 36,967 ------------ TOTAL PRIVATE EQUITY (Cost $109,057) 73,614 ------------ SHORT-TERM INVESTMENT (1) - 4.8% 270,031 JPMorgan U.S. Government Money Market Fund, 0.270% (Cost $270,031) 270,031 ------------ TOTAL INVESTMENTS - 97.0% (Cost $5,644,010) 5,435,263 ------------ OTHER ASSETS LESS LIABILITIES - 3.0% 168,356 ------------ NET ASSETS - 100.0% $ 5,603,619 ============ + Investment in affiliated security. (1) The rate shown represents the 7-day current yield as of April 30, 2009. MSCI - Morgan Stanley Capital International S&P - Standard & Poor's AUD - Australian Dollar EUR - Euro JPY - Japanese Yen NOK - Norwegian Krone USD - United States Dollar The accompanying notes are an integral part of the financial statements. 48 SCHRODER MULTI-ASSET GROWTH PORTFOLIO SCHEDULE OF INVESTMENTS (CONCLUDED) APRIL 30, 2009 (UNAUDITED) FORWARD FOREIGN CURRENCY CONTRACTS -- The Portfolio had the following forward foreign currency contracts outstanding as of April 30, 2009: NET UNREALIZED SETTLEMENT APPRECIATION/ DATE CURRENCY TO DELIVER CURRENCY TO RECEIVE (DEPRECIATION) - ---------- ------------------- ------------------- -------------- 06/19/2009 USD 112,996 AUD 160,841 $ 3,839 06/19/2009 USD 109,820 NOK 738,981 2,743 05/22/2009 JPY 41,254,081 USD 439,420 21,064 06/19/2009 EUR 95,288 USD 125,649 (360) ------- $27,286 ======= FUTURES CONTRACTS -- The Portfolio had the following futures contracts outstanding as of April 30, 2009: NUMBER NET UNREALIZED OF EXPIRATION APPRECIATION/ CONTRACTS VALUE DATE (DEPRECIATION) --------- ----------- ---------- -------------- LONG: FTSE 100 Index 6 $ 373,104 Jun-09 $ 53,700 Euro Bund 1 162,034 Jun-09 1,562 S&P 500 E-Mini 19 826,500 Jun-09 85,038 --------- $ 140,300 --------- SHORT: Russell Mini 21 $(1,022,070) Jun-09 $(199,910) U.S. Treasury 10 Year Note 5 (604,688) Jun-09 6,030 --------- $(193,880) --------- $ (53,580) ========= The accompanying notes are an integral part of the financial statements. 49 SCHRODER MUTUAL FUNDS STATEMENTS OF ASSETS AND LIABILITIES APRIL 30, 2009 (UNAUDITED) INTERNATIONAL EMERGING INTERNATIONAL DIVERSIFIED MARKET ALPHA VALUE EQUITY FUND FUND FUND ------------- ------------- ----------- ASSETS Investments in securities, at value -- Note 2 .............. $ 44,644,881 $ 7,368,178 $20,557,123 Foreign Currency ........................................... 7 72,275 53,057 Receivable for securities sold ............................. 31,305 211,341 210,026 Receivable for Fund shares sold ............................ 91,500 -- 251,058 Dividends and tax reclaims receivable ...................... 232,219 54,075 70,272 Prepaid expenses ........................................... 40,335 32,482 36,130 Due from Investment Advisor -- Note 3 ...................... 28,024 27,989 13,644 Unrealized appreciation on spot contracts .................. -- 318 1,400 Initial margin for futures contracts ....................... -- -- -- Interest receivable ........................................ -- -- -- Variation margin receivable ................................ -- -- -- ------------ ----------- ----------- TOTAL ASSETS ............................................ 45,068,271 7,766,658 21,192,710 LIABILITIES Payable for securities purchased ........................... 165,389 304,376 546,018 Unrealized depreciation on spot foreign currency contracts ............................................... 2 721 69 Variation margin payable ................................... -- -- -- Income distributions payable ............................... -- -- -- Unrealized depreciation on forward foreign currency contracts ............................................... -- -- -- Payable for Fund shares redeemed ........................... 39,388 -- -- Investment Advisory fees payable -- Note 3 ................. -- -- -- Sub-administration fees payable -- Note 3 .................. 4,529 744 1,987 Trustees' fees payable -- Note 5 ........................... 3,891 2,727 2,956 Distribution fees payable, Advisor Shares -- Note 3 ........ 5,753 163 243 Accrued expenses and other liabilities ..................... 101,972 77,627 109,373 ------------ ----------- ----------- TOTAL LIABILITIES ....................................... 320,924 386,358 660,646 ------------ ----------- ----------- NET ASSETS ................................................. $ 44,747,347 $ 7,380,300 $20,532,064 ============ =========== =========== NET ASSETS Capital paid-in ............................................ $ 69,523,634 $13,501,349 $28,377,776 Undistributed (distributions in excess of) net investment income ....................................... 249,610 37,728 69,368 Accumulated net realized gain (loss) on investments, futures and foreign currency transactions ............... (18,695,465) (3,481,749) (6,427,768) Net unrealized appreciation (deprecation) on investments ............................................. (6,327,668) (2,677,471) (1,489,243) Net unrealized depreciation on futures ..................... -- -- -- Net unrealized appreciation (deprecation) on forward foreign currency contracts and foreign currency translations ................................... (2,764) 443 1,931 ------------ ----------- ----------- NET ASSETS ................................................. $ 44,747,347 $ 7,380,300 $20,532,064 ============ =========== =========== Investor Shares: Net assets ................................................. $ 14,523,067 $ 6,584,798 $19,825,068 Total shares outstanding at end of period .................. 2,153,617 1,155,972 2,415,906 Net asset value, offering and redemption price per share (net assets / shares outstanding) ....................... $ 6.74 $ 5.70 $ 8.21 Advisor Shares: Net assets ................................................. $ 30,224,280 $ 795,502 $ 706,996 Total shares outstanding at end of period .................. 4,486,465 139,655 86,385 Net asset value, offering and redemption price per share (net assets / shares outstanding) ....................... $ 6.74 $ 5.70 $ 8.18 Cost of securities ............................................ $ 50,972,549 $10,045,649 $22,046,366 Cost of foreign currency ...................................... $ 7 $ 70,763 $ 51,235 The accompanying notes are an integral part of the financial statements. 50 U.S. SMALL NORTH U.S. AND MID CAP AMERICAN TOTAL RETURN OPPORTUNITIES OPPORTUNITIES EQUITY FIXED INCOME FUND FUND FUND FUND - ------------- ------------- ------------- ------------ $145,581,774 $20,221,791 $ 356,275,197 $ 99,832,542 -- -- -- -- 2,173,279 -- 9,294,003 32,007,052 124,458 259,831 -- 9,022,259 87,040 5,530 539,039 -- 65,106 38,183 100,956 53,870 -- 8,284 -- 13,847 -- -- 118,425 -- -- -- -- 70,812 -- -- -- 690,381 -- -- -- 1,031 - ------------ ----------- ------------- ------------ 148,031,657 20,533,619 366,327,620 141,691,794 1,020,715 298,399 2,777,117 38,283,176 853 -- 124,089 -- -- -- -- 7,260 -- -- -- 285,862 -- -- 112,965 -- 62,701 4,369 6,177,715 26,131 115,380 -- 72,894 -- 14,879 1,964 3,791 10,055 6,642 3,033 12,191 4,863 650 115 29 1,396 97,273 68,976 150,460 75,542 - ------------ ----------- ------------- ------------ 1,319,093 376,856 9,431,251 38,694,285 - ------------ ----------- ------------- ------------ $146,712,564 $20,156,763 $ 356,896,369 $102,997,509 ============ =========== ============= ============ $190,410,877 $22,767,306 $ 573,496,868 $101,752,582 (209,066) (4,647) 1,955,988 (38,876) (31,753,138) (2,684,744) (119,232,222) 6,798 (11,736,665) 78,848 (99,209,036) 1,304,197 -- -- -- (29,071) 556 -- (115,229) 1,879 - ------------ ----------- ------------- ------------ $146,712,564 $20,156,763 $ 356,896,369 $102,997,509 ============ =========== ============= ============ $144,513,392 $19,419,151 $ 356,802,652 $ 97,291,014 9,376,160 2,423,693 53,160,584 9,804,477 $ 15.41 $ 8.01 $ 6.71 $ 9.92 $ 2,199,172 $ 737,612 $ 93,717 $ 5,706,495 143,550 92,756 13,970 574,558 $ 15.32 $ 7.95 $ 6.71 $ 9.93 $157,318,439 $20,142,943 $ 455,484,233 $ 98,528,345 $ -- $ -- $ -- $ -- The accompanying notes are an integral part of the financial statements. 