UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM N-CSR ---------- CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES INVESTMENT COMPANY ACT FILE NUMBER 811-01911 SCHRODER CAPITAL FUNDS (DELAWARE) (Exact name of registrant as specified in charter) ---------- 875 Third Avenue, 22nd Floor New York, NY 10022 (Address of principal executive offices) (Zip code) Schroder Capital Funds (Delaware) P.O. Box 8507 Boston, MA 02266 (Name and address of agent for service) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 1-800-464-3108 DATE OF FISCAL YEAR END: OCTOBER 31, 2009 DATE OF REPORTING PERIOD: OCTOBER 31, 2009 ITEM 1. REPORTS TO STOCKHOLDERS. SCHRODER MUTUAL FUNDS OCTOBER 31, 2009 ANNUAL REPORT Schroder International Alpha Fund Schroder International Diversified Value Fund Schroder Emerging Market Equity Fund Schroder U.S. Opportunities Fund Schroder U.S. Small and Mid Cap Opportunities Fund Schroder North American Equity Fund Schroder Total Return Fixed Income Fund Schroder Multi-Asset Growth Portfolio (SCHRODERS LOGO) SCHRODER MUTUAL FUNDS December 2, 2009 Dear Shareholder: We are pleased to provide the Annual Report to shareholders of the Schroder Mutual Funds, which covers the twelve months ended October 31, 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 twelve-month period ended October 31, 2009 was extremely volatile for investors. The reporting period began on a very negative note with the market falling sharply through November 2008. Despite recovering some ground toward the end of November, and trading sideways in December, the S&P 500 ended calendar 2008 down 37.00%. The roller coaster ride for investors continued well into 2009 as the S&P hit its lowest closing level in twelve years on March 9, 2009. 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, governments worldwide were forced to take unprecedented monetary steps to ease the economic pain, including the over $1 trillion in stimulus packages, expansionary monetary policies and new programs to assist banks in clearing bad debt off their balance sheets. Markets have staged a turnaround toward the end of the reporting period with investors returning to risk assets. Subsequent to March 9, 2009, global equities and domestic markets began to rise, while the emerging markets are up some 50% over the same period. As a result, the S&P ended with an increase of 9.80% for the twelve-month period ended October 31, 2009. We have also seen strong rallies in the credit and commodity markets while the US dollar has weakened. Meanwhile, alongside hopes of recovery, government bond yields have risen. The end of the reporting period saw us upgrade our global growth forecasts, with the world economy now expected to contract by 2% this year before growing at just over 2% in 2010. The upgrade has largely been driven by a better-than-expected GDP performance in the second quarter and an improvement in business surveys, with the biggest forecast increases having been made in Europe and Japan. We have also raised our forecasts for emerging markets due to the growth upgrade in the Organisation for Economic Co-operation and Development ("OECD") region and resilient Chinese growth. The latter has continued to enjoy upgrades as fiscal policy has boosted activity. Meanwhile, we expect the recovery in the global economy to be driven by the industrial sector as the inventory cycle turns and stronger government spending kicks in. On the inflation front, we are forecasting a sharp fall in 2009 helped by lower commodity prices and the slack created by the downturn. In 2010, inflation should move up again due to higher energy prices. However, deflationary pressures persist and we believe the US will experience a decline in core inflation throughout 2010. In line with the upgrade to global growth, we have brought forward our forecasts for monetary policy tightening. We now expect the first rate hikes from the US Federal Reserve (Fed) and the Bank of England (BoE) to occur in June next year, thus marking an end to the period of ultra-loose policy. Meanwhile, the European Central Bank (ECB) and the Bank of Japan (BoJ) are expected to follow in August and September respectively. However, a coordinated move with all the major central banks tightening together is also a possibility. While inflation and credit growth are still likely to be subdued at this point, the tightening of policy will be in recognition of the stabilization of the banking sector and financial system. The case for setting interest rates at emergency levels will no longer be valid. At the same time, with the world economy returning to grow, we would expect rates to increase gradually over the rest of 2010 and to rise further in 2011. Nonetheless, we believe they should remain at very low levels by historical standards. Moreover, concerns about the sustainability of the recovery, the need to rein in budget deficits and an absence of inflationary pressure will mean that rates will rise slowly and are likely to peak at levels lower than in previous cycles. Our view is that returns on cash will likely be negligible for some time, forcing investors to continue to search for yield. Consequently, we would expect more gains for credit markets and a potential flattening of the yield curve as investors reach for longer maturities. More generally, we expect to see a return of carry trades with investors taking on more risk to generate income. Alongside continued growth, this is a favorable backdrop for equity markets. The recovery combined with aggressive cost cutting has brought a substantial improvement in earnings growth expectations. 1 SCHRODER MUTUAL FUNDS As we stated in the Funds' Semi-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 THIS REPORT WERE THOSE OF THE PRESIDENT OF THE FUNDS AND EACH RESPECTIVE FUND'S PORTFOLIO MANAGEMENT TEAM AS OF THE DATE SPECIFIED, AND MAY NOT REFLECT THE VIEWS OF THE PRESIDENT OR THE PORTFOLIO MANAGERS ON THE DATE THIS ANNUAL REPORT IS PUBLISHED OR ANY TIME THEREAFTER. THESE VIEWS ARE INTENDED TO ASSIST SHAREHOLDERS OF THE FUNDS IN UNDERSTANDING THEIR INVESTMENT IN THE FUNDS AND DO NOT CONSTITUTE INVESTMENT ADVICE; INVESTORS SHOULD CONSULT THEIR OWN INVESTMENT PROFESSIONALS AS TO THEIR INDIVIDUAL INVESTMENT PROGRAMS. CERTAIN SECURITIES DESCRIBED IN THESE REPORTS MAY NO LONGER BE HELD BY THE FUNDS AND THEREFORE MAY NO LONGER APPEAR IN THE SCHEDULES OF INVESTMENTS AS OF OCTOBER 31, 2009. 2 SCHRODER INTERNATIONAL ALPHA FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 2, 2009) PERFORMANCE In the twelve months ended October 31, 2009, the Schroder International Alpha Fund gained 35.28% (Investor Shares) and 34.84% (Advisor Shares) compared to the Morgan Stanley Capital International EAFE Index (the "Index"), a broad-based basket of international stocks, which gained 27.71%. MARKET BACKGROUND It was an extremely eventful twelve months - with a strong recovery in the equity markets post-March 2009. Slowing growth in the global economy in 2008 was exacerbated by the meltdown in the financial sector as credit markets froze after the collapse of Lehman Brothers in September. Banks stopped lending to each other. Previous consensus that the global economy was 'merely' entering a recession soon escalated into fears of a deeper and much more painful depression. The first four months of the period under review saw the Index fall sharply, with European financials down by over 40%. Like their US peers, most European banks reported large losses, while Asian (ex Japan) banks and those in emerging economies fared better. Consumer confidence in developed countries declined as a result of falling property prices combined with increasing unemployment and high levels of debt. Companies took drastic action in the light of slumping global demand and cut costs rapidly by reducing capacity and announcing layoffs. Inventories were also drawn down sharply, which weighed on raw material prices and industrial production. These efforts would prepare businesses for the worst-case scenario that many economists and business leaders were beginning to predict for 2009. In fact, these exercises turned out to be very significant in the turnaround in the economic and corporate environments that followed. Markets reached a low on March 9, and have rallied strongly thereafter. This rebound followed an unprecedented global synchronization of activity by governments and central banks, entering into a period of loose monetary policy. Interest rates around the world were cut to all-time lows and authorities devised various ways to inject liquidity into the financial system as well as the general economy. Governments around the world, including in key developing economies, announced sizable quantitative easing and economic stimulus packages. Spending was targeted at infrastructure projects and at boosting domestic consumption. China's stimulus plan was perhaps most effective, largely because of the speed at which it was implemented. Interestingly, as the importance and the resilience of emerging economies grew stronger, the role of the G20 increased during the crisis, arguably substituting for the G7 as the key forum for international economic cooperation. This further underlines our belief in the "Supercycle" - the increasing role of large emerging markets economies in the global economy. As investors started to believe that the worst of the economic weakness was over, global demand for resources strengthened, driving raw material and energy prices higher. Industrial production rose and the inventory cycle started to turn positive as companies slowed or stopped de-stocking. The materials, industrials and financials sectors soared from the lows in March and ended the twelve-month period with the best overall performances in the Index. Defensive sectors underperformed, with utilities and healthcare the weakest overall. Pharmaceuticals continued to be held back by concerns over the impact of patent expiries. From a regional perspective, Pacific ex Japan produced the strongest returns in the Index by some margin (more than 65%), while Japan remained the main laggard. Emerging markets were also extremely strong. PORTFOLIO REVIEW Performance over the twelve months ended October 31, 2009 was substantially ahead of the Index, with particularly strong relative returns in the first two quarters of 2009. The outperformance in that period more than compensated for the impact of disappointing returns in the third quarter 2009, when market leadership shifted to some of the lower-quality names. This included financial companies that received government bailouts as well as some of the more cyclical areas of the market. We maintained a focus on high-quality growth companies throughout the twelve months and, for the majority of the period, investors rewarded factors such as visible and sustainable earnings, sound business models, and quality management teams. The largest contributions to the Fund's outperformance of the Index came from its holdings in the energy, financials, consumer discretionary and materials sectors. In regional terms, an off-benchmark position in emerging markets contributed a good deal to relative returns. 3 SCHRODER INTERNATIONAL ALPHA FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 2, 2009) The biggest contributor in the energy sector was NIKO RESOURCES, a Canada-based company that has had very successful drilling results in the Indian subcontinent. The benefit of the Fund's commitment to quality was most noticeable in the financial sector during the initial period of intense pressure. We largely avoided banks that needed large additional capital and faced the biggest losses. Instead, we preferred exposure to three areas. One was the more defensive, better-capitalized European banks such as CREDIT SUISSE and, later in the period, HSBC HOLDINGS. Another preference was for insurance groups like AXA. The third was financials benefiting from strong consumption trends in key emerging markets in Asia (SWIRE PACIFIC, PING AN INSURANCE GROUP OF CHINA and SUN HUNG KAI PROPERTIES) and Latin America (ITAU UNIBANCO HOLDING). Stocks like these tended to outperform with lower volatility than the sector average. In the consumer discretionary sector, we steered clear of companies overly exposed to Europe and the US and most of the Fund's exposure was in companies benefiting from the much more resilient emerging markets' domestic economies, especially China, India and Brazil. Beijing was able to implement quickly and efficiently its stimulus package, with funding made available to support consumer spending, including subsidies for buying fuel-efficient cars, and a focus on infrastructure lending. Companies in the Fund's portfolio that benefited from the strength of the Chinese consumer included DENWAY MOTORS. The Fund was well positioned for the wider rebound in the auto industry, as we focused on manufacturers of small cars and those with advanced electric and hybrid technologies, such as HONDA MOTOR. China's infrastructure projects related to green technologies such as renewable energy. Companies such as DONGFANG ELECTRIC, which manufactures power generation equipment, saw profits rise sharply after winning contracts, for example in new hydroelectric and nuclear plants. Construction and infrastructure spending also went on in a number of other areas, such as roads, railways and housing. Materials companies such as Brazil's VALE, the largest iron ore producer in the world, benefitted as did European steel producers such as THYSSEN KRUPP and ARCELOR MITTAL. In terms of sectors that detracted from performance, the Fund's telecom holdings underperformed in the fourth quarter of 2008, as some of the low-growth companies in the sector, perceived as defensive, did well. CHINA UNICOM was impacted by restructuring in the industry and supportive regulatory changes were slower to develop than we anticipated; the stock was sold to fund higher conviction ideas. JAPAN NTT fell as investors rotated into more cyclical ideas. OUTLOOK Markets seem to have shrugged off the fears of earlier this year. In many ways the operating environment has shifted so dramatically during the crisis that many companies, especially in the financial sector, are re-evaluating their way of conducting business or the kind of business opportunity they are seeking. Looking forward to 2010 and beyond, it seems that the crisis could have a structural and long-term impact on global economic growth and its competitive landscape. In the short term, governments' unprecedented global synchronized liquidity injection, combined with low interest rates, is very sup-portive of the markets. The inventory cycle should also support economic growth, as the dramatic de-stocking gradually stabilizes and reverses. We believe the base effect should continue to be positive until March or April 2010. Macro economic and corporate earnings will appear somewhat positive by comparisons to the very poor results from the fourth quarter of 2008 and the first quarter of 2009. Furthermore, companies have cut costs dramatically in the past twelve months and, as a result, equities are in a "sweet spot" - assuming demand stabilizes or resumes. Finally, although investors have reversed an abnormally high cash position, we believe most are still underinvested in equities versus cash or bonds. In summary, the environment looks very favourable in the short term. Looking into the medium-term, however, we can identify several sources of uncertainty that might create volatility in the markets. First, the evolution of banking regulations post the emergency measures put in place still appears hesitant. This is particularly the case in Europe, as governments and regulators are still grappling with a wide range of issues across the financial sector. In recent events, such as the forced ING business split, investors may have trouble understanding the rationales of some government actions if not their consistency. 4 SCHRODER INTERNATIONAL ALPHA FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 2, 2009) Second, the re-leveraging of governments in the developed world in an effort to cushion the impact of the crisis has potential long-term ramifications in the West, which we believe investors have failed to appreciate. Third, how the world will react to the eventual withdrawal of quantitative easing is still unknown for regions such as the US and Europe. The room for policy mistakes in this respect is large. The risk, in our view, is not that of premature tightening, but the opposite - that policy remains too loose for too long, which could potentially add to inflationary pressure. The other key point related to the withdrawal of quantitative easing over time is that over the next twelve to eighteen months, cost of capital will most likely increase for many companies around the world. With this in mind, we see the recent interest rate increases in countries like Australia as positive. It would be fair to assume that other countries, such as China, will also gradually withdraw stimulus soon. The marginal growth in consumption in the developing world is becoming more important than most people accept. This is key to picking successful global companies with strong balance sheets that can generate emerging market growth and yet offer attractive valuations. Another impact of the crisis is linked to relative global corporate competitiveness. While we can observe abundant liquidity across the world, access to bank loans in the developed world is still not available to some companies. This, combined with overcapacity in some key sectors, might create new aspects of competitiveness that could put higher labor cost countries in difficulty if innovation fails to bring newer products or services leadership. Looking beyond the financial crisis and its global structural impact, there are key long-term trends that are continuing to shape tomorrow's operating environment for companies, namely climate change, demographics and the "Supercycle." While the general lack of credit in 2008 had an adverse effect on the ability to finance some long-term projects, the crisis also had a positive impact on climate change investment. Most of the economic stimulus packages announced in the past year have included substantial investment in green initiatives. A big milestone is set for the UN conference in Copenhagen in December 2009, when leaders from around the world meet to reach an agreement on reducing greenhouse gas emissions. With regards to the "Supercycle" - the role of the large emerging economies in the world economy - we believe that, on a relative basis, the outlook for spending in these countries has improved as a result of the financial crisis. While quality companies have withstood the crisis quite well overall, it is essential in our opinion to understand the shifts in the long-term environment they operate in, such as the key trends mentioned above, to assess the sustainability of their earnings power. 5 SCHRODER INTERNATIONAL ALPHA FUND COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE SCHRODER INTERNATIONAL ALPHA FUND -- INVESTOR AND ADVISOR SHARES VS. THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) EAFE INDEX. (PERFORMANCE GRAPH) Schroder Schroder International International Alpha Fund, Alpha Fund, Investor Advisor MSCI EAFE Shares Shares Index ------------- ------------- --------- 10/31/1999 10,000 10,000 10,000 10/31/2000 10,802 10,773 9,710 10/31/2001 8,105 8,063 7,290 10/31/2002 6,711 6,664 6,327 10/31/2003 8,232 8,150 8,037 10/31/2004 9,328 9,216 9,551 10/31/2005 11,142 10,976 11,279 10/31/2006 14,468 14,236 14,383 10/31/2007 18,430 18,068 17,966 10/31/2008 9,409 9,207 9,590 10/31/2009 12,728 12,414 12,247 The MSCI EAFE Index is a market weighted index composed of companies representative of the market structure of certain developed market countries in Europe, Australia, Asia and the Far East, and reflects dividends reinvested net of non-recoverable withholding tax. PERFORMANCE INFORMATION One Year Ended Five Years Ended Ten Years Ended October 31, 2009 October 31, 2009 (b) October 31, 2009 (b) ---------------- -------------------- -------------------- Schroder International Alpha Fund (a) -- Investor Shares ..................... 35.28% 6.41% 2.44% Advisor Shares ...................... 