51 SCHRODER MUTUAL FUNDS STATEMENT OF ASSETS AND LIABILITIES APRIL 30, 2009 (UNAUDITED) MULTI-ASSET GROWTH PORTFOLIO ------------ ASSETS Investments in securities, at value -- Note 2 ........................................ $ 3,598,764 Investments in affiliated securities, at value -- Note 2 ............................. 1,836,499 Cash ................................................................................. 167 Foreign currency ..................................................................... 163 Initial margin for futures contracts ................................................. 160,077 Unrealized appreciation on forward foreign currency contracts ........................ 27,646 Dividends and tax reclaims receivable ................................................ 7,485 Prepaid expenses ..................................................................... 42,497 Due from Investment Advisor -- Note 3 ................................................ 20,379 Variation margin receivable .......................................................... 10,477 ------------ TOTAL ASSETS ...................................................................... 5,704,154 LIABILITIES Unrealized depreciation on forward foreign currency contracts ........................ 360 Variation margin payable ............................................................. 727 Payable for Fund shares redeemed ..................................................... 357 Trustees' fees payable -- Note 5 ..................................................... 2,828 Sub-administration fees payable -- Note 3 ............................................ 607 Distribution fees payable, A Shares -- Note 3 ........................................ 723 Distribution fees payable, Advisor Shares -- Note 3 .................................. 488 Distribution fees payable, R Shares -- Note 3 ........................................ 132 Accrued expenses and other liabilities ............................................... 94,313 ------------ TOTAL LIABILITIES ................................................................. 100,535 ------------ NET ASSETS ........................................................................... $ 5,603,619 ============ NET ASSETS Capital paid-in ...................................................................... $ 17,191,734 Distributions in excess of net investment income ..................................... (158,343) Accumulated net realized loss on investments, futures, swap contracts and foreign currency transactions ..................................................... (11,194,731) Net unrealized depreciation on investments ........................................... (208,747) Net unrealized deprecation on futures ................................................ (53,580) Net unrealized appreciation on forward foreign currency contracts and foreign currency translations ............................................................. 27,286 ------------ NET ASSETS ........................................................................... $ 5,603,619 ============ Investor Shares: Net assets ........................................................................... $ 415,093 Total shares outstanding at end of period ............................................ 63,427 Net asset value, offering and redemption price per share (net assets / shares outstanding) ...................................................................... $ 6.54 A Shares: Net assets ........................................................................... $ 2,217,931 Total shares outstanding at end of period ............................................ 338,624 Net asset value and redemption price per share (net assets / shares outstanding) ..... $ 6.55 Maximum offering price per share (A Shares NAV/95.5%) ................................ $ 6.86 Advisor Shares: Net assets ........................................................................... $ 2,626,890 Total shares outstanding at end of period ............................................ 401,450 Net asset value, offering and redemption price per share (net assets / shares outstanding) ...................................................................... $ 6.54 R Class Shares: Net assets ........................................................................... $ 343,705 Total shares outstanding at end of period ............................................ 52,535 Net asset value, offering and redemption price per share (net assets / shares outstanding) ...................................................................... $ 6.54 Cost of securities ...................................................................... $ 3,862,487 Cost of affiliated securities ........................................................... $ 1,781,523 Cost of foreign currency ................................................................ $ 163 The accompanying notes are an integral part of the financial statements. 52 This page intentionally left blank. SCHRODER MUTUAL FUNDS STATEMENTS OF OPERATIONS FOR THE PERIOD ENDED APRIL 30, 2009 (UNAUDITED) INTERNATIONAL INTERNATIONAL DIVERSIFIED ALPHA VALUE FUND FUND ------------- ------------- INVESTMENT INCOME Dividend income .................................................................... $ 665,761 $ 175,302 Interest income .................................................................... 4,068 96 Foreign taxes withheld ............................................................. (74,536) (20,813) ------------ ----------- TOTAL INCOME .................................................................... 595,293 154,585 ------------ ----------- EXPENSES Investment Advisory fees -- Note 3 ................................................. 187,264 35,911 Distribution fees, Advisor Shares -- Note 3 ........................................ 30,484 883 Distribution fees, A Shares -- Note 3 .............................................. -- -- Distribution fees, R Shares -- Note 3 .............................................. -- -- Sub-administration fees -- Note 3 .................................................. 20,539 3,790 Trustees fees -- Note 5 ............................................................ 9,592 7,760 Transfer agent fees ................................................................ 45,645 43,134 Registration fees .................................................................. 8,667 8,560 Audit fees ......................................................................... 18,825 11,931 Legal fees ......................................................................... 19,604 16,773 Custodian fees ..................................................................... 12,538 22,850 Insurance .......................................................................... 5,969 8,424 Printing expenses .................................................................. 7,886 8,700 Pricing fees ....................................................................... 5,881 29,005 Amortization of deferred offering costs -- Note 2 .................................. -- -- Other .............................................................................. 6,602 6,352 ------------ ----------- TOTAL EXPENSES .................................................................. 379,496 204,073 Expenses waived by Investment Advisor -- Note 3 .................................... (128,160) (35,911) Reimbursement from Investment Advisor .............................................. -- (125,987) ------------ ----------- NET EXPENSES .................................................................... 251,336 42,175 ------------ ----------- NET INVESTMENT INCOME (LOSS) .................................................... 343,957 112,410 ------------ ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FUTURES, SWAP CONTRACTS, FOREIGN CAPITAL GAINS TAX ON APPRECIATED SECURITIES AND FOREIGN CURRENCY TRANSACTIONS Net realized loss on investments sold .............................................. (12,170,254) (3,360,125) Net realized gain (loss) on futures ................................................ -- -- Net realized gain on swap contracts ................................................ -- -- Net realized gain (loss) on foreign currency transactions .......................... 30,625 601 ------------ ----------- Net realized gain (loss) on investments, futures, swap contracts and foreign currency transactions ................................................ (12,139,629) (3,359,524) ------------ ----------- Change in unrealized appreciation on investments ................................... 12,706,365 3,604,915 Change in unrealized appreciation (depreciation) on futures ........................ -- -- Change in unrealized appreciation on swap contracts ................................ -- -- Change in unrealized appreciation (depreciation) on foreign currency translations .. 5,888 1,548 ------------ ----------- Net change in unrealized appreciation on investments, futures, swap contracts, foreign capital gains tax on appreciated securities and foreign currency translations ........................................................ 12,712,253 3,606,463 ------------ ----------- NET REALIZED AND UNREALIZED GAIN (LOSS) ............................................ 572,624 246,939 ------------ ----------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .................... $ 916,581 $ 359,349 ============ =========== (1) Includes affiliated income of $91,456. + Includes realized losses from in-kind transactions (see Note 6 in Notes to Financial Statements). The accompanying notes are an integral part of the financial statements. 54 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 - ----------- ------------- ------------- ------------ ------------ ----------- $ 222,889 $ 772,514 $ 77,092 $ 4,989,970 $ -- $ 333,756(1) 1,008 26,174 3,577 61,600 1,804,121 -- (22,207) (2,329) (169) (66,603) -- -- - ----------- ------------ ----------- ------------ ----------- ----------- 201,690 796,359 80,500 4,984,967 1,804,121 333,756 - ----------- ------------ ----------- ------------ ----------- ----------- 82,593 722,872 67,019 447,679 104,517 50,843 1,268 2,818 387 154 5,274 3,121 -- -- -- -- -- 12,984 -- -- -- -- -- 818 8,818 76,191 7,337 23,279 44,928 6,907 8,332 17,041 8,178 31,817 12,546 8,282 44,613 58,296 44,174 65,046 48,124 96,851 9,890 8,065 6,378 6,371 12,623 18,507 13,063 22,305 12,152 24,103 12,770 11,245 17,822 38,389 17,916 63,202 28,698 23,718 58,103 12,103 10,913 36,320 6,323 2,181 8,991 10,614 8,484 19,536 7,105 4,345 9,553 23,677 9,155 21,607 16,409 13,571 10,425 1,269 866 4,248 9,033 368 -- -- -- -- -- 7,342 6,729 11,785 8,867 20,932 8,860 6,308 - ----------- ------------ ----------- ------------ ----------- ----------- 280,200 1,005,425 201,826 764,294 317,210 267,391 (82,593) -- (67,019) -- (104,517) (50,843) (93,108) -- (64,054) -- (40,206) (114,900) - ----------- ------------ ----------- ------------ ----------- ----------- 104,499 1,005,425 70,753 764,294 172,487 101,648 - ----------- ------------ ----------- ------------ ----------- ----------- 97,191 (209,066) 9,747 4,220,673 1,631,634 232,108 - ----------- ------------ ----------- ------------ ----------- ----------- (5,104,069) (24,088,041) (1,694,802) (63,031,708)+ (337,924) (7,085,989) -- -- -- (13,375,039) 580,302 (863,812) -- -- -- -- -- 23,109 (6,710) (1,963) (156) 512,369 (12,704) 137,161 - ----------- ------------ ----------- ------------ ----------- ----------- (5,110,779) (24,090,004) (1,694,958) (75,894,378) 229,674 (7,789,531) - ----------- ------------ ----------- ------------ ----------- ----------- 7,897,286 16,644,669 2,501,663 23,277,552 4,701,374 6,165,307 -- -- -- 6,229,374 (232,296) 330,399 -- -- -- -- -- 7,568 4,335 556 -- (440,170) 1,879 (169,032) - ----------- ------------ ----------- ------------ ----------- ----------- 7,901,621 16,645,225 2,501,663 29,066,756 4,470,957 6,334,242 - ----------- ------------ ----------- ------------ ----------- ----------- 2,790,842 (7,444,779) 806,705 (46,827,622) 4,700,631 (1,455,289) - ----------- ------------ ----------- ------------ ----------- ----------- $ 2,888,033 $ (7,653,845) $ 816,452 $(42,606,949) $ 6,332,265 $(1,223,181) =========== ============ =========== ============ =========== =========== The accompanying notes are an integral part of the financial statements. 55 SCHRODER MUTUAL FUNDS STATEMENTS OF CHANGES IN NET ASSETS FOR THE PERIOD ENDED APRIL 30, 2009 (UNAUDITED) AND THE YEAR ENDED OCTOBER 31, 2008 INTERNATIONAL INTERNATIONAL DIVERSIFIED ALPHA FUND VALUE FUND --------------------------- ------------------------- SIX MONTHS YEAR SIX MONTHS YEAR ENDED ENDED ENDED ENDED APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, 2009 2008 2009 2008 ------------ ------------ ----------- ----------- INCREASE IN NET ASSETS FROM OPERATIONS: Net investment income (loss) ............................... $ 343,957 $ 550,564 $ 112,410 $ 463,003 Net realized loss on investments sold, futures and foreign currency transactions ........................... (12,139,629) (2,905,968) (3,359,524) (77,479) Change in unrealized appreciation (depreciation) on investments, foreign capital gains tax on appreciated securities, futures and foreign currency translations ... 12,712,253 (26,381,404) 3,606,463 (8,037,344) ------------ ------------ ----------- ----------- Net increase (decrease) in net assets resulting from operations ...................................... 916,581 (28,736,808) 359,349 (7,651,820) ------------ ------------ ----------- ----------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: Net investment income: Investor Shares ......................................... (172,598) (508,093) (353,167) (537,490) Advisor Shares .......................................... (160,773) (450,753) (34,486) (68,816) Net realized gains: Investor Shares ......................................... -- -- -- (1,356,021) Advisor Shares .......................................... -- -- -- (182,135) ------------ ------------ ----------- ----------- Total dividends and distributions ....................... (333,371) (958,846) (387,653) (2,144,462) ------------ ------------ ----------- ----------- SHARE TRANSACTIONS: INVESTOR SHARES: Sales of shares ............................................ 419,825 3,434,641 12,597 2,456,897 Reinvestment of distributions .............................. 167,480 487,919 353,167 1,893,510 Redemption of shares ....................................... (1,810,946) (1,647,090) (1,013,946) (840,680) Redemption fees -- Note 4 .................................. 2,697 456 -- 9,220 ------------ ------------ ----------- ----------- Total increase (decrease) from Investor Share transactions ................................... (1,220,944) 2,275,926 (648,182) 3,518,947 ------------ ------------ ----------- ----------- ADVISOR SHARES: Sales of shares ............................................ 18,223,410 4,787,976 1,106 617,410 Reinvestment of distributions .............................. 157,487 443,181 33,380 250,951 Redemption of shares ....................................... (4,315,143) (3,304,583) (22,934) (685,649) Redemption fees -- Note 4 .................................. 12,889 8,118 8 1,079 ------------ ------------ ----------- ----------- Total increase (decrease) from Advisor Share transactions ...................... 14,078,643 1,934,692 11,560 183,791 ------------ ------------ ----------- ----------- Net increase (decrease) in net assets from share transactions .............................. 12,857,699 4,210,618 (636,622) 3,702,738 ------------ ------------ ----------- ----------- Total increase (decrease) in net assets ................. 13,440,909 (25,485,036) (664,926) (6,093,544) NET ASSETS Beginning of Period ........................................ 31,306,438 56,791,474 8,045,226 14,138,770 ------------ ------------ ----------- ----------- End of Period .............................................. $ 44,747,347 $ 31,306,438 $ 7,380,300 $ 8,045,226 ============ ============ =========== =========== Undistributed (accumulated net investment loss/ distributions in excess of ) net investment income ...... $ 249,610 $ 239,024 $ 37,728 $ 312,971 ============ ============ =========== =========== The accompanying notes are an integral part of the financial statements. 56 EMERGING MARKET U.S. OPPORTUNITIES U.S. SMALL AND MID CAP EQUITY FUND FUND OPPORTUNITIES FUND - -------------------------- ---------------------------- ------------------------- SIX MONTHS YEAR SIX MONTHS YEAR SIX MONTHS YEAR ENDED ENDED ENDED ENDED ENDED ENDED APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, 2009 2008 2009 2008 2009 2008 - ----------- ------------ ------------ ------------- ----------- ----------- $ 97,191 $ 134,177 $ (209,066) $ (752,852) $ 9,747 $ (51,319) (5,110,779) (1,248,748) (24,090,004) (7,389,086) (1,694,958) (939,808) 7,901,621 (18,297,059) 16,645,225 (78,583,302) 2,501,663 (4,102,063) - ----------- ------------ ------------ ------------- ----------- ----------- 2,888,033 (19,411,630) (7,653,845) (86,725,240) 816,452 (5,093,190) - ----------- ------------ ------------ ------------- ----------- ----------- (14,779) (213,132) -- (355,955) -- -- -- (14,585) -- -- -- -- -- (3,019,681) -- (26,787,647) -- (612,596) -- (258,346) -- (527,482) -- (85,590) - ----------- ------------ ------------ ------------- ----------- ----------- (14,779) (3,505,744) -- (27,671,084) -- (698,186) - ----------- ------------ ------------ ------------- ----------- ----------- 9,372,257 7,851,055 5,754,680 19,012,384 9,751,716 7,480,540 14,779 3,232,813 -- 26,496,365 -- 612,596 (8,594,949) (1,250,000) (32,536,815) (56,895,681) (3,106,521) (789,624) 17,109 2 2,387 7,423 678 2,918 - ----------- ------------ ------------ ------------- ----------- ----------- 809,196 9,833,870 (26,779,748) (11,379,509) 6,645,873 7,306,430 - ----------- ------------ ------------ ------------- ----------- ----------- 435,349 4,579,468 82,589 604,435 617,209 126,537 -- 258,744 -- 512,281 -- 85,590 (959,974) (4,750,120) (1,045,911) (1,492,574) (151,537) (1,116,008) 1,154 136 -- -- 19 17 - ----------- ------------ ------------ ------------- ----------- ----------- (523,471) 88,228 (963,322) (375,858) 465,691 (903,864) - ----------- ------------ ------------ ------------- ----------- ----------- 285,725 9,922,098 (27,743,070) (11,755,367) 7,111,564 6,402,566 - ----------- ------------ ------------ ------------- ----------- ----------- 3,158,979 (12,995,276) (35,396,915) (126,151,691) 7,928,016 611,190 17,373,085 30,368,361 182,109,479 308,261,170 12,228,747 11,617,557 - ----------- ------------ ------------ ------------- ----------- ----------- $20,532,064 $ 17,373,085 $146,712,564 $ 182,109,479 $20,156,763 $12,228,747 =========== ============ ============ ============= =========== =========== $ 69,368 $ (13,044) $ (209,066) $ -- $ (4,647) $ (14,394) =========== ============ ============ ============= =========== =========== The accompanying notes are an integral part of the financial statements. 57 SCHRODER MUTUAL FUNDS STATEMENTS OF CHANGES IN NET ASSETS FOR THE PERIOD ENDED APRIL 30, 2009 (UNAUDITED) AND THE YEAR ENDED OCTOBER 31, 2008 NORTH AMERICAN TOTAL RETURN FIXED EQUITY FUND INCOME FUND ------------------------------ -------------------------- SIX MONTHS YEAR SIX MONTHS YEAR ENDED ENDED ENDED ENDED APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, 2009 2008 2009 2008 ------------- ------------- ------------ ----------- INCREASE IN NET ASSETS FROM OPERATIONS: Net investment income ...................................... $ 4,220,673 $ 12,999,196 $ 1,631,634 $ 2,990,052 Net realized gain (loss) on investments sold, futures and foreign currency transactions ....................... (75,894,378)+ (35,386,078)+ 229,674 1,752,996 Change in unrealized appreciation (depreciation) on investments, futures and foreign currency translations .. 29,066,756 (243,789,511) 4,470,957 (3,363,947) ------------- ------------- ------------ ----------- Net increase (decrease) in net assets resulting from operations ...................................... (42,606,949) (266,176,393) 6,332,265 1,379,101 ------------- ------------- ------------ ----------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Net investment income: Investor Shares ......................................... (12,818,379) (16,785,204) (1,605,312) (2,971,942) Advisor Shares .......................................... (2,845) (2,383) (74,994) (33,034) Net realized gains: Investor Shares ......................................... -- (89,455,959) (1,793,854) (99,066) Advisor Shares .......................................... -- (14,868) (38,598) (1,187) ------------- ------------- ------------ ----------- Total dividends and distributions ....................... (12,821,224) (106,258,414) (3,512,758) (3,105,229) ------------- ------------- ------------ ----------- SHARE TRANSACTIONS: INVESTOR SHARES: Sales of shares ............................................ 16,077,117 38,329,322 30,732,836 1,104,079 Proceeds from shares sold in-kind .......................... -- -- -- -- Reinvestment of distributions .............................. 7,983,706 92,825,863 3,360,639 3,065,135 Redemption of shares ....................................... (14,210,695) (38,965,899) (11,867,231) (1,414,329) Redemption of shares in-kind ............................... (84,561,824) (42,889,159) -- -- ------------- ------------- ------------ ----------- Total increase (decrease) from Investor Share transactions ............................. (74,711,696) 49,300,127 22,226,244 2,754,885 ------------- ------------- ------------ ----------- ADVISOR SHARES: Sales of shares ............................................ 2,000 20,513 6,913,470 298,999 Reinvestment of distributions .............................. 2,785 17,252 99,340 34,100 Redemption of shares ....................................... (1,995) -- (2,367,316) (166,091) ------------- ------------- ------------ ----------- Total increase from Advisor Share transactions .......... 2,790 37,765 4,645,494 167,008 ------------- ------------- ------------ ----------- Net increase (decrease) in net assets from share transactions ................................. (74,708,906) 49,337,892 26,871,738 2,921,893 ------------- ------------- ------------ ----------- Total increase (decrease) in net assets .................... (130,137,079) (323,096,915) 29,691,245 1,195,765 NET ASSETS Beginning of Period ........................................ 487,033,448 810,130,363 73,306,264 72,110,499 ------------- ------------- ------------ ----------- End of Period .............................................. $ 356,896,369 $ 487,033,448 $102,997,509 $73,306,264 ============= ============= ============ =========== Undistributed (distributions in excess of) net investment income ................................... $ 1,955,988 $ 10,556,539 $ (38,876) $ 9,796 ============= ============= ============ =========== + Includes realized gains or losses from in-kind transactions (see Note 6 in Notes to Financial Statements). The accompanying notes are an integral part of the financial statements. 58 STATEMENT OF CHANGES IN NET ASSETS FOR THE PERIOD ENDED APRIL 30, 2009 (UNAUDITED) AND THE PERIOD ENDED OCTOBER 31, 2008 MULTI-ASSET GROWTH PORTFOLIO -------------------------- SIX MONTHS PERIOD ENDED ENDED APRIL 30, OCTOBER 31, 2009 2008(a) ------------ ----------- INCREASE IN NET ASSETS FROM OPERATIONS: Net investment income ....................................................... $ 232,108 $ 407,589 Net realized loss on investments sold, futures, swap contracts and foreign currency transactions .................................................... (7,789,531) (3,078,808) Change in unrealized appreciation (depreciation) on investments, futures, swap contracts, forward foreign currency contracts and foreign currency translations ............................................................. 6,334,242 (6,569,283) ------------ ----------- Net decrease in net assets resulting from operations ..................... (1,223,181) (9,240,502) ------------ ----------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: Net investment income: Investor Shares: ......................................................... (18,542) -- A Class Shares ........................................................... (130,497) -- Advisor Shares ........................................................... (624,442) -- R Class Shares ........................................................... (16,070) -- ------------ ----------- Total dividends and distributions ........................................ (789,551) -- ------------ ----------- SHARE TRANSACTIONS: INVESTOR SHARES: Sales of shares ............................................................. 61,037 503,269 Reinvestment of distributions ............................................... 18,542 -- ------------ ----------- Total increase from Investor Share transactions .......................... 79,579 503,269 ------------ ----------- A SHARES: Sales of shares ............................................................. 94,510 26,439,738 Reinvestment of distributions ............................................... 585,002 -- Redemption of shares ........................................................ (14,977,180) (330,699) Redemption fees -- Note 4 ................................................... 344 9,623 ------------ ----------- Total increase (decrease) from A Share transactions ...................... (14,297,324) 26,118,662 ------------ ----------- ADVISOR SHARES: Sales of shares ............................................................. 4,250 3,801,850 Reinvestment of distributions ............................................... 130,497 -- Redemption of shares ........................................................ -- -- ------------ ----------- Total increase in Advisor Share transactions ............................. 134,747 3,801,850 ------------ ----------- R SHARES: Sales of shares ............................................................. -- 500,000 Reinvestment of distributions ............................................... 16,070 -- Total increase in R Share transactions ................................... 16,070 500,000 Net increase (decrease) in net assets from share transactions ............ (14,066,928) 30,923,781 ------------ ----------- Total increase (decrease) in net assets .................................. (16,079,660) 21,683,279 ------------ ----------- NET ASSETS Beginning of Period ......................................................... 21,683,279 -- ------------ ----------- End of Period ............................................................... $ 5,603,619 $21,683,279 ============ =========== Undistributed (distributions in excess of ) net investment income ........... $ (158,343) $ 399,100 ============ =========== (a) Fund commenced investment activities on December 20, 2007. The accompanying notes are an integral part of the financial statements. 59 SCHRODER MUTUAL FUNDS FINANCIAL HIGHLIGHTS FOR THE PERIOD ENDED APRIL 30, 2009 (UNAUDITED) AND THE YEARS OR PERIODS 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 VALUE, INVESTMENT UNREALIZED FROM FROM NET DISTRIBUTIONS BEGINNING INCOME GAINS INVESTMENT INVESTMENT FROM NET TOTAL OF PERIOD (LOSS) (LOSSES) OPERATIONS INCOME REALIZED GAIN DISTRIBUTIONS --------- ---------- ---------- ---------- ---------- ------------- ------------- INTERNATIONAL ALPHA FUND Investor Shares 2009* ...... $ 6.73 $ 0.06(1) $ 0.02+ $ 0.08 $(0.07) $ -- $(0.07) 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 2009* ...... $ 6.71 $ 0.05(1) $ 0.03+ $ 0.08 $(0.05) $ -- $(0.05) 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 2009* ...... $ 5.61 $ 0.08(1) $ 0.28 $ 0.36 $(0.27) $ -- $(0.27) 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 2009* ...... $ 5.59 $ 0.08(1) $ 0.28+ $ 0.36 $(0.25) $ -- $(0.25) 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 2009* ...... $ 6.99 $ 0.04(1) $ 1.19++ $ 1.23 $(0.01) $ -- $(0.01) 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 2009* ...... $ 6.97 $ 0.03(1) $ 1.18+ $ 1.21 $ -- $ -- $ -- 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 2009* ...... $15.79 $(0.02)(1) $(0.36)+ $(0.38) $ -- $ -- $ -- 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 2009* ...... $15.71 $(0.04)(1) $(0.35) $(0.39) $ -- $ -- $ -- 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 -- -- -- * For the six months ended April 30, 2009 (Unaudited). All ratios for the period have been annualized, except for the Portfolio Turnover Rate. ** 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 income (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. 60 RATIO OF NET RATIO OF INVESTMENT EXPENSES TO RATIO OF INCOME AVERAGE EXPENSES TO (LOSS) TO NET NET ASSETS AVERAGE AVERAGE ASSET NET (INCLUDING NET ASSETS NET ASSETS VALUE, ASSETS, WAIVERS AND (EXCLUDING (INCLUDING END END OF REIMBURSEMENTS, WAIVERS, WAIVERS, PORTFOLIO OF TOTAL PERIOD EXCLUDING REIMBURSEMENTS REIMBURSEMENTS TURNOVER PERIOD RETURN(A) (000) OFFSETS) AND OFFSETS) AND OFFSETS) RATE - ------ --------- -------- --------------- -------------- -------------- --------- $ 6.74 1.31% $ 14,523 1.15% 1.83% 1.98% 44% 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 $ 6.74 1.32% $ 30,224 1.40% 2.06% 1.68% 44% 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 $ 5.70 6.98% $ 6,585 1.15% 5.65% 3.13% 58% 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 $ 5.70 6.95% $ 795 1.40% 5.95% 3.05% 58% 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 $ 8.21 17.56% $ 19,825 1.25% 3.37% 1.20% 49% 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 $ 8.18 17.36% $ 707 1.50% 3.63% 0.87% 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 $15.41 (2.41)% $144,513 1.38% 1.38% (0.28)% 29% 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 $15.32 (2.48)% $ 2,199 1.64% 1.64% (0.55)% 29% 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. 61 SCHRODER MUTUAL FUNDS FINANCIAL HIGHLIGHTS FOR THE PERIOD ENDED APRIL 30, 2009 (UNAUDITED) AND THE YEARS OR PERIODS 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 DIVIDENDS DISTRIBUTIONS VALUE, INVESTMENT UNREALIZED TOTAL 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 2009* ......... $ 7.96 $ 0.01(1) $ 0.04+ $ 0.05 $ -- $ -- $ -- 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 2009* ......... $ 7.91 $(0.01)(1) $ 0.05+ $ 0.04 $ -- $ -- $ -- 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 2009* ......... $ 7.58 $ 0.11 $(0.74) $(0.63) $(0.24) $ -- $(0.24) 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 2009* ......... $ 7.55 $ 0.10 $(0.73) $(0.63) $(0.21) $ -- $(0.21) 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 2009* ......... $ 9.57 $ 0.19 $ 0.60 $ 0.79 $(0.20) $(0.24) $(0.44) 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 2009* ......... $ 9.57 $ 0.19 $ 0.60 $ 0.79 $(0.19) $(0.24) $(0.43) 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 2009* ......... $ 7.01 $ 0.11(1) $(0.22) $(0.11) $(0.36) $-- $(0.36) 2008(g) ....... 10.00 0.16(1) (3.15) (2.99) -- -- -- A Shares 2009* ......... $ 7.00 $ 0.11(1) $(0.22)+ $(0.11) $(0.34) $-- $(0.34) 2008(g) ....... 10.00 0.14(1) (3.14)+ (3.00) -- -- -- Advisor Shares 2009* ......... $ 7.00 $ 0.10(1) $(0.22) $(0.12) $(0.34) $-- $(0.34) 2008(g) ....... 10.00 0.14(1) (3.14) (3.00) -- -- -- R Shares 2009* ......... $ 6.98 $ 0.09(1) $(0.21) $(0.12) $(0.32) $-- $(0.32) 2008(g) ....... 10.00 0.12(1) (3.14) (3.02) -- -- -- * For the six months ended April 30, 2009 (Unaudited). All ratios for the period have been annualized, except for the Portfolio Turnover Rate. ** 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. 62 RATIO OF RATIO OF NET INVESTMENT EXPENSES TO RATIO OF INCOME (LOSS) AVERAGE NET EXPENSES TO TO ASSETS AVERAGE NET AVERAGE NET (INCLUDING ASSETS ASSETS WAIVERS AND (EXCLUDING (INCLUDING NET ASSET NET ASSETS, REIMBURSEMENTS, WAIVERS, WAIVERS, PORTFOLIO VALUE, END TOTAL END OF EXCLUDING REIMBURSEMENTS REIMBURSEMENTS TURNOVER OF PERIOD RETURN(a) PERIOD (000) OFFSETS) AND OFFSETS) AND OFFSETS) RATE - ---------- --------- ------------ --------------- -------------- -------------- --------- $ 8.01 0.63% $ 19,419 1.05% 3.00% 0.15% 45% 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 $7.95 0.51% $ 738 1.30% 3.22% (0.19)% 45% 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 $ 6.71 (8.27)% $ 356,802 0.43% 0.43% 2.35% 41% 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 $ 6.71 (8.31)% $ 94 0.78% 0.78% 1.97% 41% 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 $ 9.92 8.26% $ 97,291 0.40% 0.74% 3.92% 337% 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 $ 9.93 8.23% $ 5,707 0.65% 1.01% 3.56% 337% 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 $ 6.54 (1.33)% $ 415 1.25% 3.79% 3.37% 22% 7.01 (29.90) 354 1.25 3.80(i) 1.91 151 $ 6.55 (1.48)% $ 2,218 1.50% 3.92% 3.49% 22% 7.00 (30.00) 18,320 1.50 4.06(i) 1.65 151 $ 6.54 (1.52)% $ 2,627 1.50% 3.99% 3.18% 22% 7.00 (30.00) 2,660 1.50 4.06(i) 1.66 151 $ 6.54 (1.55)% $ 344 1.75% 4.24% 2.93% 22% 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. 