34.84% 6.14%(c) 2.19%(c) (a) Effective April 1, 2006, the advisory fee of the Fund increased to 0.975% per annum. If the Fund had paid such higher fees during prior periods, the returns of the Fund would have been lower. (b) Average annual total return. (c) The Advisor Shares commenced operations on May 15, 2006. The performance information provided in the above table for periods prior to May 15, 2006 reflects the performance of the Investor Shares of the Fund, adjusted to reflect the distribution fees paid by Advisor Shares. "TOTAL RETURN" SHOWN ABOVE IS CALCULATED INCLUDING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RESULTS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. RETURNS FOR CERTAIN PERIODS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THAT PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN AN INVESTOR'S ORIGINAL COST. TOP 5 HOLDINGS % OF SECURITY INVESTMENTS - -------- ----------- Vodaphone Group 3.0% HSBC Holdings 2.9 Credit Suisse 2.6 Thyssen Krupp 2.6 Cia Vale Do Rio Doce 2.6 GEOGRAPHIC ALLOCATION (PIE CHART) % of Investments ---------------- Continental Europe 36.7% Emerging Markets 11.4 United Kingdom 15.5 Japan 14.8 Pacific ex-Japan 16.7 North America 3.5 Short-Term Investment 1.4 6 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 3, 2009) PERFORMANCE For the twelve months ended October 31, 2009, the Schroder International Diversified Value Fund (the "Fund") gained 48.45% (Investor Shares) and 48.42% (Advisor Shares) compared to the Morgan Stanley Capital International EAFE Index (the "Index"), a broad-based basket of international stocks, which rose 27.71% during this same period. MARKET BACKGROUND International equity markets headed higher during the latter part of the reporting period, continuing the strong rebound from the lows of early March that was fueled by highly accommodative fiscal and monetary policy. While there were tentative signs toward the end of the period that the rebound was losing some of its conviction, many of the themes that were apparent between March and June were also common to the third quarter. The key drivers remained value and pro-cyclicality, which was evident at the stock level by strong gains in more volatile companies with high market sensitivity (i.e., beta). At a broader level, emerging markets, materials, industrials, financials, as well as small and mid cap stocks were the clear leaders, while more defensive sectors such as utilities and health care were the standout laggards. Japanese stocks were also notable in their underperformance, with the overall market lagging behind other international stocks generally by more than 10%. PORTFOLIO REVIEW The 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. Over the twelve-month period ended October 31, 2009, stock selection was positive across all sectors and accounted for the vast bulk of the excess performance relative to the Index. The Fund's allocation to emerging Asia and Latin America was also beneficial. Value Stocks performed extremely strongly during the reporting period and relative returns of this magnitude are typically infrequent but quite understandable given the extreme market pessimism early in the year - that created a very good opportunity for long-term value investors. Certainly, a decent part of the value investment opportunity which emerged during 2008 and early 2009 when investors became very pessimistic may have played out due to a rebound in investors' risk appetite. However, we see an emerging value opportunity reflected in the more defensive composition of the Fund thanks to its significant current allocations to cheap defensives, particularly within telecoms, health, staples and utilities compared to its highly cyclical early March portfolio weightings. OUTLOOK Compared to the early stages of the market rebound in the second quarter, portfolio activity has slowed although we still continued to increase exposure to unfashionable defensive companies within health care and staples whilst reducing the allocation to the increasingly popular cyclical stocks, particularly within consumer discretionary, such as autos. Indeed, at the end of the reporting period, the Fund's position in health care and staples was close to an all-time high, which represents a substantial difference in the composition of the portfolio compared to early in the year. In particular, the higher weight to defensive stocks appears to have reduced the strategy's sensitivity to market movements dramatically (the Fund's beta is now much closer to neutral). In financials, we find value opportunities with insurance and asset management stocks while we believe that banks represent a less attractive proposition as value and quality tends to be more mutually exclusive and perhaps more efficiently priced. Within cyclical areas, we prefer industrials rather than consumer stocks, while it is also worth noting that exposure to Japan remains somewhat lower than has been the case in the recent past. We believe that the most attractive investment opportunities are not in the Index but typically among smaller cap stocks, particularly in the industrial and technology sectors. More recently, we have rotated out of some of the "glamour" emerging markets that have performed very well recently (e.g., China) and reinvested in less fashionable countries like Thailand. 7 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND -- INVESTOR AND ADVISOR SHARES VS. THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) EAFE INDEX. (PERFORMANCE GRAPH) Schroder Schroder International International Diversified Diversified Value Fund, Value Fund, MSCI EAFE Investor Shares Advisor Shares Index --------------- -------------- --------- 8/30/2006 10,000 10,000 10,000 10/31/2006 10,540 10,530 10,407 10/31/2007 13,866 13,827 12,999 10/31/2008 6,848 6,805 6,939 10/31/2009 10,166 10,100 8,862 The MSCI EAFE Index is a market weighted index composed of companies representative of the market structure of certain developed market countries in Europe, Australia, Asia and the Far East, and reflects dividends reinvested net of non-recoverable withholding tax. PERFORMANCE INFORMATION One Year Annualized Ended Since October 31, 2009 Inception (a) ---------------- ------------- Schroder International Diversified Value Fund -- Investor Shares ............................. 48.45% 0.52% Advisor Shares .............................. 48.42% 0.32% (a) From commencement of Fund operations on August 30, 2006. "TOTAL RETURN" SHOWN ABOVE IS CALCULATED INCLUDING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RESULTS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. RETURNS FOR CERTAIN PERIODS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THAT PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN AN INVESTOR'S ORIGINAL COST. TOP 5 HOLDINGS SECURITY % OF INVESTMENTS - -------- ---------------- Teck Cominco 0.5% Tesco 0.5 Nippon Telephone and Telegraph 0.5 GlaxoSmithKline 0.5 Seven & I Holding 0.5 GEOGRAPHIC ALLOCATION (PIE CHART) % of Investments ---------------- Continental Europe 41.0% Japan 18.2 Emerging Markets 10.1 United Kingdom 11.3 North America 11.2 Pacific ex-Japan 8.2 Short-Term Investment 0.0 8 SCHRODER EMERGING MARKET EQUITY FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 2, 2009) PERFORMANCE In the twelve months ended October 31, 2009, the Schroder Emerging Market Equity Fund (the "Fund") rose 62.38% (Investor Shares) and 62.41% (Advisor Shares), compared to the Morgan Stanley Capital International Emerging Markets Index (the "Index"), a broad-based basket of international stocks, which rose 64.13% during the same period. MARKET BACKGROUND Global equity markets delivered strong returns, rallying sharply in the latter part of the twelve-month reporting period as investor risk appetite improved. Ongoing uncertainties about the outlook for the global economy and generally weak data weighed on sentiment in the early part of the period. However, from mid-March, global equity markets rallied, benefiting from growing confidence about the prospects for a global economic recovery as well as monetary and fiscal stimulus measures announced by many of the world's central banks. Emerging markets delivered excellent returns against this background, well ahead of overall returns from markets in the developed world, as they gained from the strengthening of investor confidence. Emerging markets also performed well as some countries, such as China, were able to offset the global slowdown with increased domestic demand as a result of government investment. This in turn boosted demand for raw materials, helping commodity-rich economies such as Brazil. Emerging markets generally delivered excellent returns over the period, with Indonesia, Peru, Colombia and Brazil among the best performers. In Indonesia, positives included receding external liquidity concerns, the central bank cutting interest rates and a relatively benign political outlook following parliamentary elections and confirmation that President Yudhoyono won re-election in the first round of voting. Peru and Brazil benefited from the strength of commodity-related stocks while both countries' central banks cut interest rates. In other developments, rating agency Moody's upgraded Brazil's sovereign debt rating to investment grade, while data was released showing GDP growing by 1.9% quarter-on-quarter in the second quarter. In Colombia, positives included the central bank cutting interest rates. In other developments, the Colombian authorities were given the facility to request up to US$10.4bn from the International Monetary Fund ("IMF"), under its Flexible Credit Line (FCL). China also outperformed. Positives included the country's central bank easing monetary policy in the early part of the period while the Chinese authorities announced a significant fiscal package to stimulate infrastructure and housing investment. This helped to boost domestic growth, with data released showing Q3 2009 GDP growth coming in at 8.9% year-on-year. However, concerns over the impact of government measures to curb investment and credit growth and about a surfeit of issuance in the market weighed on sentiment somewhat in the latter part of the period. Poland, the Czech Republic and Israel were among the laggards, although they delivered strong returns in absolute terms. The Polish and Czech markets were weak in the early part of the period, with investors concerned about the pace of economic deterioration in the Central European Three ("CE3") countries (Czech Republic, Hungary and Poland) generally given their close trading links with developed Europe and also about the level of external debt, especially in Poland. These markets recovered later in the period as investor confidence improved, while both countries' central banks reduced interest rates. In Israel, the underperformance of local index heavyweight TEVA PHARMACEUTICAL INDUSTRIES held back the market's relative returns while the central bank unexpectedly raised interest rates in the latter part of the period. Mexico also lagged, although performance was strong in absolute terms. Poor domestic economic news and investor concerns about the US economy (to which Mexico has a high degree of linkage) weighed on the market for much of the period (although the market later recovered, buoyed by increased risk appetite and investor confidence about the prospects for economic recovery in the US). The Mexican central bank reduced interest rates, Mexico extended its foreign exchange swap line agreement with the US Federal Reserve and the IMF announced a US$47bn support package, against the background of a weakening currency. In other developments, news emerged in April of the outbreak of the H1N1 virus in Mexico and its spread to other countries. PORTFOLIO REVIEW Over the twelve-month period, the Fund underperformed the Index. Overall, country allocation was positive and stock selection negative. Overweights to both Indonesia and China, as well as the underweight to Mexico added value. In addition, in Korea, the underweight earlier and overweight later in the period were also positive. Indonesia outperformed as the economy was relatively less affected by the global recession. Mexico underperformed on concerns over the deteriorating fiscal balance and the scale of the economic decline. Korea underperformed to June given weak domestic demand and its higher than average sensitivity to developed economic growth. China outperformed as its central bank eased monetary policy in the early part of the period while the Chinese authorities announced 9 SCHRODER EMERGING MARKET EQUITY FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 2, 2009) a significant fiscal package to stimulate infrastructure and housing investment, boosting domestic demand. This was somewhat offset by the cash position held by the Fund in the early part of the recovery. Stock selection was positive in South Africa (overweight ANGLOGOLD and NASPERS), Hungary (overweight GEDEON RICHTER earlier in the period) and Taiwan (overweight HON HAI PRECISION INDUSTRY and CHINATRUST FINANCIAL HOLDING). This was offset however by negative stock selection in Israel (overweight MAKHTESHIM-AGAN INDUSTRIES and SHUFERSAL), Thailand (overweight SIAM COMMERCIAL BANK and PTT EXPLORATION & PRODUCTION), China (underweight TENCENT HOLDINGS and CHINA SHENHUA ENERGY) and various other smaller effects. OUTLOOK The pick-up in economic indicators has generated a sharp improvement in investor sentiment and produced a strong recovery in markets, which although losing momentum somewhat seems to be well supported. With uncertainty over the strength of future economic growth still prevalent, the abundant liquidity being provided by central banks around the world is unlikely to be removed anytime soon, although a modest tightening in some emerging countries would not be too surprising. Moreover, earnings momentum is improving. For example, following aggressive cost cutting, operational gearing in the US is relatively high and forward looking estimates are being revised up. Furthermore, emerging markets earnings growth is expected to be 25-30% over the next twelve months and valuations remain attractive. We continue to believe an economic recovery will be underway by early 2010, albeit an anaemic one; although the risk of a significant correction in the near term has receded, a moderate pull-back in markets would not be too surprising given the strength of the recovery year-to-date. However, benign monetary and fiscal policies, together with attractive valuations and growth prospects for the emerging world, suggest that the outlook for global emerging markets remains favourable. 10 SCHRODER EMERGING MARKET EQUITY FUND COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE SCHRODER EMERGING MARKET EQUITY FUND -- INVESTOR AND ADVISOR SHARES VS. THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) EMERGING MARKETS INDEX. (PERFORMANCE GRAPH) Schroder Emerging Market Schroder Emerging Market Equity Fund, Equity Fund, MSCI Emerging Markets Investor Shares Advisor Shares Index ------------------------ ------------------------ --------------------- 3/31/2006 10,000 10,000 10,000 10/31/2006 10,550 10,530 10,509 10/31/2007 17,987 17,910 17,639 10/31/2008 8,062 8,015 7,700 10/31/2009 13,092 13,017 12,638 The MSCI Emerging Markets Index is an unmanaged market capitalization index of companies representative of the market structure of emerging countries in Europe, the Middle East, Africa, Latin America and Asia. The Index reflects actual buyable opportunities for the non-domestic investor by taking into account local market restrictions on share ownership by foreigners. PERFORMANCE INFORMATION One Year Annualized Ended Since October 31, 2009 Inception (a) ---------------- ------------- Schroder Emerging Market Equity Fund -- Investor Shares .................... 62.38% 7.81% Advisor Shares ..................... 62.41% 7.64% (a) From commencement of Fund operations on March 31, 2006. "TOTAL RETURN" SHOWN ABOVE IS CALCULATED INCLUDING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RESULTS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. RETURNS FOR CERTAIN PERIODS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THAT PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN AN INVESTOR'S ORIGINAL COST. TOP 5 HOLDINGS SECURITY* % OF INVESTMENTS - --------- ---------------- Samsung Electronic 3.1% OAO Gazprom ADR 2.7 Petrobras ADR 2.5 China Construction Bank 2.4 Infosys Technologies ADR 2.1 * Excludes any Short-Term Investments. GEOGRAPHIC ALLOCATION (PIE CHART) % of Investments ---------------- Asia/Far East 56.0% Latin America 15.9 Europe 14.6 Africa 6.8 Mid-East 3.2 Short-Term Investment 3.5 11 SCHRODER U.S. OPPORTUNITIES FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 2, 2009) PERFORMANCE In the twelve months ended October 31, 2009, the Schroder U.S. Opportunities Fund (the "Fund") rose 14.95% (Investor Shares) and 14.64% (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 rose 6.46%. The Fund's outperformance of the Index was driven by strong stock selection. Positive stock selection in the financial services, energy and consumer discretionary sectors contributed to performance. Stock selection detracted in only two sectors: health care and producer durables sectors. At the sector level, an underweight in financial services contributed significantly while the Fund's average cash position (10%) hurt performance. MARKET BACKGROUND The US market declined significantly during the first half of the reporting period. News of the 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. Since March 9, 2009, markets rallied as the government unveiled the Public-Private Investment Program to clean up toxic assets on US banks' balance sheets and a fiscal stimulus package. US markets also benefited from some positive economic news. In housing, the S&P/Case-Shiller Home Price Index, which tracks changes in the value of residential real estate markets, showed improvement during the 3rd calendar quarter of 2009. In the manufacturing sector, data from the Institute for Supply Management's New Orders Index has also generated optimism. Merrill Lynch has observed that narrowing credit spreads have been a key driver of this rally. Smaller market cap stocks, companies with higher debt levels and lower quality stocks have continued to rally since March 9, 2009 and to the end of September 2009. This is typically what leads off of the bottom but this move has been well above the average rally in the second half of a recession, with the Index up over 70% from March 9, 2009, when US equity markets hit their low point for the year, to September 30, 2009. PORTFOLIO REVIEW Within the financial services sector, the Fund's positions in EURONET WORLDWIDE, DIGITAL REALTY TRUST and ANNALY CAPITAL MANAGEMENT provided positive returns. Shares of EURONET WORLDWIDE, an electronic payments provider, were up due to higher profits from India, Poland and Germany and cost cutting efforts. Both DIGITAL REALTY TRUST and ANNALY CAPITAL MANAGEMENT, which are real estate investment trusts, recently had positive earnings results. From the consumer discretionary sector, the Fund's holding in HOME INNS & HOTELS MANAGEMENT and CENTRAL GARDEN & PET added value to the portfolio. HOME INNS, a Chinese low cost hotel provider, gained considerable profits from the 2008 Olympics in China and a rise in revenues came from an increase of price sensitive travelers in the declining macro environment. Shares of CENTRAL GARDEN were up during the period as the company's stock benefited from a 5% rise in sales from its gardening division. On the other hand, stock selection in health care and producer durables lagged during the reporting period. From the health care sector, the Fund's position in KV PHARMACEUTICALS, a specialty pharmaceutical company, was the biggest drag on Fund performance in 2009. KV'S stock declined due to manufacturing problems, which led to a product recall. Finally, the Fund's holdings in HURON CONSULTING also hurt performance. In late July, HURON announced a restatement of more than three years of results to correct errors from acquisition-related accounting issues. The company lowered its earnings guidance, HURON'S CEO and Chief Accounting Officer resigned and the stock price fell significantly. The Fund's position was liquidated on concerns regarding HURON'S ability to retain key personnel, who are the core of its business. At the sector level, the Fund's exposure to cash (averaging 10%) was the largest single detractor to returns. However, an underweight in financial services and an overweight in technology added value. 12 SCHRODER U.S. OPPORTUNITIES FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 2, 2009) OUTLOOK The markets are presently very difficult to read. We have expected a pull back of some sorts given the sharp move up since March 9, 2009, but this has not happened. Market reactions to economic news have generally become less extreme and risk appetite has returned to the market. But at the same time, small cap valuations have become less attractive now that the market is reflecting the economic recovery in its pricing. We are concerned that there are still more headwinds to come. We continue to maintain a cautious stance, waiting to see sequential company growth through cash flows, earnings or revenues, or an overall improvement in fundamentals. As we are bottom-up investors, the Fund's portfolio reflects the companies that we believe to be most attractive in terms of quality and valuations. Our top-down thoughts about the economy and the market in general have modest bearing on the Fund, but we would like to see a recovery in unemployment and consumer confidence reports. We are also keeping a watchful eye on the emerging markets, particularly in China as we believe it is key to global growth with its potential implications for US markets. 