63 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS APRIL 30, 2009 (UNAUDITED) 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. The Financial Statements for Schroder Municipal Bond Fund and Schroder Short-Term Municipal Bond Fund 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 Procedures established by the Funds' Trustees. The Funds' Fair Value Procedures are implemented through a Fair Value Committee 64 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) (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. As of November 1, 2008, the Funds adopted Statement of Financial Accounting Standards No. 157 -- Fair Value Measurements ("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 requires disclosure surrounding the various inputs that are used in determining the fair value of the Funds' investments. These inputs are summarized into the three broad levels listed below. - Level 1 -- quoted prices in active markets for identical securities - Level 2 -- other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) - Level 3 -- significant unobservable inputs (including the Funds' own assumptions in determining the fair value of investments) The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used as of April 30, 2009 in valuing the Funds' assets and liabilities carried at fair value: APPRECIATION IN DEPRECIATION IN INVESTMENTS IN OTHER FINANCIAL OTHER FINANCIAL VALUATION INPUTS SECURITIES INSTRUMENTS* INSTRUMENTS* - ---------------- -------------- --------------- --------------- SCHRODER INTERNATIONAL ALPHA FUND Level 1 -- Quoted Prices $43,806,936 $-- $-- Level 2 -- Other Significant Observable Inputs 837,945 -- -- Level 3 -- Significant Unobservable Inputs -- -- -- ----------- --- --- TOTAL $44,644,881 $-- $-- =========== === === 65 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) APPRECIATION IN DEPRECIATION IN INVESTMENTS IN OTHER FINANCIAL OTHER FINANCIAL VALUATION INPUTS SECURITIES INSTRUMENTS* INSTRUMENTS* - ---------------- -------------- --------------- --------------- SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND Level 1 -- Quoted Prices $ 7,349,462 $ -- $ -- Level 2 -- Other Significant Observable Inputs -- -- -- Level 3 -- Significant Unobservable Inputs 18,716 -- -- ------------ -------- --------- TOTAL $ 7,368,178 $ -- $ -- ============ ======== ========= SCHRODER EMERGING MARKET EQUITY FUND Level 1 -- Quoted Prices $ 20,472,280 $ -- $ -- Level 2 -- Other Significant Observable Inputs 84,843 -- -- Level 3 -- Significant Unobservable Inputs -- -- -- ------------ -------- --------- TOTAL $ 20,557,123 $ -- $ -- ============ ======== ========= SCHRODER U.S. OPPORTUNITIES FUND Level 1 -- Quoted Prices $145,581,774 $ -- $ -- Level 2 -- Other Significant Observable Inputs -- -- -- Level 3 -- Significant Unobservable Inputs -- -- -- ------------ -------- --------- TOTAL $145,581,774 $ -- $ -- ============ ======== ========= SCHRODER U.S. SMALL AND MID CAP OPPORTUNITIES FUND Level 1 -- Quoted Prices $ 20,221,791 $ -- $ -- Level 2 -- Other Significant Observable Inputs -- -- -- Level 3 -- Significant Unobservable Inputs -- -- -- ------------ -------- --------- TOTAL $ 20,221,791 $ -- $ -- ============ ======== ========= SCHRODER NORTH AMERICAN EQUITY FUND Level 1 -- Quoted Prices $356,164,253 $ -- $(112,965) Level 2 -- Other Significant Observable Inputs 110,944 -- -- Level 3 -- Significant Unobservable Inputs -- -- -- ------------ -------- --------- TOTAL $356,275,197 $ -- $(112,965) ============ ======== ========= SCHRODER TOTAL RETURN FIXED INCOME FUND Level 1 -- Quoted Prices $ 10,999,591 $ 18,645 $ (47,716) Level 2 -- Other Significant Observable Inputs 88,832,951 -- -- Level 3 -- Significant Unobservable Inputs -- -- -- ------------ -------- --------- TOTAL $ 99,832,542 $ 18,645 $ (47,716) ============ ======== ========= SCHRODER MULTI-ASSET GROWTH PORTFOLIO Level 1 -- Quoted Prices $ 5,435,263 $173,976 $(200,270) Level 2 -- Other Significant Observable Inputs -- -- -- Level 3 -- Significant Unobservable Inputs -- -- -- ------------ -------- --------- TOTAL $ 5,435,263 $173,976 $(200,270) ============ ======== ========= * Other financial instruments may include futures, forwards and swap contracts. 66 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) The following is a reconciliation of the investments in which significant unobservable inputs (Level 3) were used in determining value: SCHRODER INTERNATIONAL DIVERSIFIED VALUE INVESTMENTS IN SECURITIES FUND - ------------------------- ----------------- Balance as of October 31, 2008 $ -- Realized gain (loss) -- Change in unrealized appreciation (depreciation) -- Net purchases (sales) -- Net transfers in and/or out of Level 3 18,716 ------- Balance as of April 30, 2009 $18,716 ======= 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. 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. 67 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) 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. 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 Funds, in particular Schroder Total Return Fixed Income Fund and Schroder Multi-Asset Growth Portfolio may 68 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) 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 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 April 30, 2009, 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 April 30, 2009, 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 $16,109 1/7/05 $16,086 $15,625 0.0% 69 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) 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 April 30, 2009, the Schroder Multi-Asset Growth Portfolio incurred offering costs of $7,342 and as of April 30, 2009, the Fund has fully amortized its offering costs. 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%, and until February 28, 2010 to 0.54%). 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, after waivers. 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 administration 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 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 expenses through February 28, 2010 for Schroder U.S. Opportunities Fund and Schroder Total Return Fixed Income Fund, 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 70 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) (other than acquired fund fees and expenses, other indirect acquired fund 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%, Schroder International Diversified Value Fund, 1.15%, Schroder Emerging Market Equity Fund, 1.25%, Schroder U.S. Opportunities Fund, 1.70%, Schroder U.S. Small and Mid Cap Opportunities Fund, 1.05%, 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 expenses through February 28, 2010 for Schroder U.S. Opportunities Fund, Schroder Total Return Fixed Income Fund, 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, other indirect acquired fund 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%, Schroder International Diversified Value Fund, 1.40%, Schroder Emerging Market Equity Fund, 1.50%, Schroder U.S. Opportunities Fund, 1.95%, Schroder U.S. Small and Mid Cap Opportunities Fund, 1.30%, 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, 2010 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. 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 six months ended April 30, 2009 totaled $15,586, $8, $18,263, $2,387, $697 and $344, 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 six months ended April 30, 2009, 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. If a meeting relates to a single Fund or group of Funds, payments of such meeting fees are allocated only among those Funds to which the meeting relates. 