13 SCHRODER U.S. OPPORTUNITIES FUND COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE SCHRODER U.S. OPPORTUNITIES FUND -- INVESTOR AND ADVISOR SHARES VS. THE RUSSELL 2000 INDEX. (PERFORMANCE GRAPH) Schroder U.S. Schroder U.S. Opportunities Russell Opportunities Fund, Fund, Advisor 2000 Investor Shares Shares Index ------------------- ------------- -------- 10/31/1999 10,000 10,000 10,000 10/31/2000 14,073 14,038 11,741 10/31/2001 14,540 14,465 10,250 10/31/2002 13,098 12,999 9,064 10/31/2003 17,307 17,132 12,994 10/31/2004 20,943 20,678 14,518 10/31/2005 23,302 22,949 16,272 10/31/2006 28,352 27,870 19,523 10/31/2007 34,029 33,377 21,334 10/31/2008 23,454 22,938 14,046 10/31/2009 26,960 26,296 14,953 The Russell 2000 Index is a market capitalization weighted broad based index of 2,000 small capitalization U.S. companies. PERFORMANCE INFORMATION One Year Ended Five Years Ended Ten Years Ended October 31, 2009 October 31, 2009 (c) October 31, 2009 (c) ---------------- -------------------- -------------------- Schroder U.S. Opportunities Fund (a)(b) -- Investor Shares ....................... 14.95% 5.18% 10.43% Advisor Shares ........................ 14.64% 4.92%(d) 10.15%(d) (a) The portfolio manager primarily responsible for making investment decisions for the Fund assumed this responsibility effective January 2, 2003. The performance results for periods prior to January 2, 2003 were achieved by the Fund under a different portfolio manager. (b) Effective May 1, 2006, the combined advisory and administrative fees of the Fund increased to 1.00% per annum. If the Fund had paid such higher fees during prior periods, the returns of the Fund would have been lower. (c) Average annual total return. (d) The Advisor Shares commenced operations on May 15, 2006. The performance information provided in the above table for periods prior to May 15, 2006 reflects the performance of the Investor Shares of the Fund, adjusted to reflect the distribution fees paid by Advisor Shares. "TOTAL RETURN" SHOWN ABOVE IS CALCULATED INCLUDING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RESULTS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. RETURNS FOR CERTAIN PERIODS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THAT PERIOD; ABSENT FEE WAIVERS AND/OR REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN AN INVESTOR'S ORIGINAL COST. TOP 5 HOLDINGS SECURITY* % OF INVESTMENTS - --------- ---------------- Waste Connections 3.0% Reinsurance Group of America Class A 2.3 St. Mary's Land and Exploration 2.0 PSS World Medical 1.8 Scientific Games Class A 1.6 * Excludes any Short-Term Investments. SECTOR ALLOCATION SECTOR % OF INVESTMENTS - ------ ---------------- Consumer Discretionary 18.3% Technology 15.3 Health Care 14.4 Financial Services 14.0 Short-Term Investment 10.8 Materials & Processing 6.3 Consumer Staples 5.6 Other Energy 5.0 Utilities 4.7 Producer Durables 3.5 Autos & Transportation 2.1 14 SCHRODER U.S. SMALL AND MID CAP OPPORTUNITIES FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 2, 2009) PERFORMANCE In the twelve months ended October 31, 2009, the Schroder U.S. Small and Mid Cap Opportunities Fund (the "Fund") rose 17.71% (Investor Shares) and 17.45% (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 rose 13.26%. The Fund's outperformance of the Index was primarily driven by both stock selection and the residual allocations in the technology, utilities and financial services sectors. Only our picks in the consumer discretionary, health care and producer durables detracted. MARKET BACKGROUND The US market declined significantly during the first half of the reporting period. News of the 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. Since March 9, 2009, markets rallied as the government unveiled the Public-Private Investment Program to clean up toxic assets on US banks' balance sheets and a fiscal stimulus package. US markets also benefited from some positive economic news. In housing, the S&P/Case-Shiller Home Price Index, which tracks changes in the value of residential real estate markets, showed improvement during the 3rd calendar quarter of 2009. In the manufacturing sector, data from the Institute for Supply Management's New Orders Index has also generated optimism. Merrill Lynch has observed that narrowing credit spreads have been a key driver of this rally. Smaller market cap stocks, companies with higher debt levels and lower quality stocks have continued to rally since March 9, 2009 and through the end of September. This is typically what leads off of the bottom but this move has been well above the average rally in the second half of a recession, with the Russell 2000 Index up over 70% from March 9, 2009, when US equity markets hit their low point for the year, to September 30, 2009. PORTFOLIO REVIEW From the technology sector, the Fund's positions in ROVI and BROCADE COMMUNICATION SYSTEMS had the biggest impact. ROVI benefited during the reporting period due to recurring revenue streams from the digital cable and satellite businesses. Shares of BROCADE COMMUNICATION surged up 16% on the back of potential news that Hewlett-Packard or Oracle might buy out the company. The Fund's stock selection in utilities and financial services also added value. In utilities, holdings in TW TELECOM and M&T BANK from financial services positively impacted performance. Shares of TW TELECOM gained strength as the company beat its consecutive quarterly earnings for the fourth time. This was driven by an increase in revenues and strong margins, which helped increase cash flow. In addition, M&T BANK'S share price appreciated as the company benefited from an FDIC-assisted bank acquisition and improving net interest margins. In contrast, stock selection in consumer discretionary, health care and producer durables lagged over the period. Within the three sectors, the Fund's position in HURON CONSULTING detracted significantly from performance. In late July, HURON announced that they would restate more than three years of results to correct errors from acquisition-related accounting issues. The company lowered its earnings guidance, HURON'S CEO and Chief Accounting Officer resigned and the stock price fell significantly. The Fund's position was liquidated on concerns regarding HURON'S ability to retain key personnel, who are the core of its business. At the sector level, the Fund benefited from an overweight in technology and an underweight in utilities and financial services. However, the Fund's average cash position and an underweight in consumer discretionary weakened overall performance. 15 SCHRODER U.S. SMALL AND MID CAP OPPORTUNITIES FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 2, 2009) OUTLOOK The markets are presently very difficult to read. In a sense, markets are seemingly driven by the news of the day, rising or falling based on the day's economic news. We are concerned that there are still more headwinds to come. We continue to maintain a cautious stance, waiting to see sequential company growth through cash flows, earnings or revenues, or an overall improvement in fundamentals. As we are bottom-up investors, the Fund's portfolio reflects the companies that we are finding to be most attractive in terms of quality and valuations. Our top-down thoughts about the economy and the market in general have modest bearing on the Fund but, we would like to see a recovery in unemployment and consumer confidence reports. We also are keeping a watchful eye on the emerging markets, particularly in China, as we believe it is key to global growth with its potential implications for US markets. 16 SCHRODER U.S. SMALL AND MID CAP OPPORTUNITIES FUND COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE SCHRODER U.S. SMALL AND MID CAP OPPORTUNITIES FUND -- INVESTOR AND ADVISOR SHARES VS. THE RUSSELL 2500 INDEX. (PERFORMANCE GRAPH) Schroder Schroder U.S. Small U.S. Small and Mid Cap and Mid Cap Opportunities Opportunities Fund, Investor Fund, Advisor Russell Shares Shares 2500 Index -------------- ------------- ---------- 3/31/2006 10,000 10,000 10,000 10/31/2006 10,250 10,230 10,077 10/31/2007 12,567 12,530 11,358 10/31/2008 8,506 8,450 7,125 10/31/2009 10,013 9,924 8,070 The Russell 2500 Index is a market capitalization weighted broad based index measuring the performance of the 2500 smallest companies in the Russell 3000 Index, which represents approximately 20% of the total market capitalization of the Russell 3000 Index. PERFORMANCE INFORMATION One Year Annualized Ended Since October 31, 2009 Inception (a) ---------------- ------------- Schroder U.S. Small and Mid Cap Opportunities Fund -- Investor Shares .................................. 17.71% 0.04% Advisor Shares ................................... 17.45% (0.21)% (a) From commencement of Fund operations on March 31, 2006. "TOTAL RETURN" SHOWN ABOVE IS CALCULATED INCLUDING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RESULTS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. RETURNS FOR CERTAIN PERIODS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THAT PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN AN INVESTOR'S ORIGINAL COST. TOP 5 HOLDINGS SECURITY* % OF INVESTMENTS - --------- ---------------- Republic Service 3.5% Amdocs 3.2 DaVita 2.9 Devry 2.8 Burger King Holdings 2.3 * Excludes any Short-Term Investments. SECTOR ALLOCATION SECTOR % OF INVESTMENTS - ------ ---------------- Short-Term Investment 19.6% Consumer Discretionary 19.5 Financial Services 13.5 Technology 13.4 Health Care 11.7 Utilities 6.8 Materials & Processing 4.9 Producer Durables 3.6 Other Energy 2.6 Consumer Staples 2.1 Autos & Transportation 1.2 Investment Companies 1.1 17 SCHRODER NORTH AMERICAN EQUITY FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 2, 2009) PERFORMANCE In the twelve months ended October 31, 2009, the Schroder North American Equity Fund (the "Fund") rose 10.59% (Investor Shares) and 10.28% (Advisor Shares). For the same twelve-month period, the FTSE All World Series North American Index, a broad-based basket of North American stocks, rose 11.63%. For the same twelve-month period, the S&P 500 Index rose by 9.80%. (Note that, as the S&P 500 Index is the industry standard and a more widely-recognized benchmark than the FTSE All World Series North American Index, beginning November 1, 2009, only the S&P 500 Index will be used for comparisons.) MARKET BACKGROUND North American equities fell during the early portion of the 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. Despite the temporary dip in July, US equities began to make gains toward the end of the period. Evidence of stabilization, or even strength, in the US economy gathered momentum, led on by better than expected economic data. There were also signs of stabilization in the housing market, although the US consumer has so far been less resilient. Meanwhile, corporate earnings at the end of the period were biased towards the upside with over 70% of the S&P 500 companies reporting positive earnings surprises in the second quarter. Against this hopeful backdrop, the S&P 500 Index gained 9.80% for the year, but lagged the rest of world as measured by the MSCI World Index, which gained 18.42% for the same twelve-month period ended October 31, 2009. At a sector level, information technology stocks led the gains; whilst cyclical sectors such as materials outperformed traditionally defensive utilities, healthcare and tele-com services sectors. PORTFOLIO REVIEW The Fund slightly lagged the FTSE All World North Series American Index but was ahead of the S&P 500 Index over the year as a whole. Leading contributors to performance included strong stock selection in the utilities and materials sectors, as well as our relatively lower allocation to underperforming industrials, particularly US industrials conglomerates and aerospace stocks. The North American Equity Fund is highly diversified across a large range of stocks and investment strategies. Sector weights are carefully risk-managed relative to the benchmark. By design, the strategy is beta-neutral with a reliable risk controlled "alpha" meaning that it is constructed with the intent to be insensitive to market movements and other thematic trends. The strategy is not dominated by fads in market sentiment, which are often captured by following recent momentum. OUTLOOK The key features of the Fund's investment themes at the end of the reporting period included: - INCREASED EXPOSURE TO TECHNOLOGY SECTOR. We are increasingly finding technology companies in both hardware and software that we believe to be attractive. - FOCUS UPON QUALITY WITH FINANCIALS. Within financials, where we are slightly overweight, we favor life insurance issuers where we can find higher quality stocks on what we believe are favorable valuations. - REMAINED UNDERWEIGHT UTILITIES. Within defensive sectors we prefer areas such as staples retailing and telecom stocks rather than utilities. - REDUCED EXPOSURE TO CYCLICALS. Within cyclical stocks, we have a bias to late-cycle industrials. 18 SCHRODER NORTH AMERICAN EQUITY FUND COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE SCHRODER NORTH AMERICAN EQUITY FUND -- INVESTOR AND ADVISOR SHARES VS. THE STANDARD & POOR'S (S&P) 500 INDEX, AND THE FTSE NORTH AMERICAN (NA) EQUITY INDEX. (PERFORMANCE GRAPH) Schroder Schroder North American North American Equity Fund, Equity Fund, Investor Advisor S&P 500 FTSENA Shares Shares Index Equity Index -------------- ----------------- ------- -------------- 9/17/2003 10,000 10,000 10,000 10,000 10/31/2003 10,280 10,278 10,261 10,278 10/31/2004 11,348 11,308 11,228 11,331 10/31/2005 12,536 12,459 12,207 12,552 10/31/2006 14,547 14,408 14,201 14,695 10/31/2007 16,740 16,520 16,269 17,155 10/31/2008 10,914 10,725 10,396 10,896 10/31/2009 12,069 11,827 11,415 12,163 The FTSE North American Equity Index is a market capitalization value weighted composite index of over 700 U.S. and Canadian companies and reflects the reinvestment of dividends. The S&P 500 Index is a market capitalization value weighted composite index of 500 large capitalization U.S. companies and reflects the reinvestment of dividends. The S&P 500 Index is the industry standard for measuring managers' performance in North American equities and is a more widely recognized benchmark than the FTSE North American Equity Index. For future reports, only the S&P 500 Index will be used for comparisons. PERFORMANCE INFORMATION One Year Five Years Annualized Ended Ended Since October 31, 2009 October 31, 2009 (c) Inception ---------------- -------------------- --------- Schroder North American Equity Fund -- Investor Shares ...................... 10.59% 1.24% 3.12%(a) Advisor Shares ....................... 10.28% 0.90%(b) 2.78%(b) (a) The Investor Shares commenced operations on September 17, 2003. (b) The Advisor Shares commenced operations on March 31, 2006. The performance information provided in the above table for periods prior to March 31, 2006 reflects the performance of the Investor Shares of the Fund, adjusted to reflect the distribution fees paid by Advisor Shares. (c) Average annual total return. "TOTAL RETURN" SHOWN ABOVE IS CALCULATED INCLUDING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RESULTS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN AN INVESTOR'S ORIGINAL COST. TOP 5 HOLDINGS SECURITY* % OF INVESTMENTS - --------- ---------------- Exxon Mobil 3.1% Microsoft 2.5 JPMorgan Chase 1.7 Johnson & Johnson 1.7 Procter & Gamble 1.7 * Excludes any Short-Term Investments SECTOR ALLOCATION SECTOR % OF INVESTMENTS - ------ ---------------- Manufacturing 44.6% Finance, Insurance and Real Estate 15.9 Services 11.2 Transportation, Communications, Electric, Gas and Sanitary Services 10.1 Retail Trade 7.5 Mining 7.0 Short-Term Investment 2.1 Wholesale Trade 1.6 Construction 0.0 19 SCHRODER TOTAL RETURN FIXED INCOME FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 2, 2009) PERFORMANCE During the twelve months ended October 31, 2009, the Schroder Total Return Fixed Income Fund (the "Fund") rose 14.79% (Investor Shares) and 14.61% (Advisor Shares), compared to the Barclays Capital U.S. Aggregate Bond Index (the "Index"), a broad-based basket of U.S. debt securities, which rose 13.79%. MARKET BACKGROUND The reporting period was a remarkable and yet challenging year for investors. For the last couple months of 2008 and beginning of 2009, the bond market reeled from the catastrophic collapse of Lehman Brothers, the resultant fears of counterparty actions and the evaporation of liquidity. Inter-bank lending dried up and LIBOR rose sharply while US Treasury rates rapidly declined as the Federal Reserve moved the federal funds rate from 1.0% to a Japan-like zero interest rate policy for the first time ever. Additionally, the Fed initiated quantitative easing with a proliferation of programs and corporate and financial support designed to increase liquidity and avert a depression. These unprecedented market conditions and policy responses led to a sharp reversal in interest rates and risk premiums by the middle of the first quarter. Investors began to unwind the panicked "flight-to-quality" trades of 2008 and actively sought to increase exposure to risk assets, primarily corporate bonds and mortgage-backed securities ("MBS"). With continuing depressed economic conditions, however, the government kept its foot on the accelerator and increased its use of creative fiscal and monetary policies. The introduction of the Public-Private Investment Program ("PPIP"), which innovatively combined both private capital and government-provided leverage to purchase securities from banks, was an important step to increase liquidity on bank balance sheets. Also, the Federal Reserve greatly enlarged its debt purchase program in order to reduce consumer borrowing (mortgage refinance) costs, expanding targeted MBS pass-through purchases from $500 to $1,250 billion and adding $100 billion in agency debentures and, importantly, $300 billion in U.S. 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. By mid year 2009, the elimination of the risk of another financial crisis or economic depression was the key catalyst in promoting additional risk taking. Indeed, policies designed to move assets from weak hands to strong hands (such as the Federal Reserve's Term Asset-Backed Securities Loan Facility ("TALF")) and bank repayment of some government supplied capital were instrumental in restoring investor confidence. As a result, cash flows into corporate and mortgage/asset-backed sectors increased sharply with funds coming from both low-yielding cash and governments as well as from re-balancing out of other asset classes like equities. However, in contrast to the pronounced financial market improvement, economic conditions only roughly stabilized after very sharp cutbacks in many sectors. Manufacturing and production indices remained in negative territory, albeit at significantly better levels than in the first half of 2009, while important housing prices continued to decline in most regions and unemployment continued its trajectory higher. Over the last few months, economic conditions have begun to stabilize with even a positive print for GDP and improved produc-tivity, further spurring the already positive performance of non-Treasury sectors. Also positively impacting the rebound in these sectors, specifically corporate debt, has been the surge in fund flows. According to AMG Data Service, there has been a net redemption from money market funds of over $375 billion year to date through September, which would be the largest annual outflow ever. The majority, $249 billion, has gone into taxable bond funds with investment grade corporates ($125 billion) and high yield ($27 billion) receiving large shares. Institutional investor flows not captured in the above figures have likely been much larger. Sectors that had been under the most pressure in 2008 performed best during the reporting period. Treasuries posted modest returns but investment grade corporate bonds, asset-backed securities ("ABS"), commercial mortgage-backed securities ("CMBS") and high yield corporates were top performers. Treasury yields bounced about during the reporting period, with 2-year rates declining from 1.55% to 0.64% in December, only to surge back to 1.40% in June and then ending at 0.89%. Ten-year Treasury rates also increased in the first half of the year, influenced by both economic conditions as well as the surge in monthly Treasury supply needed to fund fiscal stimulus. After touching just above 2.00% at the end of 2008, 10-year yields rose to 2.67% at the end of March and then to above 4.00% in mid-June before falling back to 3.39% on October 30. The yield curve steepened sharply during the first half of the year as long rates rose faster than short rates, then was stable for much of the rest of 2009. 20 SCHRODER TOTAL RETURN FIXED INCOME FUND MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 2, 2009) While Treasuries posted a respectable 6.33% return, the Index returned more than double that amount, rallying to a 13.79% return. MBS returned 12.05% while the smaller CMBS/ABS sectors rallied a remarkable 23.29% and 21.99% respectively. The top performer, however, was corporate bonds, which posted a stunning 31.07% return. Within corporates, utilities were the top performer, returning 36.00%, while the earlier plagued financial sector rebounded to generate 31.54% and industrials were up 29.82%. Lower rated securities had the best returns. Triple-Bs (returning 36.46%) outpaced single-As (returning 29.37%), which outperformed double-As (returning 18.55%). PORTFOLIO REVIEW In the twelve months under consideration, the Fund outperformed the Index. Sector strategy added to portfolio returns as exposure to Treasuries was cut to below that of the benchmark early in the period and we began the year with an overweight to both agency-issued MBS and corporate bonds. Further additions were gradually made to corporates, though we retained a bias for defensive industries and companies with stable cash flows. Underweights in areas like most consumer cyclical sectors restrained performance. High yield exposure was gradually increased throughout the period to approximately 10%. This contributed to performance as high yield bonds, as measured by the Barclays High Yield Index, returned 51.65% for calendar 2009 through October 31. The Fund's overweight to agency mortgages was maintained throughout most of the reporting period, with a reduction in exposure late in the period following sharp spread tightening as the Fed's purchase programs were initiated. As these spreads approached 2008 levels, the Fund decreased this exposure in favor of high-quality, short-duration, well-structured collateralized mortgage obligations and CMBS. These securities offer comparable yields with much better protection in the case of higher interest rates. Yield curve and duration strategies also contributed to returns. OUTLOOK Economic activity has picked up materially and shows the power of government stimulus, particularly initiatives like the recently completed cash-for-clunkers program but also efforts earlier in the year to reduce home borrowing costs. This release of pent-up consumer demand and subsequent inventory restocking will continue to boost growth into the fourth quarter, but our longer-term outlook for tepid growth remains very much in place. Real final demand will continue to be constrained by a very large consumer debt overhang which, even with stabilizing home prices and low interest rates, will prevent further stimulus from kick-starting a significant economic cycle. While some parts of the economy will benefit from the weaker US dollar and rising exports to areas of growth overseas, a return to below trend growth early next year appears most likely. Excess capacity and high un(der)employment will inhibit inflation from becoming a tangible threat in 2010. The Federal Reserve is nonetheless beginning to prepare the market for an eventual withdrawal of the massive liquidity added to the economy over the last year, the first tangible actions of which will be the conclusion of their quantitative easing program near the end of Q1 2010. We do not expect any direct sales of the $1.25 trillion of agency MBS that will have been purchased by then, but the Fed will own slightly more than a quarter of all agency-issued mortgages and their absence from the market could cause yield spreads to widen. We expect to continue to gradually reduce our agency MBS pass-through exposure in favor of short collateralized mortgage obligations ("CMOs") and high quality CMBS, with a target of getting to neutral MBS, late in Q4. We do not expect the Fed to actually raise rates until late 2010 at the earliest. Investment grade credit spreads have now contracted to the point where the overall yields are very low, just 4.76% for the corporate credit index. The underlying trend of corporate de-levering is still very much in place and continues to provide positive support. However, it's no surprise that the financial market recovery combined with large corporate cash positions and low financing costs have resulted in the first uptick in M&A activity, a potential negative to the otherwise supportive environment for risk premiums. We continue to like being long corporate credit in our portfolios as inflows and ongoing debt reductions outweigh the risk of re-levering for now. We expect to maintain the Fund's corporate overweight through the quarter, using periods of volatility to add higher yielding securities. 21 SCHRODER TOTAL RETURN FIXED INCOME FUND COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE SCHRODER TOTAL RETURN FIXED INCOME FUND -- INVESTOR AND ADVISOR SHARES VS. THE BARCLAYS CAPITAL U.S. AGGREGATE BOND INDEX. (PERFORMANCE GRAPH) Schroder Total Schroder Total Return Fixed Return Fixed Income Fund, Income Fund, Barclays Capital U.S. Investor Advisor Aggregate Bond Shares Shares Index -------------- -------------- --------------------- 12/31/2004 10,000 10,000 10,000 10/31/2005 10,151 10,130 10,102 10/31/2006 10,649 10,592 10,626 10/31/2007 11,170 11,072 11,198 10/31/2008 11,386 11,258 11,232 10/31/2009 13,069 12,902 12,781 The Barclays Capital U.S. Aggregate Bond Index provides a measure of the performance of the U.S. investment grade bonds market, which includes investment grade U.S. Government bonds, investment grade corporate bonds, mortgage pass-through securities and asset-backed securities that are publicly offered for sale in the United States. The securities in the Index must have a least 1 year remaining to maturity. It is not managed. PERFORMANCE INFORMATION One Year Annualized Ended Since October 31, 2009 Inception (a) ---------------- ------------- Schroder Total Return Fixed Income Fund -- Investor Shares ....................... 14.79% 5.69% Advisor Shares ........................ 14.61% 5.41% (a) From commencement of Fund operations on December 31, 2004. "TOTAL RETURN" SHOWN ABOVE IS CALCULATED INCLUDING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RESULTS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. RETURNS FOR CERTAIN PERIODS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THAT PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN AN INVESTOR'S ORIGINAL COST. TOP 5 HOLDINGS SECURITY* % OF INVESTMENTS - --------- ---------------- FNMA TBA 6.000%, 12/25/39 8.5% FNMA TBA 5.500%, 12/25/39 4.1 FHLMC 0.522%, 07/16/10 3.5 FNMA 5.000%, 11/01/35 2.6 FNMA 5.500%, 10/01/35 2.3 * Excludes any Short-Term Investments. SECTOR ALLOCATION SECTOR % OF INVESTMENTS - ------ ---------------- U.S. Government Mortgage- Backed Obligations 37.5% Corporate Obligations 33.1 Short-Term Investment 15.3 U.S. Government Agency Obligations 5.4 Commercial Mortgage-Backed Obligations 5.2 U.S. Treasury Obligations 3.5 Collateralized Mortgage Obligations 0.0 22 SCHRODER MULTI-ASSET GROWTH PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS (AS OF DECEMBER 3, 2009) PERFORMANCE In the twelve months ended October 31, 2009, the Schroder Multi-Asset Growth Portfolio (the "Fund") rose 19.49% (Investor Shares), 19.13% (Class A Shares), 19.11% (Advisor Shares) and 18.92% (Class R Shares), compared to the Consumer Price Index ("CPI" or "the Index", the CPI specifically for All Urban Consumers), which decreased 0.18% on a non-seasonally adjusted basis. For the same period, the MSCI World Index, a market-weighted index designed to measure the equity market performance of developed markets, rose by 18.42%. Given the continuing rally across risk assets, our focus within the Fund has switched over recent months. For much of the time since it commenced activities on December 20, 2007, the Fund has maintained a significant exposure to defensive assets. At the start of the Fund's fiscal year on November 1, 2008, the Fund had a 21% allocation to cash, which was reduced to under 6% in the first quarter of 2009. Since the early months of the recovery in markets, which started in March, we switched the Fund's equity exposure out of defensive regions and into the more cyclical regions, and over the summer we increased the Fund's overall equity exposure from 36% a year earlier, holding 44% by the end of October 2009. Within non-equity assets the Fund has started to shift from 'nominal' to 'real' assets given the improvement in the macroeconomic environment over the last six months. As a result we reduced the Fund's exposure to investment-grade credit. MARKET BACKGROUND During the last months of 2008 there were numerous weak data releases across the world showing rapidly slowing manufacturing and industrial production, as well as rising unemployment. In addition, mortgage providers Fannie Mae and Freddie Mac were taken into public ownership, the investment bank Lehman Brothers filed for bankruptcy, Merrill Lynch was sold to Bank of America and the US government bailed out the insurance company AIG. There was a general improvement in all risk asset markets from late March 2009 onwards. Given the extensive quantitative easing policies announced around the world, especially in the UK, US and Japan, many investors began to believe that markets had bottomed and risk appetite had returned. PORTFOLIO REVIEW At the end of the reporting period, the Fund was invested in a well-diversified mix of assets, with 44% invested in equities, 33% in fixed income, 20% in alternatives and 1% in cash. Within the alternatives exposure, we had a bias towards commodities. Global financial markets continued to generate strong returns during the end of the period due to a combination of improving economic data, liquidity, and continued low interest rates. The end of the period saw the Fund focused on increasing cyclicality in its portfolio. Equities, for example, was increased, fixed income was reduced and we marginally increased the Fund's alternatives exposure. This heightened equity exposure was mainly obtained through Europe, where we are most positive on Germany due to its exposure to the industrial cycle and, by extension, demand from the emerging markets. We retain the Fund's exposure to high-beta emerging markets given the strength of the liquidity theme, but some caution is warranted as markets are starting to look overheated. Consequently, our increase in equity weightings will be concentrated in the US and Europe ex UK. The Fund's investment grade credit exposure was cut by approximately a third, in part to finance the rise in cyclical asset exposure. We have also introduced a number of relative value trades within the Fund. In Latin America we increased the Fund's exposure to the Brazilian market, while reducing its exposure to Mexico. Mexico's fortunes are closely tied to those of the United States, whose own fundamentals remain weak, while Brazil has a broader range of trading partners benefiting in particular from commodity demand as global markets recover. OUTLOOK We expect the world economy to experience a mild recovery during the second half of this year, due to the turn in the inventory cycle and expansionary fiscal policy. However, we believe that growth will fade in the first half of 2010 once the impact of the inventory cycle has passed and consumer spending remains constrained by ongoing de-leveraging in the household sector and higher commodity prices. 23 SCHRODER MULTI-ASSET GROWTH PORTFOLIO COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE SCHRODER MULTI-ASSET GROWTH PORTFOLIO -- INVESTOR, ADVISOR, CLASS A, AND CLASS R SHARES, VS. THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) WORLD INDEX, AND THE CONSUMER PRICE INDEX. (PERFORMANCE GRAPH) Schroder Multi-Asset Schroder Multi-Asset Schroder Multi-Asset Schroder Multi-Asset Growth Portfolio, Growth Portfolio, Growth Portfolio, Growth Portfolio, MSCI World Consumer Price Investor Shares Advisor Shares A Shares R Shares Index Index ---------------------- -------------------- -------------------- -------------------- ---------- -------------- 12/20/2007 10,000 10,000 9,550 10,000 10,000 10,000 10/31/2008 7,010 7,000 6,685 6,980 6,270 10,309 10/31/2009 8,376 8,338 7,964 8,300 7,425 10,290 The MSCI World Index is an unmanaged market capitalization index that is designed to measure global developed market equity performance. The Consumer Price Index is a measure of the average change over time in the prices paid by urban consumers for a market basket of consumer goods and services. PERFORMANCE INFORMATION One Year Annualized Ended Since October 31, 2009 Inception (a) ---------------- ------------- Schroder Multi-Asset Growth Portfolio -- Investor Shares ..................... 19.49% (9.07)% A Shares ............................ 19.13% (9.29)% Advisor Shares ...................... 19.11% (9.30)% R Shares ............................ 18.92% (9.52)% (a) From commencement of Fund operations on December 20, 2007. "TOTAL RETURN" SHOWN ABOVE IS CALCULATED INCLUDING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RESULTS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. RETURNS FOR CERTAIN PERIODS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THAT PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN AN INVESTOR'S ORIGINAL COST. TOP 5 HOLDINGS SECURITY % OF INVESTMENTS - -------- ---------------- Schroder U.S. Small and Mid Cap Opportunities Fund 19.5% PIMCO Commodity Real Return Strategy Fund 10.1 Goldman Sachs High Yield Fund 9.9 iShares iBoxx Investment Grade Corporate Bond Fund 9.5 Schroder International Diversified Value Fund 7.4 24 SCHRODER INTERNATIONAL ALPHA FUND SCHEDULE OF INVESTMENTS OCTOBER 31, 2009 Shares Value $ - ------------- --------------- COMMON STOCK - 97.1% AUSTRALIA - 1.6% 44,724 Australia & New Zealand Banking Group (5) 912,048 --------------- BRAZIL - 5.1% 39,663 Itau Unibanco Holding ADR 759,150 43,777 Redecard 643,041 55,762 Vale ADR 1,421,373 --------------- 2,823,564 CANADA - 3.5% 12,665 Niko Resources 1,025,847 27,114 Suncor Energy 900,541 --------------- 1,926,388 CHINA - 6.3% 105,600 Dongfang Electric Class H (5) 524,621 1,572,000 Industrial & Commercial Bank of China Class H (5) 1,250,804 111,000 Ping An Insurance Group of China Class H (5) 972,866 1,237,000 Want Want China Holdings (5) 726,803 --------------- 3,475,094 FRANCE - 8.9% 36,460 AXA (5) 906,433 14,674 BNP Paribas (5) 1,105,047 19,376 GDF Suez (5) 809,763 22,706 Groupe Danone (5) 1,363,544 15,045 Ipsen (5) 766,285 --------------- 4,951,072 GERMANY - 9.7% 11,547 Bayer (5) 800,840 9,991 Linde (5) 1,048,237 25,317 SAP (5) 1,146,315 10,154 Siemens (5) 917,248 44,976 ThyssenKrupp (5) 1,448,223 --------------- 5,360,863 HONG KONG - 6.5% 2,184,000 Denway Motors (5) 1,045,494 75,000 Sun Hung Kai Properties (5) 1,136,376 115,000 Swire Pacific Class A (5) 1,401,553 --------------- 3,583,423 ISRAEL - 3.2% 171,850 Makhteshim-Agan Industries (5) 804,014 18,971 Teva Pharmaceutical Industries ADR 957,656 --------------- 1,761,670 JAPAN - 15.0% 64,800 Bridgestone (5) 1,069,252 45,300 Honda Motor (5) 1,400,022 64,900 Mitsubishi (5) 1,376,744 157,200 Nomura Holdings (5) 1,108,658 Shares Value $ - ------------- --------------- 189,000 Sekisui Chemical (5) 1,143,873 14,700 Unicharm (5) 1,409,626 48,600 Ushio (5) 764,487 --------------- 8,272,662 MEXICO - 1.0% 15,720 Desarrolladora Homex ADR (1) 559,003 --------------- NETHERLANDS - 2.2% 39,387 Unilever (5) 1,213,186 --------------- NORWAY - 1.5% 73,024 DnB NOR (5) 836,515 --------------- SINGAPORE - 2.4% 76,284 Jardine Strategic Holdings (5) 1,324,371 --------------- SPAIN - 3.4% 66,115 Banco Bilbao Vizcaya Argentaria (5) 1,181,371 38,213 Gamesa Tecnologica (5) 698,009 --------------- 1,879,380 SWITZERLAND - 11.2% 27,254 Credit Suisse Group (5) 1,456,922 25,792 Novartis (5) 1,343,096 7,935 Roche Holding (5) 1,270,893 670 SGS (5) 894,983 5,171 Syngenta (5) 1,224,396 --------------- 6,190,290 UNITED KINGDOM - 15.6% 200,866 BAE Systems (5) 1,032,582 80,876 BG Group (5) 1,391,756 29,382 Cairn Energy (1) (5) 1,266,892 183,294 Centrica (5) 744,422 144,096 HSBC Holdings (5) 1,591,835 141,236 Tesco (5) 941,458 752,835 Vodafone Group (5) 1,658,660 --------------- 8,627,605 --------------- TOTAL COMMON STOCK (Cost $45,908,748) 53,697,134 --------------- EQUITY-LINKED WARRANT (2) (3) - 2.2% INDIA - 2.2% 148,794 Shriram Transport Finance, Expires 01/18/13 (Cost $1,004,104) 1,227,551 --------------- SHORT-TERM INVESTMENT (4) - 1.5% 798,123 JPMorgan Prime Money Market Fund, 0.110% (Cost $798,123) 798,123 --------------- TOTAL INVESTMENTS - 100.8% (Cost $47,710,975) 55,722,808 --------------- The accompanying notes are an integral part of the financial statements. 25 SCHRODER INTERNATIONAL ALPHA FUND SCHEDULE OF INVESTMENTS (CONCLUDED) OCTOBER 31, 2009 Value $ --------------- OTHER LIABILITIES IN EXCESS OF OTHER ASSETS - (0.8)% (427,039) --------------- NET ASSETS - 100.0% $ 55,295,769 =============== (1) Denotes non-income producing security. (2) Security 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 October 31, 2009, the value of this security amounted to $1,227,551, representing 2.2% of the net assets of the Fund. (4) The rate shown represents the 7-day current yield as of October 31, 2009. (5) Security is fair valued. (See Note 2 in Notes to Financial Statements.) ADR - American Depositary Receipt The following is a summary of inputs used as of October 31, 2009 in valuing the Fund's investments carried at value: LEVEL 1 LEVEL 2 LEVEL 3 TOTAL ---------- ----------- ------- ----------- INVESTMENTS IN SECURITIES Common Stock Australia $ -- $ 912,048 $-- $ 912,048 Brazil 2,823,564 -- -- 2,823,564 Canada 1,926,388 -- -- 1,926,388 China -- 3,475,094 -- 3,475,094 France -- 4,951,072 -- 4,951,072 Germany -- 5,360,863 -- 5,360,863 Hong Kong -- 3,583,423 -- 3,583,423 Israel 957,656 804,014 -- 1,761,670 Japan -- 8,272,662 -- 8,272,662 Mexico 559,003 -- -- 559,003 Netherlands -- 1,213,186 -- 1,213,186 Norway -- 836,515 -- 836,515 Singapore -- 1,324,371 -- 1,324,371 Spain -- 1,879,380 -- 1,879,380 Switzerland -- 6,190,290 -- 6,190,290 United Kingdom -- 8,627,605 -- 8,627,605 ---------- ----------- --- ----------- 6,266,611 47,430,523 -- 53,697,134 Equity Linked Warrants -- 1,227,551 -- 1,227,551 Short-Term Investment 798,123 -- -- 798,123 ---------- ----------- --- ----------- Total Investments in Securities $7,064,734 $48,658,074 $-- $55,722,808 ========== =========== === =========== Amounts designated as "--" are $0 or rounded to $0. The accompanying notes are an integral part of the financial statements. 26 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS OCTOBER 31, 2009 Shares Value $ - ------------- --------------- COMMON STOCK - 98.7% AUSTRALIA - 4.1% 7,417 Aspen Group REIT (1) 3,362 894 Bank of Queensland (1) 9,785 10,757 Centro Retail Group REIT (1) 1,554 24,625 Commonwealth Property Office Fund REIT (1) 19,312 6,998 iiNET (1) 11,610 17,112 Incitec Pivot (1) 39,910 19,856 ING Office Fund REIT (1) 10,475 32,610 Macquarie CountryWide Trust REIT (1) 18,039 11,199 Metcash (1) 47,077 1,404 National Australia Bank (1) 37,090 6,333 Nomad Building Solutions (1) 4,434 10,664 Rubicon America Trust REIT (1)(2)(3) -- 1,055 Servcorp (1) 3,691 3,507 Sonic Healthcare (1) 43,776 8,328 Stockland REIT (1) 27,660 5,088 Straits Resources (1) 7,182 5,493 Suncorp-Metway (1) 42,959 13,158 Telstra (1) 39,094 3,993 Washington H Soul Pattinson (1) 47,788 598 Wesfarmers (1) 14,920 3,794 WHK Group (1) 3,534 --------------- 433,252 AUSTRIA - 1.4% 722 Oesterreichische Post (1) 21,064 769 OMV (1) 31,678 569 Raiffeisen International Bank Holding (1) 33,355 2,101 Telekom Austria (1) 34,404 87 Vienna Insurance Group (1) 4,900 609 Voestalpine (1) 20,817 --------------- 146,218 BELGIUM - 1.6% 1,112 Belgacom (1) 41,633 216 Compagnie d'Entreprises CFE (1) 12,292 577 Compagnie Maritime Belge (1) 17,320 694 Delhaize Group (1) 47,127 551 Econocom Group (1) 7,922 791 Euronav (1) 15,417 341 Mobistar (1) 23,417 66 Wereldhave Belgium REIT (1) 4,978 --------------- 170,106 BERMUDA - 0.5% 5,548 Catlin Group (1) 29,948 5,248 Hiscox (1) 27,514 --------------- 57,462 BRAZIL - 1.1% 800 Cia de Saneamento Basico do Estado de Sao Paulo ADR 30,816 1,400 Cia Energetica de Minas Gerais ADR 22,106 900 Cremer 7,157 Shares Value $ - ------------- --------------- 1,800 Grendene 8,067 1,200 Light 16,543 1,000 Tele Norte Leste Participacoes ADR 19,060 400 Telecomunicacoes de Sao Paulo ADR 9,916 --------------- 113,665 CANADA - 10.7% 2,100 AGF Management Class B 31,301 2,600 Alimentation Couche Tard Class B 45,653 900 AltaGas Income Trust 14,979 2,200 Avenir Diversified Income Trust 9,927 981 Baytex Energy Trust 23,995 400 BCE 9,576 1,300 Bell Aliant Regional Communications Income Fund 32,335 600 Bird Construction Income Fund 18,064 1,600 Bonavista Energy Trust 31,112 2,000 CML Healthcare Income Fund 24,743 1,900 Davis & Henderson Income Fund 25,737 700 Empire Class A 27,825 800 EnCana 44,383 1,700 Enerflex Systems Income Fund 22,400 682 Enerplus Resources Fund 14,813 740 Enerplus Resources Fund (Canada) 16,148 1,942 GAZ Metro LP 28,731 600 George Weston 30,602 2,000 Grande Cache Coal (3) 6,898 2,400 Harvest Energy Trust 21,925 900 Husky Energy 23,717 800 IGM Financial 28,516 1,000 InnVest REIT 4,152 600 Keyera Facilities Income Fund 11,007 600 Manitoba Telecom Services 17,426 1,500 Mullen Group 21,706 2,900 NAL Oil & Gas Trust 31,078 200 National Bank of Canada 10,428 3,700 Noranda Income Fund 10,606 1,500 Northland Power Income Fund 14,785 4,100 Paramount Energy Trust 19,334 800 Parkland Income Fund 8,203 3,300 Pengrowth Energy Trust 31,307 2,600 Penn West Energy Trust 43,153 3,200 Peyto Energy Trust 35,092 1,200 Power Corp. of Canada 28,294 1,400 Rogers Communications Class B 41,100 1,800 Teck Resources Class B 52,056 1,100 TELUS 34,571 1,400 TMX Group 37,541 700 Toronto-Dominion Bank 39,922 2,300 Total Energy Services 9,868 300 TransCanada 9,198 1,400 TransForce 9,541 2,600 Trilogy Energy Trust 18,937 900 Vicwest Income Fund 11,900 The accompanying notes are an integral part of the financial statements. 