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. 71 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) NOTE 6 -- INVESTMENT TRANSACTIONS Purchases and proceeds from sales and maturities of investments, excluding short-term securities for each Fund, for the six months ended April 30, 2009 were as follows: PURCHASES SALES AND MATURITIES ------------ -------------------- Schroder International Alpha Fund ................... $ 29,048,605 $ 16,606,856 Schroder International Diversified Value Fund ....... 4,223,909 5,239,618 Schroder Emerging Market Equity Fund ................ 8,407,225 8,146,481 Schroder U.S. Opportunities Fund .................... 40,570,311 65,348,657 Schroder U.S. Small and Mid Cap Opportunities Fund .. 11,515,883 5,614,753 Schroder North American Equity Fund ................. 140,999,798 182,610,456 Schroder Total Return Fixed Income Fund ............. 37,745,296 31,068,203 Schroder Multi-Asset Growth Portfolio ............... 2,592,919 14,252,701 Purchases and proceeds from sales and maturities of U.S. Government securities for the six months ended April 30, 2009 were as follows: PURCHASES SALES AND MATURITIES ----------- -------------------- Schroder Total Return Fixed Income Fund .... 214,306,857 220,438,231 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 effect the redemption is the respective asset price used to calculate the net asset value of the shares redeemed. For the year ended October 31, 2008, the Schroder North American Equity Fund realized gains from in-kind redemptions of $5,180,341. For the six months ended April 30, 2009, the Schroder North American Equity Fund realized losses from in-kind redemptions of $18,461,226. 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: INCOME REALIZED FROM AFFILIATED REGISTERED GAINS AFFILIATED INVESTMENT COMPANY CONTRIBUTIONS WITHDRAWALS (LOSSES) INVESTMENTS - --------------------- ------------- ----------- ------------ ----------- Schroder U.S. Small and Mid Cap Opportunities Fund ........................................ $598,847 $2,205,378 $(1,288,826) $ -- Schroder Emerging Market Equity Fund ........... 58,389 575,650 (642,217) 557 Schroder International Alpha Fund .............. 21,273 1,666,877 (963,692) 21,273 Schroder International Diversified Value Fund .. 69,626 1,010,817 (905,382) 69,626 NOTE 7 -- FEDERAL INCOME TAXES The Schroder 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 the fiscal year ended October 31, 2008 was estimated as if the Fund filed on a separate return basis. The estimated taxes for this period were $147,660. 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. 72 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) 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 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) 73 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) 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 At April 30, 2009, 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 ............... $ 50,972,549 $ 2,823,146 (9,150,814) (6,327,668) Schroder International Diversified Value Fund ... 10,045,649 398,453 (3,075,924) (2,677,471) Schroder Emerging Market Equity Fund ............ 22,046,366 1,722,300 (3,211,543) (1,489,243) Schroder U.S. Opportunities Fund ................ 157,318,439 12,740,745 (24,477,410) (11,736,665) Schroder U.S. Small and Mid Cap Opportunities Fund ......................................... 20,142,943 1,523,726 (1,444,878) 78,848 Schroder North American Equity Fund ............. 455,484,233 11,487,140 (110,696,176) (99,209,036) Schroder Total Return Fixed Income Fund ......... 98,528,345 1,857,208 (553,011) 1,304,197 Schroder Multi-Asset Growth Portfolio ........... 5,644,010 191,761 (400,508) (208,747) 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 and Schroder International Diversified Value 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. 74 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) 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 April 30, 2009 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 -------------------------- % OF NUMBER FUND HELD ------- --------- Schroder International Alpha Fund ..................... 3 90.31% Schroder International Diversified Value Fund ......... 3 98.71 Schroder Emerging Market Equity Fund .................. 3 82.53 Schroder U.S. Opportunities Fund ...................... 3 76.77 Schroder U.S. Small and Mid Cap Opportunities Fund .... 6 86.67 Schroder North American Equity Fund ................... 4 83.41 Schroder Total Return Fixed Income Fund ............... 4 90.28 Schroder Multi-Asset Growth Portfolio ................. 5 98.64 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. 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. Any advance under the line of credit is contemplated primarily for temporary or emergency purposes consistent with the investment objectives and fundamental investment restrictions of the borrower, or to finance the redemption of the shares of a shareholder of the borrower. 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 November 1, 2008 through April 30, 2009. 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 ------------------------ ------------------------- ------------------------- SIX MONTHS YEAR SIX MONTHS YEAR SIX MONTHS YEAR ENDED ENDED ENDED ENDED ENDED ENDED APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, 2009 2008 2009 2008 2009 2008 ---------- ----------- ---------- ------------ ----------- ----------- INVESTOR SHARES: Sales of shares .......... 66,629 351,750 2,512 282,628 1,187,291 642,134 Reinvestment of distributions ......... 26,500 40,026 68,576 184,373 2,155 230,257 Redemption of shares ..... (299,820) (150,536) (211,969) (84,401) (1,106,894) (90,216) --------- -------- -------- ------- ---------- -------- Net increase (decrease) in Investor Shares ....... (206,691) 241,240 (140,881) 382,600 82,552 782,175 ========= ======== ======== ======= ========== ======== ADVISOR SHARES: Sales of shares .......... 2,887,859 469,751 215 50,881 57,425 329,402 Reinvestment of distributions ......... 24,919 36,416 6,481 24,459 -- 18,455 Redemption of shares ..... (727,427) (317,143) (4,850) (59,364) (123,336) (340,781) --------- -------- -------- ------- ---------- -------- Net increase in Advisor Shares ................ 2,185,351 189,024 1,846 15,976 (65,911) 7,076 ========= ======== ======== ======= ========== ======== 75 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) U.S. OPPORTUNITIES U.S. SMALL AND MID CAP NORTH AMERICAN FUND OPPORTUNITIES FUND EQUITY FUND ------------------------ ------------------------ ------------------------- SIX MONTHS YEAR SIX MONTHS YEAR SIX MONTHS YEAR ENDED ENDED ENDED ENDED ENDED ENDED APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, 2009 2008 2009 2008 2009 2008 ---------- ----------- ---------- ----------- ----------- ----------- INVESTOR SHARES: Sales of shares ..................... 415,612 984,467 1,358,564 712,839 2,391,212 3,916,897 Reinvestment of distributions ....... -- 1,238,726 -- 55,239 1,200,557 8,423,399 Redemption of shares ................ (2,363,222) (2,802,194) (443,030) (71,717) (2,191,910) (3,625,013) Redemption of shares in-kind ........ -- -- -- -- (12,491,720) (4,373,826) ---------- ---------- --------- ------- ----------- ---------- Net increase (decrease) in Investor Shares .................. (1,947,610) (579,001) 915,534 696,361 (11,091,861) 4,341,457 ========== ========== ========= ======= =========== ========== ADVISOR SHARES: Sales of shares ..................... 5,957 28,434 86,964 12,224 339 2,088 Reinvestment of distributions ....... -- 24,017 -- 7,746 419 1,565 Redemption of shares ................ (74,799) (73,488) (23,215) (104,345) (282) -- ---------- ---------- --------- ------- ----------- ---------- Net increase (decrease) in Advisor Shares ................... (68,842) (21,037) 63,749 (84,375) 476 3,653 ========== ========== ========= ======= =========== ========== TOTAL RETURN FIXED INCOME FUND ------------------------ SIX MONTHS YEAR ENDED ENDED APRIL 30, OCTOBER 31, 2009 2008 ---------- ----------- INVESTOR SHARES: Sales of shares ..................... 