27 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2009 Shares Value $ - ------------- --------------- 4,800 Yellow Pages Income Fund 23,789 1,100 Zargon Energy Trust 18,389 --------------- 1,126,763 CHILE - 0.4% 45,416 Enersis 16,140 19,905 Inversiones Aguas Metropolitanas 23,517 73,050 Madeco 4,749 --------------- 44,406 CHINA - 0.4% 10,000 Great Wall Technology (1) 3,132 8,000 Harbin Power Equipment (1) 7,432 20,000 Pacific Textile Holdings (1) 9,834 24,000 People's Food Holdings (1) 11,320 30,000 Sinotrans (1) 7,864 4,500 Weiqiao Textile Class H (1) 3,140 --------------- 42,722 CZECH REPUBLIC - 0.3% 1,215 Telefonica O2 Czech Republic (1) 28,670 --------------- DENMARK - 0.3% 894 D/S Norden (1) 33,498 --------------- FINLAND - 2.3% 1,726 Elisa (1) 33,414 809 Kesko B Shares (1) 26,913 1,675 Metso (1)(3) 46,756 1,995 Orion (1) 37,897 4,108 Pohjola Bank Class A (1) 45,632 667 Sampo (1) 15,959 1,146 Wartsila (1) 41,471 --------------- 248,042 FRANCE - 8.1% 2,182 ABC Arbitrage (1) 21,211 1,609 AXA (1) 40,001 588 Bouygues (1) 27,680 972 Carrefour (1) 41,706 455 Casino Guichard Perrachon (1) 36,142 202 Cegid Group (1) 4,697 550 Cie de Saint-Gobain (1) 26,792 243 Ciments Francais (1) 26,472 384 CNP Assurances (1) 37,093 1,628 Credit Agricole (1) 31,173 155 Esso Francaise (1) 21,212 74 Fonciere Des Regions REIT (1) 8,153 1,593 France Telecom (1) 39,458 374 Gecina REIT (1) 39,772 1,186 Generale de Sante (1) 24,041 893 Nexity (1) 33,208 138 Plastic Omnium (1) 3,933 394 PPR (1) 42,924 597 Rallye (1) 20,262 613 Sanofi-Aventis (1) 44,918 Shares Value $ - ------------- --------------- 331 Schneider Electric (1) 34,408 1,668 SCOR (1) 42,436 386 Sword Group (1) 13,370 715 Total (1) 42,770 108 Total Gabon (1) 44,436 275 Vallourec (1) 43,282 434 Vinci (1) 22,641 1,676 Vivendi (1) 46,479 --------------- 860,670 GERMANY - 4.2% 367 Allianz (1) 42,051 924 Aurubis (1) 36,800 730 BASF (1) 39,062 300 Bechtle (1) 7,125 1,067 Deutsche Lufthansa (1) 16,470 2,063 Deutsche Telekom (1) 28,181 174 EnBW Energie Baden-Wuerttemberg (1) 10,357 288 Generali Deutschland Holding (1) 27,321 455 Indus Holding (1) 7,799 12 KSB (1) 6,768 487 Metro (1) 27,020 725 MTU Aero Engines Holding (1) 32,933 224 Muenchener Rueckversicherungs (1) 35,427 476 RWE (1) 41,736 426 Sixt (1) 11,847 1,197 SQS Software Quality Systems (1) 3,864 705 Stada Arzneimittel (1) 18,887 691 ThyssenKrupp (1) 22,250 493 Wincor Nixdorf (1) 28,815 --------------- 444,713 GREECE - 1.2% 1,341 Eurobank Properties Real Estate Investment (1) 16,864 2,684 Hellenic Petroleum (1) 32,522 1,775 Hellenic Telecommunications Organization (1) 29,846 1,842 OPAP (1) 46,870 --------------- 126,102 GUERNSEY - 0.0% 3,969 IRP Property Investments Limited (1) 5,073 --------------- HONG KONG - 1.9% 28,000 Champion REIT (1) 11,786 133,644 Champion Technology Holdings (1) 4,426 8,000 China Pharmaceutical Group (1) 4,491 16,000 China Ting Group Holdings (1) 2,416 4,000 Chow Sang Sang Holding (1) 3,964 13,000 Goldlion Holdings (1) 3,307 9,000 Great Eagle Holdings (1) 23,743 57,000 GZI Real Estate Investment Trust (1) 21,852 22,000 Lerado Group Holdings (1) 2,176 10,000 Luk Fook Holdings International (1) 5,795 The accompanying notes are an integral part of the financial statements. 28 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2009 Shares Value $ - ------------- --------------- 28,000 Norstar Founders Group (1)(2) -- 53,000 Pacific Andes International Holdings (1) 8,848 2,781 Prosperity Minerals Holdings 3,034 26,000 Public Financial Holdings (1) 13,423 82,000 Silver Grant International (1) 18,572 30,000 SIM Technology Group (1) 4,919 21,000 Sunlight REIT (1) 5,086 15,000 TAI Cheung Holdings (1) 8,367 34,000 Texwinca Holdings (1) 28,850 7,200 Transport International Holdings (1) 20,356 --------------- 195,411 HUNGARY - 0.4% 8,579 Magyar Telekom Telecommunications (1) 37,025 --------------- INDONESIA - 0.2% 5,500 Indo Tambangraya Megah (1) 12,839 25,000 Medco Energi Internasional (1) 6,994 --------------- 19,833 IRELAND - 0.7% 3,548 Anglo Irish Bank (1)(2) -- 1,709 DCC (1) 44,799 7,529 United Drug (1) 24,802 --------------- 69,601 ISRAEL - 1.1% 15,496 Bezeq Israeli Telecommunication (1) 34,617 1,094 Cellcom Israel (1) 32,606 206 IDB Holding (1) 4,855 9,003 Israel Discount Bank Class A (1)(3) 17,203 1,213 Partner Communications (1) 23,023 --------------- 112,304 ITALY - 3.5% 2,010 ACEA (1) 23,505 15,636 Banca Monte dei Paschi di Siena (1) 29,699 2,114 Banca Popolare dell'Emilia Romagna (1) 28,733 725 Banco di Sardegna (1) 11,094 3,327 BasicNet (1) 8,893 1,551 Buzzi Unicem (1) 26,012 2,182 Caltagirone (1) 7,984 1,487 ENI (1) 36,815 1,078 Fondiaria-Sai (1) 19,640 7,162 Intek (1) 3,340 1,668 Maire Tecnimont (1) 6,908 2,841 MARR (1) 24,948 2,974 Mediaset (1) 19,305 2,381 Milano Assicurazioni (1) 7,831 6,967 Parmalat (1) 19,302 1,256 Piccolo Credito Valtellinese Scarl (1) 11,538 5,297 Recordati (1) 41,080 19,714 Telecom Italia (1) 31,307 935 Unione di Banche Italiane (1) 13,351 --------------- 371,285 Shares Value $ - ------------- --------------- JAPAN - 18.1% 3,100 Aeon Credit Service (1) 29,865 3,300 Airport Facilities (1) 19,496 200 Alconix (1) 9,557 4,000 Ando (1) 5,285 1,800 Aoyama Trading (1) 28,863 1,500 Arcs (1) 22,049 6 Asax (1) 5,012 1,300 Astellas Pharma (1) 47,900 2,500 Century Tokyo Leasing (1) 27,945 1,300 Charle (1) 4,702 2,000 Chubu Shiryo (1) 18,619 1,600 Chubu Steel Plate (1) 10,290 3,000 COMSYS Holdings (1) 29,668 700 Cosmos Pharmaceutical (1) 18,023 700 Create SD Holdings (1) 16,053 3 DA Office Investment REIT (1) 8,287 1,000 Daifuku (1) 6,196 2,000 Daiichi Jitsugyo (1) 5,758 400 Daiichikosho (1) 4,640 300 Daikoku Denki (1) 5,951 7,000 Daishi Bank (1) 25,515 3,000 Daiwa Industries (1) 15,659 1,400 DTS (1) 12,040 1,100 Eisai (1) 39,085 800 Electric Power Development (1) 24,681 400 Elematec (1) 4,072 700 Excel (1) 8,371 600 Fuji (1) 2,407 600 Fuji Electronics (1) 5,202 5 Fujishoji (1) 6,535 5,000 Fujitsu (1) 29,462 800 Fukuda Denshi (1) 20,861 1,200 Furusato Industries (1) 7,241 800 Himawari Holdings (1) 3,905 2,800 Hitachi Capital (1) 35,595 2,000 Hosiden (1) 24,235 1,900 IT Holdings (1) 23,430 5 ITC Networks (1) 11,649 4,000 ITOCHU (1) 25,299 1,600 Itochu Enex (1) 8,220 4 Japan Excellent (1) 18,788 3 Japan Hotel and Resort REIT (1) 4,258 4 JAPAN OFFICE Investment REIT (1) 4,196 9 Japan Prime Realty Investment REIT Class A (1) 19,612 4 Japan Retail Fund Investment REIT (1) 18,817 1,000 JBCC Holdings (1) 6,874 6,000 JFE Shoji Holdings (1) 21,722 4 Joint REIT Investment (1) 8,670 2,000 Kagoshima Bank (1) 14,778 5,000 Kandenko (1) 30,857 2,000 Kasumi (1) 9,942 The accompanying notes are an integral part of the financial statements. 29 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2009 Shares Value $ - ------------- --------------- 2,000 Katakura Chikkarin (1) 6,205 1,300 Kato Sangyo (1) 22,450 2,000 Kawasumi Laboratories (1) 13,988 9 KDDI (1) 47,796 2,000 Kogi (1) 2,667 2,000 Kyowa Exeo (1) 18,329 4 LaSalle Japan REIT (1) 5,370 6,000 Lion (1) 29,937 5,000 Marubeni (1) 24,753 1,000 Megachips (1) 16,570 3,000 Meisei Industrial (1) 6,720 4 MID REIT (1) 9,012 1,100 Mitsubishi (1) 23,335 2,000 Mitsui (1) 26,282 44 Mitsui Knowledge Industry (1) 7,398 15 Money Partners Group (1) 6,851 600 Muto Seiko (1) 5,995 3,000 Nakayama Steel Works (1) 4,570 1,000 Namura Shipbuilding (1) 5,794 600 NEC Mobiling (1) 16,359 1,100 NEC Networks & System Integration (1) 13,374 8,000 Nichirei (1) 29,733 5,000 Nihon Spindle Manufacturing (1) 7,440 4,000 Nippon Mining Holdings (1) 17,856 3,000 Nippon Oil (1) 14,792 5 Nippon Residential Investment REIT (1) 13,213 5,000 Nippon Steel Trading (1) 8,503 1,200 Nippon Telegraph & Telephone (1) 49,545 1,000 Nisshin Oillio Group (1) 5,273 33 NTT DoCoMo (1) 47,888 600 Okabe (1) 2,128 7 Okinawa Cellular Telephone (1) 13,257 800 Ono Pharmaceutical (1) 38,005 13,000 Osaka Gas (1) 43,538 400 Osaka Steel (1) 7,394 22 Pacific Golf Group International Holdings (1) 15,100 1,100 Ryosan (1) 26,282 3,000 San-Ai Oil (1) 15,445 2,000 San-In Godo Bank (1) 17,401 700 Sanshin Electronics (1) 5,518 1,000 Sekisui Jushi (1) 8,062 2,200 Seven & I Holdings (1) 48,192 1,800 Shinko Plantech (1) 18,404 2,600 Shinnihon (1) 4,682 4,000 Shinsho (1) 6,630 3,000 Showa Sangyo(1) 10,034 700 Siix (1) 7,687 2,100 Sojitz (1) 3,879 1,100 Sorun (1) 5,565 1,100 SRA Holdings (1) 9,671 12 SRI Sports (1) 11,024 3,900 Sumitomo (1) 37,883 Shares Value $ - ------------- --------------- 1,200 Takeda Pharmaceutical (1) 48,022 570 Token (1) 17,987 3,000 Tokyo Tekko (1) 9,779 5 Tokyu REIT (1) 25,146 2,000 TonenGeneral Sekiyu (1) 18,262 1,200 Toyota Tsusho (1) 17,168 90 UKC Holdings 1,301 4,000 UNY (1) 29,729 1,700 Utoc (1) 4,718 2,000 Valor (1) 17,171 1,500 Yamato Kogyo (1) 45,042 --------------- 1,914,241 LIECHTENSTEIN - 0.1% 225 Liechtenstein Landesbank (1) 14,695 --------------- MALAYSIA - 1.0% 15,400 Affin Holdings (1) 9,157 9,400 Hong Leong Financial Group (1) 17,019 21,670 Multi-Purpose Holdings (1) 11,747 1,418 OSK Property Holdings (1) 232 7,600 Petronas Dagangan (1) 19,785 11,200 RHB Capital (1) 17,584 8,600 TAN Chong Motor Holdings (1) 5,664 23,500 Telekom Malaysia (1) 20,668 5,800 YTL Power International (1) 3,647 --------------- 105,503 MALTA - 0.0% 22,416 BGP Holdings (1)(2)(3) -- --------------- MEXICO - 0.1% 900 Telefonos de Mexico ADR 14,949 --------------- NETHERLANDS - 3.7% 371 Accell Group (1) 18,071 85 Corio REIT (1) 5,762 1,291 European Aeronautic Defence and Space (1) 24,166 695 Heineken Holding (1) 27,029 999 Koninklijke Boskalis Westminster (1) 35,050 779 Koninklijke DSM (1) 34,119 2,616 Koninklijke KPN (1) 47,433 784 Nutreco Holding (1) 39,559 566 OCE (1) 3,578 1,022 Royal Dutch Shell (1) 30,290 1,363 Royal Dutch Shell A Shares (1) 40,229 982 Royal Dutch Shell B Shares (1) 28,261 849 Sligro Food Group (1) 26,149 446 Vastned Offices/Industrial REIT (1) 7,729 235 Vastned Retail REIT (1) 15,666 105 Wereldhave REIT (1) 10,247 --------------- 393,338 The accompanying notes are an integral part of the financial statements. 30 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2009 Shares Value $ - ------------- --------------- NEW ZEALAND - 0.4% 13,956 Air New Zealand (1) 12,930 8,052 ING Property Trust REIT (1) 4,537 13,558 Telecom Corp. of New Zealand (1) 24,464 --------------- 41,931 NORWAY - 1.7% 100 Bonheur (1) 3,088 500 Farstad Shipping (1) 11,598 1,000 Fred Olsen Energy (1) 38,603 2,880 SpareBank 1 SMN (1) 25,304 1,039 Sparebank 1 SR Bank (1) 8,179 350 Sparebanken More (1) 13,000 1,607 StatoilHydro (1) 37,867 1,400 Veidekke (1) 10,720 900 Yara International (1) 29,751 --------------- 178,110 PHILIPPINES - 0.6% 1,710 Globe Telecom (1) 32,934 17,000 Metropolitan Bank & Trust (1) 14,446 300 Philippine Long Distance Telephone ADR 15,990 4,300 Union Bank of Philippines (1) 3,104 --------------- 66,474 POLAND - 0.5% 1,297 KGHM Polska Miedz (1) 43,660 2,065 Telekomunikacja Polska (1) 12,119 --------------- 55,779 PORTUGAL - 0.6% 2,426 Banco Espirito Santo (1) 17,899 3,852 Portugal Telecom (1) 44,014 --------------- 61,913 RUSSIA - 0.3% 700 Mobile Telesystems ADR 31,710 --------------- SINGAPORE - 1.5% 17,000 Beyonics Technology (1) 2,328 24,000 Boustead Singapore (1) 12,515 8,000 CapitaCommercial Trust REIT (1) 6,015 25,000 CSE Global (1) 14,109 36,000 Frasers Commercial Trust REIT (1) 3,683 18,000 Hi-P International (1) 8,840 18,000 Jurong Technologies Industrial (1)(2) -- 18,800 MobileOne (1) 23,259 18,000 SembCorp Industries (1) 42,415 23,000 StarHub (1) 30,802 9,000 UOB-Kay Hian Holdings (1) 9,269 --------------- 153,235 SOUTH AFRICA - 0.5% 2,991 Grindrod (1) 6,919 1,836 Massmart Holdings (1) 21,348 7,670 Metorex (1)(3) 3,090 Shares Value $ - ------------- --------------- 129 Palabora Mining (1) 1,705 3,729 Pick'n Pay Holdings (1) 8,518 1,221 Spar Group (1) 10,837 --------------- 52,417 SOUTH KOREA - 1.5% 860 Daesang Holdings (1) 2,494 710 Daewoo Shipbuilding & Marine Engineering (1) 9,309 840 Daishin Securities (1) 10,492 120 Dongwon F&B (1) 4,355 310 Global & Yuasa Battery (1) 5,230 1,530 Hanil E-Wha (1) 4,730 490 Hanyang Securities (1) 4,248 210 Husteel (1) 2,657 134 Hyundai Mipo Dockyard (1) 11,004 1,000 INFAC (1) 1,385 160 INTOPS (1) 2,299 450 ISU Chemical (1) 5,297 2,610 IsuPetasys (1) 3,554 530 Jinheung Mutual Savings Bank (1) 1,895 190 Kolon Engineering & Construction (1) 1,007 190 Kyeryong Construction Industrial (1) 3,528 586 LG (1) 33,091 60 Nexen (1) 1,928 86 Nong Shim Holdings (1) 5,041 390 Poongsan Holdings (1) 6,847 210 Pusan City Gas (1) 3,946 100 SeAH Steel (1) 2,837 1,100 SK Telecom ADR 18,381 789 Sungwoo Hitech (1) 6,481 240 Youngone Holdings (1) 4,911 --------------- 156,947 SPAIN - 3.1% 2,619 Almirall (1) 34,593 2,679 Banco Bilbao Vizcaya Argentaria (1) 47,869 135 Bolsas y Mercados Espanoles (1) 4,499 825 Caja de Ahorros del Mediterraneo (1) 7,057 247 Cementos Portland Valderrivas (1) 11,408 6,042 Criteria Caixacorp (1) 29,443 2,086 Iberdrola (1) 18,889 9,049 Mapfre (1) 38,764 540 Miquel y Costas & Miquel (1) 11,629 1,766 Repsol (1) 46,996 762 Sociedad General de Aguas de Barcelona (1) 22,057 1,685 Telefonica (1) 47,039 1,350 Tubos Reunidos (1) 4,130 --------------- 324,373 SWEDEN - 2.3% 400 AddTech (1) 5,754 1,104 Axfood (1) 32,938 1,000 D Carnegie (1)(2)(3) -- 846 Fabege (1) 4,911 The accompanying notes are an integral part of the financial statements. 31 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2009 Shares Value $ - ------------- --------------- 1,300 NCC B Shares (1) 19,638 2,264 Nordea Bank (1) 24,298 5,376 Peab (1) 33,682 600 Ratos Class B Shares (1) 13,954 2,055 Securitas Class B (1) 19,172 1,900 Svenska Cellulosa B Shares (1) 26,106 676 Svenska Handelsbanken A Shares (1) 17,468 6,695 TeliaSonera (1) 44,371 --------------- 242,292 SWITZERLAND - 3.4% 408 Baloise Holding (1) 34,934 71 Banque Cantonale Vaudoise (1) 26,743 144 Bellevue Group (1) 5,855 187 Compagnie Financiere Tradition (1) 23,191 105 Galenica (1) 36,180 541 Gottex Fund Management Holdings (1) 4,754 101 Helvetia Holding (1) 32,203 908 Novartis (1) 47,283 193 Roche Holding (1) 30,911 452 Sulzer (1) 35,193 77 Swisscom (1) 27,791 98 Valora Holding (1) 23,366 149 Zurich Financial Services (1) 34,120 --------------- 362,524 TAIWAN - 2.3% 4,000 Acer (1) 9,398 6,000 Altek (1) 10,132 10,599 AmTRAN Technology (1) 10,040 7,000 Audix (1) 4,225 1,944 Chunghwa Telecom ADR 33,787 11,000 Eternal Chemical (1) 10,160 6,000 Feng TAY Enterprise (1) 4,939 21,505 Inventec (1) 11,857 5,000 MIN AIK Technology (1) 5,539 3,150 Promate Electronic (1) 1,978 16,907 Quanta Computer (1) 31,878 5,000 Shih Wei Navigation (1) 6,823 25,130 Sinon (1) 9,919 54,000 Taiwan Cooperative Bank (1) 31,758 4,000 Taiwan Navigation (1) 5,379 10,000 Taiwan Sogo Shin Kong SEC (1) 6,417 6,000 Ttet Union (1) 6,789 6,000 U-Ming Marine Transport (1) 10,847 8,000 Weikeng Industrial (1) 4,437 11,000 Wistron (1) 18,354 5,000 Yufo Electronics (1) 5,606 --------------- 240,262 THAILAND - 1.0% 18,400 Bangchak Petroleum (1) 7,528 5,100 Bangkok Bank (1) 17,118 9,000 Bangkok Expressway (1) 4,931 57,300 Charoen Pokphand Foods (1) 16,457 8,000 Hana Microelectronics (1) 4,428 Shares Value $ - ------------- --------------- 7,300 Kiatnakin Bank (1) 5,482 25,300 Lanna Resources (1) 11,125 45,800 MCS Steel (1) 5,386 5,100 Precious Shipping (1) 2,789 18,400 Property Perfect (1) 2,186 14,800 SC Asset (1) 5,015 700 Siam Makro (1) 1,665 11,800 Thai Plastic & Chemical (1) 6,407 15,600 Thai Union Frozen Products (1) 12,897 5,900 Thanachart Capital (1) 3,446 --------------- 106,860 TURKEY - 0.4% 3,685 Selcuk Ecza Deposu Ticaret ve Sanayi A.S. (1) 5,616 572 Tupras Turkiye Petrol Rafine (1) 9,823 6,429 Turk Hava Yollari (1) 17,945 4,390 Turk Telekomunikasyon (1) 13,323 --------------- 46,707 UNITED KINGDOM - 11.2% 4,080 Anglo Pacific Group (1) 13,831 2,043 Arriva (1) 14,719 1,047 AstraZeneca (1) 46,988 3,019 Atkins WS (1) 27,915 7,289 Aviva (1) 45,567 6,218 BAE Systems (1) 31,965 6,278 Balfour Beatty (1) 27,285 6,061 Beazley (1) 10,632 3,157 BP (1) 29,574 7,320 Brit Insurance Holdings (1) 24,922 920 British Polythene Industries (1) 3,565 5,517 Britvic (1) 31,540 15,076 Chaucer Holdings (1) 11,400 4,149 Chesnara (1) 12,389 3,419 Chime Communications (1) 10,928 5,828 Cineworld Group (1) 15,059 1,022 Clarkson (1) 13,824 4,409 Computacenter (1) 20,422 5,308 Davis Service Group (1) 36,359 6,719 Delta (1) 18,395 11,800 Dimension Data Holdings (1) 13,707 3,775 Drax Group (1) 28,713 5,794 DS Smith (1) 11,062 11,520 Ennstone (1)(2) -- 2,304 Euromoney Institutional Investor (1) 14,349 7,196 Filtrona (1) 19,703 5,307 Game Group (1) 12,874 2,359 GlaxoSmithKline (1) 48,376 1,176 Hallin Marine Subsea International (1) 2,210 2,958 Hays (1) 4,737 2,169 Hill & Smith Holdings (1) 11,730 7,884 Home Retail Group (1) 37,515 1,649 Interior Services Group (1) 5,031 7,273 International Power (1) 30,187 The accompanying notes are an integral part of the financial statements. 32 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2009 Shares Value $ - ------------- --------------- 2,521 Interserve (1) 9,619 4,831 J Sainsbury (1) 26,064 1,407 Keller Group (1) 16,458 19,526 Legal & General Group (1) 25,048 7,478 Man Group (1) 37,807 4,780 Marks & Spencer Group (1) 26,765 5,682 Marston's (1) 8,063 2,042 Pearson (1) 27,749 5,002 Prudential (1) 45,422 8,612 QinetiQ Group (1) 23,140 3,473 Raymarine 627 1,789 Robert Wiseman Dairies (1) 13,098 12,716 RSA Insurance Group (1) 25,191 3,427 Severfield-Rowen (1) 9,264 1,976 Spectris (1) 21,923 2,786 Sthree (1) 11,473 4,400 Tanjong (1) 19,483 5,532 Tate & Lyle (1) 40,714 7,488 Tesco (1) 49,914 3,038 TT electronics (1) 3,621 11,512 Vodafone Group (1) 25,363 2,971 WPP (1) 26,618 1,140 WSP Group (1) 5,586 --------------- 1,186,483 --------------- TOTAL COMMON STOCK (Cost $10,309,135) 10,437,564 --------------- PREFERRED STOCK - 0.8% BRAZIL - 0.2% 400 Banco Pine 2,347 300 Cia Energetica do Ceara Class A 4,695 920 Eletropaulo Metropolitana Eletricidade de Sao Paulo Class B 17,365 --------------- 24,407 GERMANY - 0.6% 483 Fresenius (1) 28,050 305 Volkswagen (1) 30,375 --------------- 58,425 --------------- TOTAL PREFERRED STOCK (Cost $78,213) 82,832 --------------- RIGHTS - 0.0% BELGIUM - 0.0% 1,604 Fortis, Expires 07/01/14 (1)(2)(3) -- --------------- NORWAY - 0.0% 109 Sparebank 1 SR Bank (1)(3) 198 --------------- TOTAL RIGHTS (Cost $ --) 198 --------------- Shares Value $ - ------------- --------------- WARRANTS - 0.0% ITALY - 0.0% 2,105 Mediobanca, Expires 03/20/11 (2)(3) -- 935 Unione di Banche Italiane, Expires 06/30/11 (3) 88 --------------- TOTAL WARRANTS (Cost $ --) 88 --------------- SHORT-TERM INVESTMENT (4) - 0.1% 4,098 JPMorgan Prime Money Market Fund, 0.110% (Cost $4,098) 4,098 --------------- TOTAL INVESTMENTS - 99.6% (Cost $10,391,446) 10,524,780 --------------- OTHER ASSETS LESS LIABILITIES - 0.4% 46,958 --------------- NET ASSETS - 100.0% $ 10,571,738 =============== (1) Security is fair valued. (See Note 2 in Notes to Financial Statements.) (2) Security considered illiquid. On October 31, 2009 the value of these securities amounted to $0 representing less than 0.1% 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 October 31, 2009. ADR - American Depositary Receipt LP - Limited Partnership REIT - Real Estate Investment Trust The accompanying notes are an integral part of the financial statements. 33 SCHRODER INTERNATIONAL DIVERSIFIED VALUE FUND SCHEDULE OF INVESTMENTS (CONCLUDED) OCTOBER 31, 2009 The following is a summary of inputs used as of October 31, 2009 in valuing the Fund's investments carried at value: LEVEL 1 LEVEL 2 LEVEL 3 TOTAL ---------- ---------- ------- ----------- INVESTMENTS IN SECURITIES Common Stock Australia $ -- $ 433,252 $-- $ 433,252 Austria -- 146,218 -- 146,218 Belgium -- 170,106 -- 170,106 Bermuda -- 57,462 -- 57,462 Brazil 113,665 -- -- 113,665 Canada 1,126,763 -- -- 1,126,763 Chile 44,406 -- -- 44,406 China -- 42,722 -- 42,722 Czech Republic -- 28,670 -- 28,670 Denmark -- 33,498 -- 33,498 Finland -- 248,042 -- 248,042 France -- 860,670 -- 860,670 Germany -- 444,713 -- 444,713 Greece -- 126,102 -- 126,102 Guernsey -- 5,073 -- 5,073 Hong Kong 3,034 192,377 -- 195,411 Hungary -- 37,025 -- 37,025 Indonesia -- 19,833 -- 19,833 Ireland -- 69,601 -- 69,601 Israel -- 112,304 -- 112,304 Italy -- 371,285 -- 371,285 Japan 1,301 1,912,940 -- 1,914,241 Liechtenstein -- 14,695 -- 14,695 Malaysia -- 105,503 -- 105,503 Malta -- -- -- -- Mexico 14,949 -- -- 14,949 Netherlands -- 393,338 -- 393,338 New Zealand -- 41,931 -- 41,931 Norway -- 178,110 -- 178,110 Phillippines 15,990 50,484 -- 66,474 Poland -- 55,779 -- 55,779 Portugal -- 61,913 -- 61,913 Russia 31,710 -- -- 31,710 Singapore -- 153,235 -- 153,235 South Africa -- 52,417 -- 52,417 South Korea 18,381 138,566 -- 156,947 Spain -- 324,373 -- 324,373 Sweden -- 242,292 -- 242,292 Switzerland -- 362,524 -- 362,524 Taiwan 33,787 206,475 -- 240,262 Thailand -- 106,860 -- 106,860 Turkey -- 46,707 -- 46,707 United Kingdom 627 1,185,856 -- 1,186,483 ---------- ---------- --- ----------- 1,404,613 9,032,951 -- 10,437,564 ---------- ---------- --- ----------- Preferred Stock Brazil 24,407 -- -- 24,407 Germany -- 58,425 -- 58,425 ---------- ---------- --- ----------- 24,407 58,425 -- 82,832 Rights Belgium -- -- -- -- Norway -- 198 -- 198 ---------- ---------- --- ----------- -- 198 -- 198 Warrants Italy 88 -- -- 88 ---------- ---------- --- ----------- Short-Term Investment 4,098 -- -- 4,098 ---------- ---------- --- ----------- Total Investments in Securities $1,433,206 $9,091,574 $-- $10,524,780 ========== ========== === =========== Amounts designated as "--" are $0 or rounded to $0. The accompanying notes are an integral part of the financial statements. 34 SCHRODER EMERGING MARKET EQUITY FUND SCHEDULE OF INVESTMENTS OCTOBER 31, 2009 Shares Value $ - ------------- --------------- COMMON STOCK - 90.2% BRAZIL - 9.6% 18,900 All America Latina Logistica 138,811 4,371 B2W Cia Global Do Varejo 126,773 28,499 Banco Bradesco ADR 561,430 36,900 BM&FBOVESPA 237,895 5,104 BRF-Brasil Foods (1) 123,128 400 BRF-Brasil Foods ADR (1) 19,348 5,100 Cia Brasileira de Distribuicao Grupo Pao de Acucar ADR 308,499 8,000 Cia Siderurgica Nacional ADR 265,280 49,369 Itau Unibanco Holding ADR 944,923 200 OGX Petroleo e Gas Participacoes 161,318 24,800 PDG Realty Empreendimentos e Participacoes 207,077 23,000 Petroleo Brasileiro 529,111 3,000 Petroleo Brasileiro ADR 138,660 10,600 Tele Norte Leste Participacoes ADR 202,036 1,300 Vale 33,045 13,900 Vale ADR 354,311 8,642 Vivo Participacoes ADR 209,568 --------------- 4,561,213 CHINA - 13.7% 1,570,000 Bank of China Class H (2) 910,814 101,000 China Coal Energy Class H (2) 140,523 1,363,000 China Construction Bank Class H (2) 1,175,176 201,000 China Life Insurance Class H (2) 924,237 472,000 China Shanshui Cement Group (2) 337,065 163,500 China Shenhua Energy Class H (2) 733,534 440,000 China Shipping Container Lines (2) 157,478 169,000 Golden Eagle Retail Group (2) 290,689 215,000 Hidili Industry International Development (2) 220,037 453,000 Industrial & Commercial Bank of China Class H (2) 360,441 70,000 Jiangsu Expressway Class H (2) 62,255 218,000 PetroChina Class H (2) 262,336 72,000 Ping An Insurance Group of China Class H (2) 631,048 42,207 Shanghai Lujiazui Finance & Trade Zone Development Class B (2) 78,774 13,000 Tencent Holdings (2) 226,381 --------------- 6,510,788 CZECH REPUBLIC - 0.4% 1,000 Komercni Banka (2) 196,399 --------------- EGYPT - 0.5% 5,135 Commercial International Bank (2) 52,931 2,185 Orascom Construction Industries (2) 103,329 77,930 Talaat Moustafa Group (1)(2) 103,434 --------------- 259,694 Shares Value $ - ------------- --------------- HONG KONG - 6.4% 53,000 Beijing Enterprises Holdings (2) 317,280 121,000 China Mengniu Dairy (2) 339,055 64,000 China Merchants Holdings International (2) 204,134 42,000 China Mobile (2) 393,756 2,400 China Mobile ADR 112,152 266,000 China Unicom Hong Kong (2) 338,244 635,000 CNOOC (2) 951,073 771,140 Franshion Properties China (2) 215,637 40,000 Shanghai Industrial Holdings (2) 187,924 --------------- 3,059,255 HUNGARY - 2.2% 71,376 Magyar Telekom Telecommunications (2) 308,042 1,905 MOL Hungarian Oil & Gas (2) 159,322 19,921 OTP Bank (2) 560,767 --------------- 1,028,131 INDIA - 7.2% 3,300 HDFC Bank ADR 365,013 14,400 ICICI Bank ADR 452,880 22,200 Infosys Technologies ADR 1,021,200 69,797 ITC GDR 378,670 17,950 Mahindra & Mahindra GDR 352,369 10,300 Reliance Industries GDR (1)(2)(3) 854,175 --------------- 3,424,307 INDONESIA - 1.8% 444,000 Bank Mandiri (2) 213,279 202,000 Indocement Tunggal Prakarsa (2) 230,252 129,000 Perusahaan Perkebunan London Sumatra Indonesia (2) 102,964 335,500 Telekomunikasi Indonesia (2) 289,206 --------------- 835,701 ISRAEL - 2.7% 56,997 Bank Hapoalim (1)(2) 208,290 50,639 Bezeq Israeli Telecommunication (2) 113,125 23,747 Makhteshim-Agan Industries (2) 111,102 16,800 Teva Pharmaceutical Industries ADR 848,064 --------------- 1,280,581 MALAYSIA - 2.7% 150,000 Bumiputra-Commerce Holdings (2) 544,589 94,700 Genting (2) 199,218 100,100 IJM (2) 139,726 87,900 Kuala Lumpur Kepong (2) 384,152 --------------- 1,267,685 RUSSIA - 7.7% 52,893 Gazprom ADR 1,277,366 14,500 LUKOIL ADR 829,545 6,700 Mechel ADR 114,972 13,866 MMC Norilsk Nickel ADR (2) 182,151 The accompanying notes are an integral part of the financial statements. 35 SCHRODER EMERGING MARKET EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2009 Shares Value $ - ------------- --------------- 9,700 Mobile Telesystems ADR 439,410 1,550 NovaTek GDR (2) 77,812 55,100 Rosneft Oil GDR (2) 418,971 186 Sberbank GDR (2) 45,355 14,400 Severstal GDR (2) 103,872 7,650 Uralkali GDR (2) 172,191 --------------- 3,661,645 SOUTH AFRICA - 6.9% 26,928 ABSA Group (2) 429,016 7,654 African Rainbow Minerals (2) 149,148 51,492 Aveng (2) 274,845 246,672 FirstRand (2) 559,181 35,489 Gold Fields (2) 456,973 7,619 Impala Platinum Holdings (2) 168,725 44,362 JD Group (2) 248,810 23,360 MTN Group (2) 350,054 10,789 Naspers N Shares (2) 391,976 34,414 Raubex Group (2) 108,454 3,230 Sasol (2) 121,793 --------------- 3,258,975 SOUTH KOREA - 14.6% 13,720 Daegu Bank (2) 181,445 4,517 GS Engineering & Construction (2) 394,820 13,300 Hana Financial Group (2) 393,166 2,715 Hyundai Department Store (2) 258,671 8,077 Hyundai Engineering & Construction (2) 444,475 7,082 Hyundai Motor (2) 640,284 6,104 KB Financial Group (2) 292,649 1,386 MegaStudy (2) 287,300 1,773 NHN (1)(2) 260,651 2,084 POSCO (2) 860,864 2,492 Samsung Electronics (2) 1,494,652 758 Samsung Electronics GDR (2)(3) 229,876 1,321 Samsung Fire & Marine Insurance (2) 239,739 13,670 Shinhan Financial Group (2) 516,969 1,918 SK Energy (2) 175,593 1,856 SK Telecom (2) 281,748 --------------- 6,952,902 TAIWAN - 6.9% 151,960 Acer (2) 357,016 97,000 Cathay Financial Holding (2) 165,797 19,500 Cathay Financial Holding GDR (1) 342,958 251,966 China Steel (2) 222,972 1,300 China Steel GDR 23,423 4,035 Chinatrust Financial Holding (2) 2,416 226 Chunghwa Telecom ADR 3,928 85,690 Far Eastern Department Stores (2) 87,741 6,000 HON HAI Precision Industry (2) 23,424 95,764 HON HAI Precision Industry GDR 773,773 13,454 KGI Securities GDR (1) 120,413 167,000 Taiwan Cement (2) 170,771 Shares Value $ - ------------- --------------- 50,139 Taiwan Semiconductor Manufacturing (2) 90,654 69,484 Taiwan Semiconductor Manufacturing ADR 662,877 193,840 Uni-President Enterprises (2) 215,576 --------------- 3,263,739 THAILAND - 3.4% 76,100 Bangkok Bank (2) 255,430 262,900 Kasikornbank (2) 604,411 1,127,300 Land & Houses (2) 187,976 44,600 PTT (2) 315,930 53,600 PTT Exploration & Production (1)(2) 229,024 --------------- 1,592,771 TURKEY - 3.5% 8,870 Akenerji Elektrik Uretim (2) 79,586 13,142 Tupras Turkiye Petrol Rafine (2) 225,689 41,908 Turkcell Iletisim Hizmet (2) 277,233 148,505 Turkiye Garanti Bankasi (2) 539,213 41,311 Turkiye Halk Bankasi (2) 247,190 83,953 Turkiye Is Bankasi Class C (2) 317,904 --------------- 1,686,815 --------------- TOTAL COMMON STOCK (Cost $37,099,560) 42,840,601 --------------- PREFERRED STOCK - 6.5% BRAZIL - 6.5% 9,579 Bradespar 196,694 9,048 Cia Energetica de Minas Gerais 142,106 9,743 Eletropaulo Metropolitana Eletricidade de Sao Paulo Class B 183,902 1,391 Itau Unibanco Holding 26,477 29,723 Petroleo Brasileiro ADR 1,192,487 5,300 Ultrapar Participacoes 232,261 6,287 Usinas Siderurgicas de Minas Gerais Class A 164,273 40,800 Vale ADR 942,480 500 Vale Class A 11,261 --------------- TOTAL PREFERRED STOCK (Cost $2,686,625) 3,091,941 --------------- EQUITY-LINKED WARRANT (2)(3)(4) - 1.0% RUSSIA - 1.0% 207,095 Sberbank Savings Bank of the Russian Federation, Expires 02/28/18 (Cost $386,231) 455,609 --------------- RIGHTS (1)(2)(6) - 0.0% BRAZIL - 0.0% 297 All America Latina Logistica (Cost $ --) 1,400 --------------- The accompanying notes are an integral part of the financial statements. 36 SCHRODER EMERGING MARKET EQUITY FUND SCHEDULE OF INVESTMENTS (CONCLUDED) OCTOBER 31, 2009 Shares Value $ - ------------- --------------- SHORT-TERM INVESTMENT (5) - 3.5% 1,672,853 JPMorgan Prime Money Market Fund, 0.110% (Cost $1,672,853) 1,672,853 --------------- TOTAL INVESTMENTS - 101.2% (Cost $41,845,269) 48,062,404 --------------- OTHER LIABILITIES IN EXCESS OF OTHER ASSETS - (1.2)% (562,020) --------------- NET ASSETS - 100.0% $ 47,500,384 =============== (1) Denotes non-income producing security. (2) Security is fair valued. (See Note 2 in Notes to Financial Statements.) (3) Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration normally to qualified institutions. On October 31, 2009, the value of these securities amounted to $1,539,660, representing 3.2% of the net assets of the Fund. (4) Securities are not readily marketable. (5) The rate shown represents the 7-day current yield as of October 31, 2009. (6) Security considered illiquid. On October 31, 2009 the value of these securities amounted to $1,400 representing less than 0.1% of the net assets of the Fund. ADR - American Depositary Receipt GDR - Global Depositary Receipt The following is a summary of inputs used as of October 31, 2009 in valuing the Fund's investments carried at value: LEVEL 1 LEVEL 2 LEVEL 3 TOTAL ----------- ----------- ------- ----------- INVESTMENTS IN SECURITIES Common Stock Brazil $ 4,561,213 $ -- $-- $ 4,561,213 China -- 6,510,788 -- 6,510,788 Czech Republic -- 196,399 -- 196,399 Egypt -- 259,694 -- 259,694 Hong Kong 112,152 2,947,103 -- 3,059,255 Hungary -- 1,028,131 -- 1,028,131 India 2,570,132 854,175 -- 3,424,307 Indonesia -- 835,701 -- 835,701 Israel 848,064 432,517 -- 1,280,581 Malaysia -- 1,267,685 -- 1,267,685 Russia 2,661,293 1,000,352 -- 3,661,645 South Africa -- 3,258,975 -- 3,258,975 South Korea -- 6,952,902 -- 6,952,902 Taiwan 1,927,373 1,336,366 -- 3,263,739 Thailand -- 1,592,771 -- 1,592,771 Turkey -- 1,686,815 -- 1,686,815 ---------- ---------- --- ---------- 12,680,227 30,160,374 -- 42,840,601 Preferred Stock Brazil 3,091,941 -- -- 3,091,941 ---------- ---------- --- ---------- Equity-Linked Warrant Russia -- 455,609 -- 455,609 ---------- ---------- --- ---------- Rights Brazil -- 1,400 -- 1,400 ---------- ---------- --- ---------- Short-Term Investment 1,672,853 -- -- 1,672,853 ---------- ---------- --- ---------- Total Investments in Securities $17,445,021 $30,617,383 $-- $48,062,404 =========== =========== === =========== Amounts designated as "--" are $0 or rounded to $0. The accompanying notes are an integral part of the financial statements. 37 SCHRODER U.S. OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS OCTOBER 31, 2009 Shares Value $ - ------------- --------------- COMMON STOCK - 89.9% AUTO & TRANSPORTATION - 2.1% 14,300 Atlas Air Worldwide Holdings (1) 375,947 38,100 BorgWarner 1,155,192 33,100 Kansas City Southern (1) 802,013 42,700 Thor Industries 1,119,594 --------------- 3,452,746 CONSUMER DISCRETIONARY - 18.4% 117,000 Ambassadors Group 1,487,070 66,800 Arbitron 1,448,224 36,800 ATC Technology (1) 769,120 19,200 Capella Education (1) 1,322,880 79,300 Central Garden & Pet (1) 786,656 40,600 Central Garden & Pet Class A (1) 384,076 39,700 Children's Place (1) 1,248,565 132,500 Clear Channel Outdoor Holdings Class A (1) 903,650 110,900 Geo Group (1) 2,345,535 89,400 Healthcare Services Group 1,765,650 39,100 Home Inns & Hotels Management ADR (1)(2) 1,039,278 66,900 IESI-BFC 859,665 128,800 Internap Network Services (1) 412,160 33,800 Lamar Advertising Class A (1) 821,340 132,100 LKQ (1) 2,281,367 39,500 Men's Wearhouse 915,215 87,200 Pinnacle Entertainment (1) 736,840 54,700 Rent-A-Center (1) 1,004,292 193,600 Scientific Games Class A (1) 2,723,952 47,800 Shuffle Master (1) 373,318 67,100 Standard Parking (1) 1,180,960 158,300 Waste Connections (1) 4,975,369 16,100 Watson Wyatt Worldwide Class A 701,638 --------------- 30,486,820 CONSUMER STAPLES - 5.7% 23,000 Boston Beer Class A (1) 874,000 23,600 Diamond Foods 711,540 63,100 Nash Finch 1,828,638 71,500 NBTY (1) 2,603,315 62,600 Sanderson Farms 2,290,534 46,300 United Natural Foods (1) 1,116,293 --------------- 9,424,320 FINANCIAL SERVICES - 14.1% 64,373 Argo Group International Holdings (1) 2,186,107 26,500 Bank of Hawaii 1,176,600 23,100 Berkshire Hills Bancorp 474,705 130,000 Brookline Bancorp 1,272,700 107,400 Chimera Investment REIT 374,826 92,720 CVB Financial 742,687 14,000 Digital Realty Trust REIT 631,820 35,200 Euronet Worldwide (1) 832,480 114,400 Genpact (1) 1,362,504 Shares Value $ - ------------- --------------- 39,508 Health Care REIT 1,752,970 51,000 Hilltop Holdings (1) 603,840 52,200 Investment Technology Group (1) 1,125,954 96,700 Investors REIT 809,379 47,600 Lazard LP Class A 1,796,900 69,400 National Penn Bancshares 390,028 40,700 National Retail Properties REIT 788,766 82,300 Ocwen Financial (1) 899,539 51,600 Redwood Trust 719,304 81,600 Reinsurance Group of America 3,761,760 33,400 Westamerica Bancorporation 1,596,520 --------------- 23,299,389 HEALTH CARE - 14.5% 40,800 Amedisys (1) 1,623,432 48,400 AMERIGROUP (1) 1,067,220 15,800 athenahealth (1) 594,238 72,000 Bruker (1) 780,480 39,500 Centene (1) 704,285 41,100 Cepheid (1) 545,397 54,500 Cooper 1,526,545 32,500 Emergency Medical Services (1) 1,560,650 24,600 Haemonetics (1) 1,266,900 108,400 Health Management Associates (1) 661,240 31,600 HMS Holdings (1) 1,356,588 96,800 Inspire Pharmaceuticals (1) 432,696 150,000 Lexicon Pharmaceuticals (1) 196,500 54,000 Luminex (1) 794,880 25,400 Masimo (1) 674,878 15,900 Omnicare 344,553 19,300 Onyx Pharmaceuticals (1) 513,380 14,100 Perrigo 524,379 148,100 PSS World Medical (1) 2,994,582 55,100 Seattle Genetics (1) 500,308 14,200 STERIS 415,492 128,000 Sun Healthcare Group (1) 1,162,240 17,200 Techne 1,075,172 80,000 Vivus (1) 632,000 28,400 Volcano (1) 407,540 42,300 West Pharmaceutical Services 1,669,581 --------------- 24,025,156 MATERIALS & PROCESSING - 6.3% 31,500 Apogee Enterprises 417,060 83,800 Cabot 1,837,734 64,400 Calgon Carbon (1) 1,020,096 22,600 Clean Harbors (1) 1,275,770 60,300 Olin 920,781 37,600 Pan American Silver (1) 786,592 16,900 Royal Gold 746,473 61,800 ShawCor Class A (3) 1,609,143 50,700 Sonoco Products 1,356,225 57,000 Wausau Paper 499,890 --------------- 10,469,764 The accompanying notes are an integral part of the financial statements. 38 SCHRODER U.S. OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2009 Shares Value $ - ------------- --------------- OTHER ENERGY - 5.0% 22,800 Comstock Resources (1) 936,852 59,500 Goodrich Petroleum (1) 1,527,365 84,800 Key Energy Services (1) 619,888 423,900 Ram Power (1)(3) 1,305,212 96,000 St. Mary Land & Exploration 3,273,600 29,200 Superior Energy Services (1) 631,012 --------------- 8,293,929 PRODUCER DURABLES - 3.6% 40,400 EnPro Industries (1) 912,232 27,000 FEI (1) 642,870 17,400 HEICO 661,722 57,450 IDEX 1,633,303 63,200 Rofin-Sinar Technologies (1) 1,355,640 41,700 Tutor Perini (1) 736,005 --------------- 5,941,772 TECHNOLOGY - 15.4% 9,200 AboveNet (1) 445,280 249,400 Anadigics (1) 800,574 141,400 Ariba (1) 1,671,348 82,800 Aspen Technology (1) 869,400 210,300 Atmel (1) 782,316 57,400 CommVault Systems (1) 1,130,780 50,700 comScore (1) 777,231 36,700 Digital River (1) 837,861 25,800 F5 Networks (1) 1,158,162 135,400 Gartner (1) 2,521,148 126,700 Harmonic (1) 665,175 76,000 Informatica (1) 1,613,480 57,200 Intermec (1) 704,704 19,800 Manhattan Associates (1) 454,410 99,400 Netscout Systems (1) 1,221,626 146,560 Parametric Technology (1) 2,185,210 71,500 PMC-Sierra (1) 609,180 33,600 QLogic (1) 589,344 24,900 Scansource (1) 632,211 1,700 Semtech (1) 26,299 143,300 SonicWALL (1) 1,137,802 41,900 Standard Microsystems (1) 806,994 59,800 Syniverse Holdings (1) 1,024,374 69,400 TriQuint Semiconductor (1) 374,066 20,900 Vishay Intertechnology (1) 130,207 53,100 Volterra Semiconductor (1) 735,435 99,200 Websense (1) 1,593,152 --------------- 25,497,769 Shares Value $ - ------------- --------------- UTILITIES - 4.8% 69,900 Cleco 1,730,025 70,200 NorthWestern 1,695,330 64,700 Pike Electric (1) 811,985 74,300 Portland General Electric 1,381,237 31,900 UIL Holdings 819,192 49,100 Unisource Energy 1,418,008 --------------- 7,855,777 --------------- TOTAL COMMON STOCK (Cost $131,961,562) 148,747,442 --------------- SHORT-TERM INVESTMENT (4) - 10.8% 17,973,863 JPMorgan Prime Money Market Fund, 0.110% (Cost $17,973,863) 17,973,863 --------------- TOTAL INVESTMENTS - 100.7% (Cost $149,935,425) 166,721,305 --------------- OTHER LIABILITIES IN EXCESS OF OTHER ASSETS - (0.7)% (1,227,908) --------------- NET ASSETS - 100.0% $ 165,493,397 =============== (1) Denotes non-income producing security. (2) China domiciled company. (3) Canadian domiciled company. (4) The rate shown represents the 7-day current yield as of October 31, 2009. ADR - American Depositary Receipt LP - Limited Partnership REIT - Real Estate Investment Trust The accompanying notes are an integral part of the financial statements. 39 SCHRODER U.S. OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS (CONCLUDED) OCTOBER 31, 2009 The following is a summary of inputs used as of October 31, 2009, in valuing the Fund's investments carried at value: LEVEL 1 LEVEL 2 LEVEL 3 TOTAL ------------ ------- ------- ------------ INVESTMENTS IN SECURITIES Common Stock Auto & Transportation $ 3,452,746 $-- $-- $ 3,452,746 Consumer Discretionary 30,486,820 -- -- 30,486,820 Consumer Staples 9,424,320 -- -- 9,424,320 Financial Services 23,299,389 -- -- 23,299,389 Health Care 24,025,156 -- -- 24,025,156 Materials & Processing 10,469,764 -- -- 10,469,764 Other Energy 8,293,929 -- -- 8,293,929 Producer Durables 5,941,772 -- -- 5,941,772 Technology 25,497,769 -- -- 25,497,769 Utilities 7,855,777 -- -- 7,855,777 ------------ --- --- ------------ 148,747,442 -- -- 148,747,442 Short-Term Investment 17,973,863 -- -- 17,973,863 ------------ --- --- ------------ Total Investments in Securities $166,721,305 $-- $-- $166,721,305 ============ === === ============ The accompanying notes are an integral part of the financial statements. 40 SCHRODER U.S. SMALL AND MID CAP OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS OCTOBER 31, 2009 Shares Value $ - ------------- --------------- COMMON STOCK - 88.3% AUTO & TRANSPORTATION - 1.3% 8,200 Ryder System 332,510 4,600 Wabtec 169,096 --------------- 501,606 CONSUMER DISCRETIONARY - 21.8% 8,000 Black & Decker 377,760 59,200 Burger King Holdings 1,015,872 9,600 Copart (1) 308,832 19,100 Corrections Corp. of America (1) 457,254 22,300 DeVry 1,232,967 13,000 Dick's Sporting Goods (1) 294,970 54,100 Interpublic Group of Cos. (1) 325,682 5,300 Lamar Advertising Class A (1) 128,790 6,800 Magna International Class A 269,484 28,000 Monster Worldwide (1) 406,560 17,300 Pinnacle Entertainment (1) 146,185 60,000 Republic Services 1,554,600 12,500 Ross Stores 550,125 47,400 Scientific Games Class A (1) 666,918 24,600 VeriSign (1) 561,126 7,800 Watson Wyatt Worldwide Class A 339,924 --------------- 8,637,049 CONSUMER STAPLES - 2.3% 2,200 Church & Dwight 125,136 17,300 NBTY (1) 629,893 6,400 Ruddick 171,008 --------------- 926,037 FINANCIAL SERVICES - 15.0% 3,900 Bank of Hawaii 173,160 43,400 Chimera Investment REIT 151,466 4,200 Comerica 116,550 12,100 Cullen/Frost Bankers 566,159 8,100 Dun & Bradstreet 620,136 10,100 Federated Investors Class B 265,125 10,200 Global Payments 502,146 24,100 HCC Insurance Holdings 635,999 5,500 Health Care REIT 244,035 8,500 Lazard LP Class A 320,875 1,700 M&T Bank 106,845 18,300 People's United Financial 293,349 15,400 Reinsurance Group of America 709,940 15,300 SLM (1) 148,410 4,300 Westamerica Bancorporation 205,540 36,500 WR Berkley 902,280 --------------- 5,962,015 HEALTH CARE - 13.1% 3,000 Alexion Pharmaceuticals (1) 133,230 8,300 Coventry Health Care (1) 164,589 24,100 DaVita (1) 1,278,023 10,500 DENTSPLY International 346,080 19,300 Emdeon Class A (1) 289,114 Shares Value $ - ------------- --------------- 8,800 Endo Pharmaceuticals Holdings (1) 197,120 5,700 Gen-Probe (1) 237,804 6,400 Hospira (1) 285,696 12,200 Life Technologies (1) 575,474 12,400 LifePoint Hospitals (1) 351,292 12,600 Omnicare 273,042 3,500 Onyx Pharmaceuticals (1) 93,100 4,400 Perrigo 163,636 9,800 Pharmaceutical Product Development 211,190 16,700 Psychiatric Solutions (1) 344,688 6,100 West Pharmaceutical Services 240,767 --------------- 5,184,845 MATERIALS & PROCESSING - 5.5% 6,700 Airgas 297,212 4,000 Albemarle 126,320 15,600 Cabot 342,108 9,900 Crown Holdings (1) 263,835 10,200 Pactiv (1) 235,518 5,100 Pan American Silver (1) 106,692 6,700 Reliance Steel & Aluminum 244,416 2,400 Royal Gold 106,008 6,300 ShawCor Class A (2) 164,039 10,288 Sino-Forest (1)(3) 144,879 13,170 Yamana Gold 140,260 --------------- 2,171,287 OTHER ENERGY - 2.9% 7,600 Cimarex Energy 297,616 10,100 Concho Resources (1) 384,911 18,100 Plains Exploration & Production (1) 479,650 --------------- 1,162,177 PRODUCER DURABLES - 4.0% 12,500 Aecom Technology (1) 315,500 5,800 Dover 218,544 20,550 IDEX 584,237 4,700 Verisk Analytics Class A (1) 128,921 13,400 Zebra Technologies Class A (1) 335,000 --------------- 1,582,202 TECHNOLOGY - 14.9% 6,400 Adtran 147,456 55,900 Amdocs (1) 1,408,680 61,400 Brocade Communications Systems (1) 526,812 7,500 Citrix Systems (1) 275,700 13,700 Digital River (1) 312,771 6,600 F5 Networks (1) 296,274 52,500 Integrated Device Technology (1) 308,700 7,000 Microchip Technology 167,720 32,900 Parametric Technology (1) 490,539 11,100 QLogic (1) 194,694 23,700 Rovi (1) 652,935 42,200 SAIC (1) 747,362 38,900 Skyworks Solutions (1) 405,727 --------------- 5,935,370 The accompanying notes are an integral part of the financial statements. 