3,111,309 108,534 Reinvestment of distributions ....... 339,124 309,996 Redemption of shares ................ (1,200,879) (142,808) ---------- -------- Net increase in Investor Shares ..... 2,249,554 275,722 ========== ======== ADVISOR SHARES: Sales of shares ..................... 698,241 30,531 Reinvestment of distributions ....... 10,036 3,447 Redemption of shares ................ (237,817) (16,828) ---------- -------- Net increase (decrease) in Advisor Shares ................... 470,460 17,150 ========== ======== MULTI-ASSET GROWTH PORTFOLIO ------------------------ SIX MONTHS YEAR ENDED ENDED APRIL 30, OCTOBER 31, 2009 2008(a) ---------- ----------- INVESTOR SHARES: Sales of shares ..................... 10,018 50,480 Reinvestment of distributions ....... 2,929 -- Redemption of shares ................ -- -- ---------- --------- Net increase in Investor Shares ..... 12,947 50,480 ========== ========= A SHARES: Sales of shares ..................... 666 2,654,639 Reinvestment of distributions ....... 20,583 -- Redemption of shares ................ -- (37,504) ---------- --------- Net increase in A Shares ............ 21,249 2,617,135 ========== ========= ADVISOR SHARES: Sales of shares ..................... 14,813 380,201 Reinvestment of distributions ....... 92,271 -- Redemption of shares ................ (2,385,595) -- ---------- --------- Net increase in Advisor Shares ...... (2,278,511) 380,201 ========== ========= R SHARES: Sales of shares ..................... -- 50,000 Reinvestment of distributions ....... 2,535 -- Redemption of shares ................ -- -- ---------- --------- Net increase in R Shares ............ 2,535 50,000 ========== ========= (a) Fund commenced investment activities on December 20, 2007. 76 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) APRIL 30, 2009 (UNAUDITED) NOTE 12 -- ACCOUNTING PRONOUNCEMENTS In March 2008, the FASB issued SFAS No. 161, DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. SFAS No. 161 is 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. In October 2008, the FASB issued Staff Position 157-3, DETERMINING THE FAIR VALUE OF A FINANCIAL ASSET IN A MARKET THAT IS NOT ACTIVE ("FSP 157-3"), which clarifies the application of SFAS 157 in an inactive market and provides an illustrative example to demonstrate how the fair value of a financial asset is determined when the market for that financial asset is not active. The guidance provided by FSP 157-3 did not have an impact on the Fund's approach to valuing financial assets. In April 2009, FASB Staff Position No. 157-4 -- DETERMINING FAIR VALUE WHEN THE VOLUME AND LEVEL OF ACTIVITY FOR THE ASSET OR LIABILITY HAVE SIGNIFICANTLY DECREASED AND IDENTIFYING TRANSACTIONS THAT ARE NOT ORDERLY ("FSP 157-4") was issued. FSP 157-4 clarifies the process for measuring the fair value of financial instruments when the markets become inactive and quoted prices may reflect distressed transactions. FSP 157-4 provides a non-exclusive list of factors a reporting entity should consider when determining whether there has been a significant decrease in the volume and level of activity for an asset or liability when compared with normal market activity. Under FSP 157-4, if a reporting entity concludes there has been a significant decrease in volume and level of activity for the asset or liability (or similar assets or liabilities), transactions or quoted prices may not be determinative of fair value. Further analysis of the transactions or quoted prices is needed, and a significant adjustment to the transactions or quoted prices may be necessary to estimate fair value in accordance with FASB Statement No. 157 -- FAIR VALUE MEASUREMENT. FSP 157-4 is effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. At this time, management is evaluating the impact of FSP 157-4 on the Fund's financial statements. 77 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. 78 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 11/1/08 4/30/09 Ratios Period* --------- --------- ---------- -------- Schroder International Alpha Fund Actual Return Investor Shares $1,000.00 $1,013.10 1.15% $5.74 Advisor Shares 1,000.00 1,013.20 1.40% $6.99 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,019.09 1.15% $5.76 Advisor Shares 1,000.00 1,017.85 1.40% $7.00 Schroder International Diversified Value Fund Actual Return Investor Shares $1,000.00 $1,069.80 1.15% $5.90 Advisor Shares 1,000.00 1,069.50 1.40% $7.18 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,019.09 1.15% $5.76 Advisor Shares 1,000.00 1,017.85 1.40% $7.00 79 SCHRODER MUTUAL FUNDS DISCLOSURE OF FUND EXPENSES (UNAUDITED) (CONTINUED) Beginning Ending Net Expenses Account Account Annualized Paid Value Value Expense During 11/1/08 4/30/09 Ratios Period* --------- --------- ---------- -------- Schroder Emerging Market Equity Fund Actual Return Investor Shares $1,000.00 $1,175.60 1.25% $6.74 Advisor Shares 1,000.00 1,173.60 1.50% $8.08 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,018.60 1.25% $6.26 Advisor Shares 1,000.00 1,017.36 1.50% $7.50 Schroder U.S. Opportunities Fund Actual Return Investor Shares $1,000.00 $ 975.90 1.38% $6.76 Advisor Shares 1,000.00 975.20 1.64% $8.03 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,017.95 1.38% $6.90 Advisor Shares 1,000.00 1,016.66 1.64% $8.20 Schroder U.S. Small and Mid Cap Opportunities Fund Actual Return Investor Shares $1,000.00 $1,006.30 1.05% $5.22 Advisor Shares 1,000.00 1,005.10 1.30% $6.46 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,019.59 1.05% $5.26 Advisor Shares 1,000.00 1,018.35 1.30% $6.51 Schroder North American Equity Fund Actual Return Investor Shares $1,000.00 $ 917.30 0.43% $2.04 Advisor Shares 1,000.00 916.90 0.78% $3.71 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,022.66 0.43% $2.16 Advisor Shares 1,000.00 1,020.93 0.78% $3.91 Schroder Total Return Fixed Income Fund Actual Return Investor Shares $1,000.00 $1,082.60 0.40% $2.07 Advisor Shares 1,000.00 1,082.30 0.65% $3.36 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,022.81 0.40% $2.01 Advisor Shares 1,000.00 1,021.57 0.65% $3.26 80 SCHRODER MUTUAL FUNDS DISCLOSURE OF FUND EXPENSES (UNAUDITED) (CONCLUDED) Beginning Ending Net Expenses Account Account Annualized Paid Value Value Expense During 11/1/08 4/30/09 Ratios Period* --------- --------- ---------- -------- Schroder Multi-Asset Growth Portfolio Actual Return Investor Shares $1,000.00 $ 986.70 1.25% $6.16 A Shares 1,000.00 985.20 1.50% $7.38 Advisor Shares 1,000.00 984.80 1.50% $7.38 R Shares 1,000.00 984.50 1.75% $8.61 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,018.60 1.25% $6.26 A Shares 1,000.00 1,017.36 1.50% $7.50 Advisor Shares 1,000.00 1,017.36 1.50% $7.50 R Shares 1,000.00 1,016.12 1.75% $8.75 * Expenses are equal to the Fund's annualized expense ratio multiplied by the average account value over the account period, multiplied by 181/365 (to reflect the one-half year period). 81 NOTES NOTES 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) Peter S. Knight William L. Means James D. Vaughn 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 PUBLIC PricewaterhouseCoopers LLP 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 52027 (SCHRODERS LOGO) ITEM 2. CODE OF ETHICS. Not applicable for semi-annual report. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable for semi-annual report. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable for semi-annual report. 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 February 1, 2009 through April 30, 2009 that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Not applicable for semi-annual report. (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: July 7, 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: July 7, 2009 ----------------------- By (Signature and Title)* /s/ Alan M. Mandel ---------------------------------------- Alan M. Mandel, Treasurer and Chief Financial Officer Date: July 7, 2009 ----------------------- * Print the name and title of each signing officer under his or her signature.