41 SCHRODER U.S. SMALL AND MID CAP OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS (CONCLUDED) OCTOBER 31, 2009 Shares Value $ - ------------- --------------- UTILITIES - 7.5% 13,000 Cleco 321,750 10,700 Energen 469,516 38,600 MetroPCS Communications (1) 240,478 19,800 NeuStar Class A (1) 457,380 17,600 NII Holdings (1) 473,968 9,900 Northeast Utilities 228,195 19,400 NV Energy 222,324 21,300 Portland General Electric 395,967 14,900 tw telecom (1) 187,740 --------------- 2,997,318 --------------- TOTAL COMMON STOCK (Cost $31,475,977) 35,059,906 --------------- INVESTMENT COMPANIES - 1.2% 2,900 iShares Russell 2000 Index Fund 163,415 4,400 iShares Russell Midcap Index Fund 329,164 --------------- TOTAL INVESTMENT COMPANIES (Cost $472,302) 492,579 --------------- Shares Value $ - ------------- --------------- SHORT-TERM INVESTMENT (4) - 21.9% 8,673,362 JPMorgan Prime Money Market Fund, 0.110% (Cost $8,673,362) 8,673,362 --------------- TOTAL INVESTMENTS - 111.4% (Cost $40,621,641) 44,225,847 --------------- OTHER LIABILITIES IN EXCESS OF OTHER ASSETS - (11.4)% (4,539,506) --------------- NET ASSETS - 100.0% $ 39,686,341 =============== (1) Denotes non-income producing security. (2) Canadian domiciled company. (3) Hong Kong domiciled company. (4) The rate shown represents the 7-day current yield as of October 31, 2009. LP - Limited Partnership REIT - Real Estate Investment Trust The following is a summary of inputs used as of October 31, 2009, in valuing the Fund's investments carried at value: LEVEL 1 LEVEL 2 LEVEL 3 TOTAL ----------- ------- ------- ----------- INVESTMENTS IN SECURITIES Common Stock Auto & Transportation $ 501,606 $-- $-- $ 501,606 Consumer Discretionary 8,637,049 -- -- 8,637,049 Consumer Staples 926,037 -- -- 926,037 Financial Services 5,962,015 -- -- 5,962,015 Health Care 5,184,845 -- -- 5,184,845 Materials & Processing 2,171,287 -- -- 2,171,287 Other Energy 1,162,177 -- -- 1,162,177 Producer Durables 1,582,202 -- -- 1,582,202 Technology 5,935,370 -- -- 5,935,370 Utilities 2,997,318 -- -- 2,997,318 ----------- --- --- ----------- 35,059,906 -- -- 35,059,906 Investment Companies 492,579 -- -- 492,579 ----------- --- --- ----------- Short-Term Investment 8,673,362 -- -- 8,673,362 ----------- --- --- ----------- Total Investments in Securities $44,225,847 $-- $-- $44,225,847 =========== === === =========== The accompanying notes are an integral part of the financial statements. 42 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS OCTOBER 31, 2009 Shares Value $ - ------------- --------------- COMMON STOCK - 97.5% BAHAMAS - 0.0% 4,000 Steiner Leisure (1) 147,840 --------------- Total Bahamas 147,840 --------------- BERMUDA - 1.0% 35,652 Accenture 1,321,976 10,353 ACE 531,730 7,500 Allied World Assurance Holdings 335,700 17,000 Max Capital Group 351,050 26,604 Nabors Industries (1) 554,162 3,400 PartnerRe 260,032 18,200 Validus Holdings 460,460 --------------- Total Bermuda 3,815,110 --------------- CANADA - 8.0% 7,100 AG Growth International 209,159 2,516 Agrium 117,111 26,200 AltaGas Income Trust 436,061 25,700 ARC Energy Trust 463,622 6,800 Astral Media 201,453 11,142 Bank of Montreal 515,736 6,333 Bank of Nova Scotia 264,973 20,707 Barrick Gold 745,950 5,550 Bell Aliant Regional Communications Income Fund (1)(2)(3)(4) 138,044 13,300 Bell Aliant Regional Communications Income Fund 330,809 14,900 Brookfield Asset Management Class A 314,670 34,000 Brookfield Properties 353,675 29,321 Canadian National Railway 1,417,927 25,598 Canadian Natural Resources 1,662,036 13,702 Canadian Oil Sands Trust 369,694 16,800 Enbridge 653,825 35,430 EnCana 1,965,603 17,200 Ensign Energy Services 246,828 4,000 Franco-Nevada 99,491 4,700 Freehold Royalty Trust 64,535 20,410 Goldcorp 750,726 14,900 IGM Financial 531,110 12,900 Loblaw 356,166 4,600 Major Drilling Group International 91,787 6,237 Manulife Financial 117,070 1,600 Mosaid Technologies 24,337 16,000 Mullen Group 231,530 36,700 NAL Oil & Gas Trust 393,299 13,600 National Bank of Canada 709,111 44,241 Nexen 952,317 37,500 Pengrowth Energy Trust 355,756 38,500 Penn West Energy Trust 638,997 41,100 Peyto Energy Trust 450,713 6,400 Potash Corp. of Saskatchewan 597,156 19,000 Power Corp. of Canada 447,989 Shares Value $ - ------------- --------------- 21,500 Power Financial 541,327 10,596 Research In Motion (1) 625,277 29,864 Rogers Communications Class B 876,729 42,941 Royal Bank of Canada 2,175,836 32,683 Shaw Communications Class B 581,736 39,900 Sherritt International 256,039 4,768 Shoppers Drug Mart 189,530 17,100 Sun Life Financial 473,234 63,200 Talisman Energy 1,078,754 50,280 Teck Resources Class B 1,454,098 39,600 Teck Resources (Canada) Class B 1,150,103 9,000 TMX Group 241,331 21,907 Toronto-Dominion Bank 1,249,398 47,900 TransCanada 1,468,668 9,279 Vermilion Energy Trust 249,928 17,500 Westshore Terminals Income Fund 206,149 14,300 Zargon Energy Trust 239,061 --------------- Total Canada 30,276,464 --------------- CAYMAN ISLANDS - 0.2% 20,688 Garmin 626,019 --------------- Total Cayman Islands 626,019 --------------- UNITED STATES - 88.3% AMUSEMENT & RECREATION SERVICES - 0.1% 12,000 Life Time Fitness (1) 258,600 --------------- APPAREL & ACCESSORY STORES - 1.3% 5,100 Aeropostale (1) 191,403 25,800 American Eagle Outfitters 451,242 12,600 Buckle 378,126 42,900 Gap 915,486 5,200 Jos A Bank Clothiers (1) 213,096 22,224 Kohl's (1) 1,271,657 28,978 Nordstrom 920,921 14,126 Ross Stores 621,685 --------------- 4,963,616 APPAREL & OTHER FINISHED PRODUCTS - 0.3% 14,200 Guess? 519,010 8,300 Gymboree (1) 353,331 4,278 Polo Ralph Lauren 318,369 --------------- 1,190,710 AUTOMOTIVE DEALERS & GASOLINE SERVICE STATIONS - 0.0% 3,800 America's Car-Mart (1) 78,774 --------------- AUTOMOTIVE REPAIR, SERVICES & PARKING - 0.1% 13,100 Wright Express (1) 365,621 --------------- The accompanying notes are an integral part of the financial statements. 43 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2009 Shares Value $ - ------------- --------------- BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY & MOBILE HOME DEALERS - 0.3% 28,693 Home Depot 719,907 13,100 Lowe's 256,367 5,500 Tractor Supply (1) 245,850 --------------- 1,222,124 BUSINESS SERVICES - 8.2% 7,897 Alliance Data Systems (1) 434,177 5,000 Arbitron 108,400 24,167 Automatic Data Processing 961,847 25,400 CA 531,368 8,800 Check Point Software Technologies (1) 273,416 5,100 Computer Programs & Systems 215,424 15,712 Computer Sciences (1) 796,755 52,900 Compuware (1) 373,474 24,800 Earthlink 200,880 55,000 eBay (1) 1,224,850 9,700 Equifax 265,586 8,087 Fair Isaac 164,409 27,200 Fidelity National Information Services 591,872 14,800 Fiserv (1) 678,876 16,400 Global Cash Access Holdings (1) 103,812 8,349 Google Class A (1) 4,476,066 14,760 Heartland Payment Systems 181,400 14,800 i2 Technologies (1) 232,952 12,900 Infosys Technologies ADR 593,400 35,900 Interpublic Group of Cos. (1) 216,118 16,862 Lender Processing Services 671,108 2,100 Mantech International Class A (1) 92,106 600 Mastercard Class A 131,412 333,050 Microsoft 9,235,476 3,891 MicroStrategy Class A (1) 339,568 50,700 MoneyGram International (1) 151,593 27,423 Omnicom Group 940,060 181,381 Oracle 3,827,139 7,000 Quality Systems 427,140 19,500 Quest Software (1) 327,015 12,200 Robert Half International 283,040 46,500 Sapient (1) 378,510 4,100 Sybase (1) 162,196 16,900 TeleTech Holdings (1) 302,341 6,700 TNS (1) 189,342 32,832 Total System Services 524,327 --------------- 30,607,455 CHEMICALS & ALLIED PRODUCTS - 10.7% 57,733 Abbott Laboratories 2,919,558 47,626 Amgen (1) 2,558,945 33,567 Avon Products 1,075,822 89,671 Bristol-Myers Squibb 1,954,828 2,582 CF Industries Holdings 214,952 9,891 Colgate-Palmolive 777,729 Shares Value $ - ------------- --------------- 10,300 Dow Chemical 241,844 39,100 EI Du Pont de Nemours 1,244,162 49,061 Eli Lilly 1,668,565 17,594 Genzyme (1) 890,256 16,802 Gilead Sciences (1) 714,925 6,200 Hawkins 130,324 20,800 Hospira (1) 928,512 46,600 Huntsman 370,470 5,400 Innospec 63,828 109,184 Johnson & Johnson 6,447,315 9,514 Lubrizol 633,252 107,774 Merck 3,333,450 12,340 Monsanto 829,001 10,300 NBTY (1) 375,023 8,200 PetMed Express 128,658 266,647 Pfizer 4,540,998 12,400 PPG Industries 699,732 109,611 Procter & Gamble 6,357,438 17,800 RPM International 313,636 3,700 Schering-Plough 104,340 13,772 Terra Industries 437,537 6,800 Valspar 172,516 --------------- 40,127,616 COAL MINING - 0.3% 18,900 Arch Coal 409,374 7,600 Consol Energy 325,356 13,400 Peabody Energy 530,506 --------------- 1,265,236 COMMUNICATIONS - 3.0% 5,600 Adtran 129,024 225,039 AT&T 5,776,751 63,900 Comcast Class A 926,550 22,356 DIRECTV Group (1) 587,963 5,300 Telephone & Data Systems 156,986 2,559 Time Warner Cable 100,927 116,330 Verizon Communications 3,442,205 --------------- 11,120,406 CONSTRUCTION SPECIAL TRADE CONTRACTORS - 0.0% 4,000 EMCOR Group (1) 94,480 --------------- DEPOSITORY INSTITUTIONS - 6.1% 314,850 Bank of America 4,590,513 16,620 Bank of New York Mellon 443,089 14,000 Bank of the Ozarks 318,500 38,698 BB&T 925,269 4,500 BOK Financial 193,365 445,622 Citigroup 1,822,594 3,600 Credicorp 248,508 10,800 Cullen/Frost Bankers 505,332 40,000 Fifth Third Bancorp 357,600 28,700 International Bancshares 426,195 154,863 JPMorgan Chase 6,468,628 The accompanying notes are an integral part of the financial statements. 44 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2009 Shares Value $ - ------------- --------------- 18,400 Oriental Financial Group 195,960 8,977 State Street 376,855 9,100 SunTrust Banks 173,901 6,300 SVB Financial Group (1) 259,875 29,800 Trustmark 564,710 19,351 U.S. Bancorp 449,330 160,072 Wells Fargo 4,405,181 --------------- 22,725,405 EATING & DRINKING PLACES - 0.8% 9,121 Brinker International 115,290 2,900 Chipotle Mexican Grill Class A (1) 236,321 15,249 Darden Restaurants 462,197 17,781 McDonald's 1,042,144 30,200 Yum! Brands 995,090 --------------- 2,851,042 ELECTRIC, GAS & SANITARY SERVICES - 3.1% 58,900 AES (1) 769,823 16,600 Black Hills 404,542 29,700 CMS Energy 395,010 13,960 Consolidated Edison 567,893 15,800 DPL 400,372 11,547 Edison International 367,426 31,700 El Paso 310,977 3,500 Energen 153,580 8,200 Exelon 385,072 14,200 FPL Group 697,220 8,700 Kinder Morgan Energy Partners LP 469,800 26,138 MDU Resources Group 542,363 28,300 NV Energy 324,318 3,300 ONEOK Partners LP 179,520 19,537 PG&E 798,868 11,400 Sempra Energy 586,530 34,208 Southern 1,066,947 8,600 Southern Union 168,302 9,700 TC Pipelines LP 378,979 5,300 UGI 126,564 12,000 Unisource Energy 346,560 7,000 Vectren 157,780 19,100 Waste Management 570,708 20,900 Westar Energy 400,235 46,800 Xcel Energy 882,648 --------------- 11,452,037 ELECTRONIC & OTHER ELECTRICAL EQUIPMENT - 6.3% 7,200 Altera 142,488 184,285 Cisco Systems (1) 4,210,912 12,717 Cooper Industries 492,021 49,571 Emerson Electric 1,871,305 412,289 General Electric 5,879,241 13,867 Harris 578,531 225,474 Intel 4,308,808 Shares Value $ - ------------- --------------- 7,400 InterDigital (1) 152,144 13,800 Intersil Class A 173,190 27,698 Micrel 206,904 3,500 Millicom International Cellular (1) 219,310 7,900 Monolithic Power Systems (1) 157,921 11,539 Multi-Fineline Electronix (1) 314,438 1,500 National Presto Industries 130,395 13,900 National Semiconductor 179,866 27,400 Pixelworks (1) 67,130 56,577 QUALCOMM 2,342,854 4,400 Silicon Laboratories (1) 184,360 10,400 Synaptics (1) 234,000 72,922 Texas Instruments 1,710,021 6,900 TTM Technologies (1) 70,173 12,400 Volterra Semiconductor (1) 171,740 --------------- 23,797,752 ENGINEERING, ACCOUNTING & RESEARCH MANAGEMENT - 0.5% 18,700 Fluor 830,654 8,700 Hewitt Associates Class A (1) 309,024 8,400 Quest Diagnostics 469,812 5,900 SAIC (1) 104,489 3,400 VSE 148,886 --------------- 1,862,865 FABRICATED METAL PRODUCTS - 0.0% 4,200 Sun Hydraulics 80,052 --------------- FOOD & KINDRED PRODUCTS - 3.8% 27,500 Archer-Daniels-Midland 828,300 5,200 Bunge 296,712 90,658 Coca-Cola 4,832,978 44,900 Coca-Cola Enterprises 856,243 34,600 Del Monte Foods 373,680 4,500 General Mills 296,640 29,565 HJ Heinz 1,189,696 10,313 Hormel Foods 376,012 6,700 J&J Snack Foods 262,439 7,100 JM Smucker 374,383 13,937 Kellogg 718,313 4,412 McCormick 154,464 63,824 PepsiCo 3,864,543 --------------- 14,424,403 FOOD STORES - 0.2% 25,581 Kroger 591,688 --------------- GENERAL MERCHANDISE STORES - 2.3% 4,800 Big Lots (1) 120,240 9,173 Costco Wholesale 521,485 34,800 Target 1,685,364 28,498 TJX 1,064,400 104,423 Wal-Mart Stores 5,187,735 --------------- 8,579,224 The accompanying notes are an integral part of the financial statements. 45 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2009 Shares Value $ - ------------- --------------- HEALTH SERVICES - 0.5% 11,362 DaVita (1) 602,527 8,962 Express Scripts (1) 716,243 7,980 Laboratory Corp. of America Holdings (1) 549,742 --------------- 1,868,512 HOLDING & OTHER INVESTMENT OFFICES - 1.5% 3,000 Agree Realty REIT 69,990 29,500 Annaly Capital Management REIT 498,845 5 Berkshire Hathaway Class A (1) 495,000 160 Berkshire Hathaway Class B (1) 525,280 12,600 Capstead Mortgage REIT 165,816 21,800 Duke Realty REIT 245,032 4,500 Entertainment Properties Trust REIT 153,090 7,500 Equity One REIT 111,900 11,200 Equity Residential REIT 323,456 5,400 Hatteras Financial REIT 151,740 73,500 Host Hotels & Resorts REIT 743,085 6,200 Kilroy Realty REIT 171,244 28,000 MFA Financial REIT 207,760 3,800 National Health Investors REIT 114,000 34,200 NorthStar Realty Finance REIT 120,726 17,455 Simon Property Group REIT 1,185,020 13,100 Weingarten Realty Investors REIT 242,350 --------------- 5,524,334 HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES - 0.5% 21,181 Bed Bath & Beyond (1) 745,783 30,600 Best Buy 1,168,308 8,900 Kirkland's (1) 111,962 --------------- 2,026,053 INDUSTRIAL & COMMERCIAL MACHINERY/ COMPUTER EQUIPMENT - 8.5% 13,435 3M 988,413 33,539 Apple (1) 6,322,102 23,388 Baker Hughes 983,933 36,208 Caterpillar 1,993,613 9,500 Deere 432,725 100,499 Dell (1) 1,456,231 5,700 Dover 214,776 112,700 EMC (1) 1,856,169 6,179 Flowserve 606,840 6,873 Graco 189,282 101,033 Hewlett-Packard 4,795,026 50,594 International Business Machines 6,102,142 15,300 ITT 775,710 19,700 John Bean Technologies 323,474 13,876 Joy Global 699,489 3,800 Lufkin Industries 216,790 12,900 Robbins & Myers 299,280 21,867 Smith International 606,372 6,941 Stanley Works 313,941 Shares Value $ - ------------- --------------- 20,800 Teradata (1) 579,904 10,900 Toro 403,518 19,776 Varian Medical Systems (1) 810,420 24,348 Western Digital (1) 820,041 --------------- 31,790,191 INSURANCE AGENTS, BROKERS & SERVICE - 0.1% 14,500 Willis Group Holdings 391,500 --------------- INSURANCE CARRIERS - 2.3% 26,213 Aetna 682,324 19,200 Allstate 567,744 15,500 American Financial Group 381,300 17,700 Assurant 529,761 14,300 Catalyst Health Solutions (1) 448,591 16,344 Chubb 793,011 14,800 Cincinnati Financial 375,328 17,704 Delphi Financial Group Class A 384,177 7,000 HCC Insurance Holdings 184,730 16,153 MetLife 549,687 33,000 Protective Life 635,250 15,930 Prudential Financial 720,514 3,400 Reinsurance Group of America 156,740 10,400 StanCorp Financial Group 381,784 14,000 Torchmark 568,400 7,681 Travelers 382,437 36,300 Unum Group 724,185 --------------- 8,465,963 LEATHER & LEATHER PRODUCTS - 0.3% 27,400 Coach 903,378 3,800 Steven Madden (1) 153,900 7,000 Wolverine World Wide 179,060 --------------- 1,236,338 MEASURING, ANALYZING & CONTROLLING INSTRUMENTS - 3.0% 8,612 Alcon 1,229,708 6,500 Allergan 365,625 700 Atrion 82,887 29,472 Baxter International 1,593,256 4,361 Becton Dickinson 298,118 26,400 Covidien 1,111,968 3,573 CR Bard 268,225 3,800 Fossil (1) 101,574 52,503 Medtronic 1,874,357 3,300 ResMed (1) 162,393 16,265 Rockwell Collins 819,431 20,635 St. Jude Medical (1) 703,241 21,799 Stryker 1,002,754 10,008 Waters (1) 574,759 100,100 Xerox 752,752 9,000 Zoll Medical (1) 174,780 --------------- 11,115,828 The accompanying notes are an integral part of the financial statements. 46 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2009 Shares Value $ - ------------- --------------- METAL MINING - 0.3% 2,211 Freeport-McMoRan Copper & Gold 162,199 48,800 Hecla Mining (1) 200,568 13,295 Newmont Mining 577,801 26,700 Stillwater Mining (1) 165,540 --------------- 1,106,108 MISCELLANEOUS MANUFACTURING INDUSTRIES - 0.1% 25,427 Mattel 481,333 --------------- MISCELLANEOUS RETAIL - 1.9% 2,406 Amazon.com (1) 285,857 2,800 Amerigas Partners LP 102,928 18,500 Big 5 Sporting Goods 272,875 11,400 Books-A-Million 98,724 15,300 Cash America International 462,978 71,517 CVS Caremark 2,524,550 12,200 Inergy LP 377,834 48,600 Staples 1,054,620 12,600 Tiffany 495,054 30,841 Walgreen 1,166,715 5,303 World Fuel Services 269,657 --------------- 7,111,792 MOTION PICTURES - 1.3% 23,100 Discovery Communications Class A (1) 635,250 20,300 Discovery Communications Class C (1) 487,606 48,045 Time Warner 1,447,115 90,772 Walt Disney 2,484,430 --------------- 5,054,401 MOTOR FREIGHT TRANSPORTATION & WAREHOUSING - 0.2% 10,464 United Parcel Service Class B 561,707 --------------- NON-DEPOSITORY CREDIT INSTITUTIONS - 0.8% 46,500 Advance America Cash Advance Centers 229,710 53,327 American Express 1,857,913 55,018 Discover Financial Services 777,954 --------------- 2,865,577 OIL & GAS EXTRACTION - 2.2% 26,278 BJ Services 504,538 15,652 ENSCO International 716,705 3,700 EOG Resources 302,142 54,837 Halliburton 1,601,789 7,671 Helmerich & Payne 291,651 1,000 North European Oil Royalty Trust 31,400 13,133 Occidental Petroleum 996,532 28,962 Patterson-UTI Energy 451,228 26,772 Schlumberger 1,665,218 10,671 Weatherford International (1) 187,063 38,518 XTO Energy 1,600,808 --------------- 8,349,074 Shares Value $ - ------------- --------------- PAPER & ALLIED PRODUCTS - 0.2% 9,300 Kimberly-Clark 568,788 --------------- PERSONAL SERVICES - 0.0% 4,000 Unifirst 168,280 --------------- PETROLEUM REFINING - 6.3% 67,120 Chevron 5,137,365 63,959 ConocoPhillips 3,209,463 17,347 Enterprise Products Partners LP 486,410 161,974 Exxon Mobil 11,608,676 47,000 Marathon Oil 1,502,590 18,520 Murphy Oil 1,132,313 28,300 Tesoro 400,162 19,369 Valero Energy 350,579 --------------- 23,827,558 PIPELINES, EXCEPT NATURAL GAS - 0.3% 8,400 Buckeye Partners LP 417,648 3,900 NuStar Energy LP 209,274 6,900 Sunoco Logistics Partners LP 403,305 --------------- 1,030,227 PRIMARY METAL INDUSTRIES - 0.5% 5,700 Hubbell Class B 242,421 16,242 Nucor 647,244 12,000 Precision Castparts 1,146,360 --------------- 2,036,025 PRINTING, PUBLISHING & ALLIED INDUSTRIES - 0.2% 9,800 Harte-Hanks 115,052 5,461 John Wiley & Sons Class A 192,336 11,893 McGraw-Hill 342,281 9,800 Meredith 265,188 --------------- 914,857 RAILROAD TRANSPORTATION - 1.3% 20,934 Burlington Northern Santa Fe 1,576,749 22,166 CSX 934,962 17,393 Norfolk Southern 810,861 25,400 Union Pacific 1,400,556 --------------- 4,723,128 RUBBER & MISCELLANEOUS PLASTIC PRODUCTS - 0.0% 4,000 Tupperware Brands 180,080 --------------- SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES - 2.5% 78,900 BGC Partners Class A 381,087 18,897 Broadridge Financial Solutions 393,247 73,986 Charles Schwab 1,282,917 21,300 Federated Investors Class B 559,125 7,600 Franklin Resources 795,188 38,900 GFI Group 200,335 16,523 Goldman Sachs Group 2,811,719 46,800 Morgan Stanley 1,503,216 The accompanying notes are an integral part of the financial statements. 47 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2009 Shares Value $ - ------------- --------------- 18,100 Raymond James Financial 427,341 10,700 T. Rowe Price Group 521,411 22,100 Waddell & Reed Financial Class A 620,126 --------------- 9,495,712 STONE, CLAY, GLASS AND CONCRETE PRODUCTS - 0.1% 20,500 Apogee Enterprises 271,420 --------------- TOBACCO PRODUCTS - 1.3% 14,700 Lorillard 1,142,484 67,991 Philip Morris International 3,220,054 8,200 Reynolds American 397,536 --------------- 4,760,074 TRANSPORTATION BY AIR - 0.0% 23,600 Hawaiian Holdings (1) 167,324 --------------- TRANSPORTATION EQUIPMENT - 2.2% 12,500 Boeing 597,500 26,347 General Dynamics 1,651,957 16,200 Goodrich 880,470 50,691 Honeywell International 1,819,300 1,656 Lockheed Martin 113,916 3,600 Polaris Industries 151,452 13,400 Spartan Motors 66,866 49,795 United Technologies 3,059,903 --------------- 8,341,364 TRANSPORTATION SERVICES - 0.5% 8,555 Ambassadors Group 108,734 17,718 CH Robinson Worldwide 976,439 14,900 Expeditors International of Washington 480,078 11,300 Universal Travel Group (1) 131,984 --------------- 1,697,235 WATER TRANSPORTATION - 0.4% 35,833 Carnival 1,043,457 9,900 Overseas Shipholding Group 388,575 --------------- 1,432,032 WHOLESALE TRADE-DURABLE GOODS - 0.6% 12,400 Fastenal 427,800 7,400 PSS World Medical (1) 149,628 13,881 Reliance Steel & Aluminum 506,379 4,600 Tech Data (1) 176,778 7,100 WESCO International (1) 181,476 9,632 WW Grainger 902,807 --------------- 2,344,868 WHOLESALE TRADE-NON-DURABLE GOODS - 1.0% 5,100 Airgas 226,236 37,302 AmerisourceBergen 826,240 7,600 Andersons 235,828 Shares Value $ - ------------- --------------- 19,803 McKesson 1,163,030 4,600 Medco Health Solutions (1) 258,152 6,400 Mosaic 299,072 30,774 Sysco 813,972 --------------- 3,822,530 --------------- Total United States 331,389,319 --------------- TOTAL COMMON STOCK (Cost $382,208,597) 366,254,752 --------------- RIGHTS - 0.0% UNITED STATES - 0.0% 7,363 Fresenius Kabi Pharmaceuticals Holding, Expires 06/30/11 (1) (Cost $7,363) 3,424 --------------- SHORT-TERM INVESTMENT (5) - 2.1% 7,750,393 JPMorgan Prime Money Market Fund, 0.110% (Cost $7,750,393) 7,750,393 --------------- TOTAL INVESTMENTS - 99.6% (Cost $389,966,353) 374,008,569 --------------- OTHER ASSETS LESS LIABILITIES - 0.4% 1,421,586 --------------- NET ASSETS - 100.0% $ 375,430,155 =============== (1) Denotes non-income producing security. (2) Security considered illiquid. On October 31, 2009, the value of this security was $138,044, 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 October 31, 2009, the value of this security amounted to $138,044, representing less than 0.1% of the net assets of the Fund. (4) Security is fair valued. (See Note 2 in Notes to Financial Statements.) (5) The rate shown represents the 7-day current yield as of October 31, 2009. ADR - American Depositary Receipt CAD - Canadian Dollar LP - Limited Partnership REIT - Real Estate Investment Trust USD - United States Dollar The accompanying notes are an integral part of the financial statements. 48 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2009 The following is a summary of inputs used as of October 31, 2009, in valuing the Fund's investments carried at value: LEVEL 1 LEVEL 2 LEVEL 3 TOTAL ----------- --------- ------- ------------ INVESTMENTS IN SECURITIES Common Stock Bahamas $ 147,840 $ -- $-- $ 147,840 ------------ --------- --- ------------ Bermuda 3,815,110 -- -- 3,815,110 ------------ --------- --- ------------ Canada 30,138,420 138,044 -- 30,276,464 ------------ --------- --- ------------ Cayman Islands 626,019 -- -- 626,019 ------------ --------- --- ------------ United States Amusement & Recreation Services 258,600 -- -- 258,600 Apparel & Accessory Stores 4,963,616 -- -- 4,963,616 Apparel & Other Finished Products 1,190,710 -- -- 1,190,710 Automotive Dealers & Gasoline Service Stations 78,774 -- -- 78,774 Automotive Repair, Services & Parking 365,621 -- -- 365,621 Building Materials, Hardware, Garden Supply & Mobile Home Dealers 1,222,124 -- -- 1,222,124 Business Services 30,607,455 -- -- 30,607,455 Chemicals & Allied Products 40,127,616 -- -- 40,127,616 Coal Mining 1,265,236 -- -- 1,265,236 Communications 11,120,406 -- -- 11,120,406 Construction Special Trade Contractors 94,480 -- -- 94,480 Depository Institutions 22,725,405 -- -- 22,725,405 Eating & Drinking Places 2,851,042 -- -- 2,851,042 Electric, Gas & Sanitary Services 11,452,037 -- -- 11,452,037 Electronic & Other Electrical Equipment 23,797,752 -- -- 23,797,752 Engineering, Accounting & Research Management 1,862,865 -- -- 1,862,865 Fabricated Metal Products 80,052 -- -- 80,052 Food & Kindred Products 14,424,403 -- -- 14,424,403 Food Stores 591,688 -- -- 591,688 General Merchandise Stores 8,579,224 -- -- 8,579,224 Health Services 1,868,512 -- -- 1,868,512 Holding & Other Investment Offices 5,524,334 -- -- 5,524,334 Home Furniture, Furnishings & Equipment Stores 2,026,053 -- -- 2,026,053 Industrial & Commercial Machinery/ Computer Equipment 31,790,191 -- -- 31,790,191 Insurance Agents, Brokers & Service 391,500 -- -- 391,500 Insurance Carriers 8,465,963 -- -- 8,465,963 Leather & Leather Products 1,236,338 -- -- 1,236,338 Measuring, Analyzing & Controlling Instruments 11,115,828 -- -- 11,115,828 Metal Mining 1,106,108 -- -- 1,106,108 Miscellaneous Manufacturing Industries 481,333 -- -- 481,333 Miscellaneous Retail 7,111,792 -- -- 7,111,792 Motion Pictures 5,054,401 -- -- 5,054,401 Motor Freight Transportation & Warehousing 561,707 -- -- 561,707 Non-Depository Credit Institutions 2,865,577 -- -- 2,865,577 Oil & Gas Extraction 8,349,074 -- -- 8,349,074 Paper & Allied Products 568,788 -- -- 568,788 Personal Services 168,280 -- -- 168,280 The accompanying notes are an integral part of the financial statements. 49 SCHRODER NORTH AMERICAN EQUITY FUND SCHEDULE OF INVESTMENTS (CONCLUDED) OCTOBER 31, 2009 LEVEL 1 LEVEL 2 LEVEL 3 TOTAL ----------- --------- ------- ------------ INVESTMENTS IN SECURITIES (CONTINUED) United States (continued) Petroleum Refining $ 23,827,558 $ -- $-- $ 23,827,558 Pipelines, Except Natural Gas 1,030,227 -- -- 1,030,227 Primary Metal Industries 2,036,025 -- -- 2,036,025 Printing, Publishing & Allied Industries 914,857 -- -- 914,857 Railroad Transportation 4,723,128 -- -- 4,723,128 Rubber & Miscellaneous Plastic Products 180,080 -- -- 180,080 Security & Commodity Brokers, Dealers, Exchanges & Services 9,495,712 -- -- 9,495,712 Stone, Clay, Glass and Concrete Products 271,420 -- -- 271,420 Tobacco Products 4,760,074 -- -- 4,760,074 Transportation By Air 167,324 -- -- 167,324 Transportation Equipment 8,341,364 -- -- 8,341,364 Transportation Services 1,697,235 -- -- 1,697,235 Water Transportation 1,432,032 -- -- 1,432,032 Wholesale Trade-Durable Goods 2,344,868 -- -- 2,344,868 Wholesale Trade-Non-Durable Goods 3,822,530 -- -- 3,822,530 ------------ --------- --- ------------ 331,389,319 -- -- 331,389,319 ------------ --------- --- ------------ Rights United States 3,424 -- -- 3,424 ------------ --------- --- ------------ Short-Term Investment 7,750,393 -- -- 7,750,393 ------------ --------- --- ------------ Total Investments in Securities $373,870,525 $ 138,044 $-- $374,008,569 ============ ========= === ============ OTHER FINANCIAL INSTRUMENTS Forwards -- Unrealized Appreciation $ -- $ 315,018 $-- $ 315,018 Forwards -- Unrealized Depreciation -- (200,696) -- (200,696) Futures -- Unrealized Depreciation (327) -- -- (327) ------------ --------- --- ------------ Total Other Financial Instruments $ (327) $ 114,322 $-- $ 113,995 ============ ========= === ============ FUTURES CONTRACTS -- The Fund had the following futures contracts outstanding as of October 31, 2009: NUMBER OF NET UNREALIZED CONTRACTS VALUE EXPIRATION DATE DEPRECIATION --------- ---------- --------------- -------------- LONG: S&P 500 E-Mini 139 $7,179,350 Dec-09 $(327) ===== FORWARD FOREIGN CURRENCY CONTRACTS -- The Fund had the following forward foreign currency contracts outstanding as of October 31, 2009: NET UNREALIZED SETTLEMENT APPRECIATION DATE CURRENCY TO DELIVER CURRENCY TO RECEIVE (DEPRECIATION) - ---------- ------------------- ------------------- -------------- 11/13/2009 USD 6,315,450 CAD 6,613,106 $(200,696) 11/13/2009 CAD 38,242,467 USD 35,675,598 315,018 --------- $ 114,322 ========= The accompanying notes are an integral part of the financial statements. 50 SCHRODER TOTAL RETURN FIXED INCOME FUND SCHEDULE OF INVESTMENTS OCTOBER 31, 2009 Principal Amount $ Value $ - ------------- --------------- U.S. GOVERNMENT MORTGAGE-BACKED OBLIGATIONS - 45.2% FHLMC Gold 277,591 6.500%, 07/01/32 300,453 21,239 6.000%, 12/01/28 22,837 1,715,578 5.000%, 08/01/33 1,785,237 38 FHLMC IO REMIC 1,169.001%, 01/15/22 (6) 807 FHLMC REMIC 1,413,000 6.000%, 11/15/30 1,501,805 1,567,000 5.500%, 09/15/27 1,627,848 409,418 4.750%, 12/15/34 425,718 224,000 FHLMC TBA 4.500%, 11/15/24 232,610 1,375,212 FHLMC 5.000%, 11/01/36 1,428,686 2,310,051 FHLMC (1) 5.732%, 04/01/37 2,442,795 FNMA REMIC 539,124 6.500%, 12/25/23 586,804 1,842,000 6.000%, 07/25/30 1,964,005 802,404 5.500%, 07/25/34 851,867 1,951,139 4.500%, 08/25/23 1,994,588 611,417 FNMA REMIC (1) 0.494%, 07/25/36 601,895 FNMA TBA 810,000 6.500%, 12/25/39 866,321 16,100,000 6.000%, 12/25/39 17,040,852 7,750,000 5.500%, 12/25/39 8,125,394 3,540,000 5.000%, 12/25/39 3,653,945 2,080,000 4.500%, 11/25/24 2,160,600 600,000 4.500%, 11/25/39 607,313 FNMA 106,754 7.500%, 12/01/29 120,816 136 7.000%, 12/01/10 139 142,963 6.000%, 12/01/28 153,827 231,984 6.000%, 10/01/29 249,540 3,921,663 6.000%, 05/01/38 4,174,332 206,406 5.500%, 10/01/32 218,439 2,051,931 5.500%, 07/01/33 2,170,912 4,373,732 5.500%, 10/01/35 4,623,242 2,775,693 5.500%, 12/01/35 2,934,039 3,378,069 5.000%, 06/01/35 3,513,119 4,956,175 5.000%, 11/01/35 5,151,217 GNMA REMIC 1,884,075 5.000%, 12/20/29 1,970,123 87,830 4.500%, 08/20/35 91,683 GNMA 22,063 8.000%, 11/15/17 24,208 16,151 8.000%, 06/15/26 18,502 111,627 7.000%, 09/15/23 122,815 Principal Amount $ Value $ - ------------- --------------- 222,588 5.500%, 07/15/34 236,392 970,630 5.500%, 11/15/38 1,026,882 --------------- TOTAL U.S. GOVERNMENT MORTGAGE-BACKED OBLIGATIONS (Cost $73,661,002) 75,022,607 --------------- CORPORATE OBLIGATIONS (4) - 39.8% 325,000 ACCO Brands (2) 10.625%, 03/15/15 349,375 1,015,000 Achmea Hypotheekbank (2) 3.200%, 11/03/14 1,021,351 350,000 Alliance One International (2) 10.000%, 07/15/16 365,750 325,000 America Movil (2) 5.000%, 10/16/19 318,337 245,000 American Tower (2) 7.250%, 05/15/19 270,112 510,000 Anadarko Petroleum 5.750%, 06/15/14 549,129 Anheuser Busch InBev Worldwide (2) 250,000 7.750%, 01/15/19 291,822 770,000 5.375%, 11/15/14 819,603 555,000 ArcelorMittal 7.000%, 10/15/39 524,814 255,000 Atlas Energy Operating LLC (2) 10.750%, 02/01/18 271,575 255,000 Atmos Energy 8.500%, 03/15/19 314,235 310,000 Ball 7.125%, 09/01/16 318,525 Bank of America 2,135,000 6.100%, 06/15/17 2,163,825 335,000 6.000%, 09/01/17 342,553 1,005,000 5.650%, 05/01/18 1,017,484 375,000 Bank of New York Mellon 4.300%, 05/15/14 395,622 895,000 Barclays Bank 6.750%, 05/22/19 1,008,196 260,000 Basic Energy Services (2) 11.625%, 08/01/14 276,900 450,000 BAT International Finance (2) 9.500%, 11/15/18 580,595 440,000 Berry Plastics Escrow LLC (2) 8.250%, 11/15/15 435,050 255,000 Boise Paper Holdings LLC (2) 9.000%, 11/01/17 258,825 360,000 Cablevision Systems (2) 8.625%, 09/15/17 374,400 210,000 CareFusion (2) 6.375%, 08/01/19 226,896 The accompanying notes are an integral part of the financial statements. 51 SCHRODER TOTAL RETURN FIXED INCOME FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2009 Principal Amount $ Value $ - ------------- --------------- 385,000 Case New Holland (2) 7.750%, 09/01/13 384,037 315,000 CBS 8.875%, 05/15/19 356,385 370,000 Cenovus Energy (2) 6.750%, 11/15/39 405,596 1,360,000 CenturyTel 7.600%, 09/15/39 1,334,496 475,000 Cequel Communications Holding I LLC (2) 8.625%, 11/15/17 468,255 325,000 Chubb 6.500%, 05/15/38 375,932 310,000 Cincinnati Bell 8.250%, 10/15/17 307,675 350,000 Citigroup 8.500%, 05/22/19 409,809 255,000 Clean Harbors (2) 7.625%, 08/15/16 262,650 425,000 Complete Production Services 8.000%, 12/15/16 404,812 800,000 COX Communications 5.450%, 12/15/14 859,682 Credit Suisse NY 230,000 5.500%, 05/01/14 249,661 525,000 5.300%, 08/13/19 544,007 465,000 Crown Castle International 7.125%, 11/01/19 460,350 CVS Caremark 380,000 6.600%, 03/15/19 424,540 540,000 6.125%, 09/15/39 547,384 450,000 5.750%, 06/01/17 484,916 2,800,000 Danske Bank (2) 2.500%, 05/10/12 2,859,853 240,000 DirecTV Holdings LLC (2) 5.875%, 10/01/19 247,216 195,000 Dow Chemical 8.550%, 05/15/19 222,989 255,000 Dynegy Holdings 8.375%, 05/01/16 239,062 135,000 El Paso 8.250%, 02/15/16 140,427 345,000 Eli Lilly 5.950%, 11/15/37 382,108 530,000 Embraer Overseas 6.375%, 01/15/20 504,825 345,000 EnCana 6.500%, 05/15/19 383,930 610,000 Energy Transfer Partners LP 9.000%, 04/15/19 738,268 360,000 Enterprise Products Operating LLC 6.125%, 10/15/39 361,958 195,000 EQT 8.125%, 06/01/19 223,809 960,000 France Telecom 4.375%, 07/08/14 1,013,352 Principal Amount $ Value $ - ------------- --------------- 505,000 Freedom Group (2) 10.250%, 08/01/15 535,300 375,000 Frontier Communications 8.125%, 10/01/18 378,281 305,000 General Electric Capital MTN 6.000%, 08/07/19 321,175 465,000 General Mills 5.650%, 02/15/19 502,786 390,000 Geo Group (2) 7.750%, 10/15/17 397,800 380,000 Global Aviation Holdings (2) 14.000%, 08/15/13 378,100 280,000 Global Crossing (2) 12.000%, 09/15/15 301,700 750,000 Goldman Sachs Group 7.500%, 02/15/19 878,560 140,000 Goodyear Tire & Rubber (1) 5.010%, 12/01/09 140,000 190,000 HCA 9.250%, 11/15/16 199,025 200,000 HCA (2) 7.875%, 02/15/20 206,500 465,000 HCP 6.700%, 01/30/18 462,759 300,000 Helix Energy Solutions Group (2) 9.500%, 01/15/16 309,750 280,000 HJ Heinz Finance (2) 7.125%, 08/01/39 323,197 160,000 Holcim US Finance (2) 6.000%, 12/30/19 164,992 630,000 HSBC Holdings 6.800%, 06/01/38 725,664 350,000 Huntsman International LLC (2) 5.500%, 06/30/16 304,500 150,000 Intelsat 9.250%, 06/15/16 153,330 255,000 Iron Mountain 8.375%, 08/15/21 265,200 1,810,000 JPMorgan Chase Bank 6.000%, 10/01/17 1,930,932 350,000 JPMorgan Chase Capital XXVII 7.000%, 11/01/39 353,451 Kraft Foods 260,000 6.500%, 11/01/31 267,554 340,000 6.125%, 08/23/18 362,081 380,000 Lorillard Tobacco 8.125%, 06/23/19 423,229 90,000 Magellan Midstream Partners LP 6.550%, 07/15/19 99,403 340,000 Marathon Oil 7.500%, 02/15/19 399,284 435,000 Massey Energy 6.875%, 12/15/13 431,737 590,000 McDonald's 6.300%, 03/01/38 669,816 The accompanying notes are an integral part of the financial statements. 52 SCHRODER TOTAL RETURN FIXED INCOME FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2009 Principal Amount $ Value $ - ------------- --------------- 330,000 McKesson 7.500%, 02/15/19 388,878 505,000 Midamerican Energy Holdings 5.750%, 04/01/18 540,841 510,000 Mirant Americas Generation LLC 8.500%, 10/01/21 456,450 Morgan Stanley 400,000 7.300%, 05/13/19 448,942 250,000 6.000%, 05/13/14 268,632 465,000 Navios Maritime Holdings (2) 8.875%, 11/01/17 474,300 125,000 Nevada Power, Series L 5.875%, 01/15/15 135,806 705,000 Newmont Mining 6.250%, 10/01/39 689,814 320,000 News America 6.650%, 11/15/37 335,295 Nexen 370,000 7.500%, 07/30/39 409,908 110,000 6.200%, 07/30/19 115,422 345,000 Nordstrom 6.750%, 06/01/14 384,827 275,000 Norfolk Southern 5.900%, 06/15/19 304,477 150,000 Pemex Project Funding Master Trust 5.750%, 03/01/18 149,250 245,000 Peninsula Gaming LLC (2) 8.375%, 08/15/15 244,388 490,000 Petrobras International Finance 5.750%, 01/20/20 490,980 255,000 Pinnacle Entertainment (2) 8.625%, 08/01/17 255,000 440,000 Plains All American Pipeline 8.750%, 05/01/19 534,983 830,000 PNC Bank 6.875%, 04/01/18 887,801 660,000 ProLogis 7.375%, 10/30/19 663,229 295,000 QVC (2) 7.500%, 10/01/19 293,525 165,000 Qwest 7.625%, 06/15/15 167,475 825,000 Rabobank Nederland (2) 4.200%, 05/13/14 861,119 115,000 Rabobank Nederland (1)(2) 11.000%, 12/31/49 144,738 Royal Bank of Scotland (2) 930,000 4.875%, 08/25/14 947,527 2,230,000 2.625%, 05/11/12 2,280,880 510,000 Sabine Pass LNG LP 7.500%, 11/30/16 433,500 80,000 Safeway 5.000%, 08/15/19 81,262 240,000 SBA Telecommunications (2) 8.000%, 08/15/16 249,600 Principal Amount $ Value $ - ------------- --------------- 390,000 Sinclair Television Group (2) 9.250%, 11/01/17 386,100 255,000 Smithfield Foods (2) 10.000%, 07/15/14 269,025 315,000 Spirit Aerosystems (2) 7.500%, 10/01/17 314,213 120,000 Sprint Capital 8.375%, 03/15/12 122,100 300,000 Sprint Nextel 8.375%, 08/15/17 291,000 750,000 Svenska Handelsbanken (2) 4.875%, 06/10/14 788,102 1,460,000 Swedbank (2) 2.900%, 01/14/13 1,498,217 400,000 Talecris Biotherapeutics Holdings (2) 7.750%, 11/15/16 407,000 245,000 Talisman Energy 7.750%, 06/01/19 291,699 200,000 Teck Resources 10.750%, 05/15/19 234,000 735,000 Telecom Italia Capital 6.175%, 06/18/14 798,134 320,000 Terra Capital (2) 7.750%, 11/01/19 323,200 255,000 Univision Communications (2) 12.000%, 07/01/14 276,994 260,000 US Bancorp 4.200%, 05/15/14 271,857 440,000 US Bank 4.950%, 10/30/14 473,667 155,000 Vale Overseas 5.625%, 09/15/19 155,481 445,000 Ventas Realty 6.750%, 04/01/17 429,425 280,000 Verizon Communications 8.750%, 11/01/18 350,281 360,000 Viacom 5.625%, 09/15/19 373,720 Virginia Electric and Power 310,000 8.875%, 11/15/38 439,605 210,000 5.000%, 06/30/19 219,191 325,000 Vitamin Shoppe (1) 7.940%, 11/15/12 325,813 1,000,000 Wachovia Bank (1) 0.863%, 11/03/14 915,826 1,385,000 Wells Fargo 3.750%, 10/01/14 1,386,087 255,000 Yonkers Racing (2) 11.375%, 07/15/16 266,475 Yum! Brands 645,000 6.875%, 11/15/37 705,720 130,000 5.300%, 09/15/19 131,829 --------------- TOTAL CORPORATE OBLIGATIONS (Cost $62,197,285) 66,062,674 --------------- The accompanying notes are an integral part of the financial statements. 53 SCHRODER TOTAL RETURN FIXED INCOME FUND SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2009 Principal Amount $ Value $ - ------------- --------------- U.S. GOVERNMENT AGENCY OBLIGATIONS - 6.5% 3,700,000 FHLB (3) 0.573%, 06/11/10 3,695,449 7,000,000 FHLMC (3) 0.522%, 07/16/10 6,987,540 --------------- TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS (Cost $10,661,009) 10,682,989 --------------- COMMERCIAL MORTGAGE-BACKED OBLIGATIONS - 6.3% 1,641,000 Banc of America Commercial Mortgage Securities, Series 2002-PB2, Class A4 6.186%, 06/11/35 1,738,239 1,020,000 Bear Stearns Commercial Mortgage Securities, Series 2002-TOP6, Class A2 6.460%, 10/15/36 1,083,352 1,150,000 Bear Stearns Commercial Mortgage Securities, Series 2005-T20, Class A4A (1) 5.298%, 10/12/42 1,165,373 243,409 First Union National Bank Commercial Mortgage Securities, Series 2000-C1, Class A2 7.841%, 05/17/32 245,440 683,091 GE Capital Commercial Mortgage Securities, Series 2002-2A, Class A2 4.970%, 08/11/36 710,461 1,220,000 LB-UBS Commercial Mortgage Trust, Series 2001-C7, Class A5 6.133%, 12/15/30 1,289,764 510,000 LB-UBS Commercial Mortgage Trust, Series 2002-C7, Class A4 4.960%, 12/15/31 530,446 1,790,000 Morgan Stanley Capital I, Series 2003-T11, Class A4 5.150%, 06/13/41 1,856,842 1,780,000 Wachovia Bank Commercial Mortgage Trust, Series 2005-C19, Class A5 4.661%, 05/15/44 1,797,360 --------------- TOTAL COMMERCIAL MORTGAGE-BACKED OBLIGATIONS (Cost $10,035,350) 10,417,277 --------------- Principal Amount $ Value $ - ------------- --------------- U.S. TREASURY OBLIGATIONS (4) - 4.2% 3,855,000 U.S. Treasury Bond 4.250%, 05/15/39 3,864,036 U.S. Treasury Notes 795,000 3.625%, 08/15/19 810,528 2,080,000 2.375%, 10/31/14 2,084,875 270,000 1.375%, 10/15/12 269,810 --------------- TOTAL U.S. TREASURY OBLIGATIONS (Cost $6,978,181) 7,029,249 --------------- COLLATERALIZED MORTGAGE OBLIGATIONS - 0.0% 42,165 Residential Accredit Loans, Series 1999-QS4, Class A1 6.250%, 03/25/14 41,930 17,849 Salomon Brothers Mortgage Securities VII, Series 2001-CPB1, Class A (1) 4.211%, 12/25/30 17,397 --------------- TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $60,422) 59,327 --------------- Shares - ------------- SHORT-TERM INVESTMENT (5) - 18.5% 30,655,849 JPMorgan Prime Money Market Fund, 0.110% (Cost $30,655,849) 30,655,849 --------------- TOTAL INVESTMENTS - 120.5% (Cost $194,249,098) 199,929,972 --------------- OTHER LIABILITIES IN EXCESS OF OTHER ASSETS - (20.5)% (34,078,022) --------------- NET ASSETS - 100.0% $ 165,851,950 =============== The accompanying notes are an integral part of the financial statements. 54 SCHRODER TOTAL RETURN FIXED INCOME FUND SCHEDULE OF INVESTMENTS (CONCLUDED) OCTOBER 31, 2009 (1) Variable Rate Security - Rate disclosed is as of October 31, 2009. (2) Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration normally to qualified institutions. On October 31, 2009, the value of these securities amounted to $23,690,440, representing 14.3% of the net assets of the Fund. (3) Zero Coupon Security -- Rate disclosed is the effective yield at time of purchase. (4) Security, or portion of the security, has been pledged as collateral on open derivative positions and mortgage dollar rolls. (5) The rate shown represents the 7-day current yield as of October 31, 2009. (6) Security considered illiquid. On October 31, 2009, the value of this security amounted to $807, representing less than 0.1% of the net assets of the Fund. 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 LP - Limited Partnership MTN - Medium Term Note NY - New York REMIC - Real Estate Mortgage Investment Conduit TBA - To Be Announced The following is a summary of inputs used as of October 31, 2009, in valuing the Fund's investments carried at value: LEVEL 1 LEVEL 2 LEVEL 3 TOTAL ----------- ------------ ------- ------------ INVESTMENTS IN SECURITIES U.S. Government Mortgage-Backed Obligations $ -- $ 75,022,607 $-- $ 75,022,607 Corporate Obligations -- 66,062,674 -- 66,062,674 U.S. Government Agency Obligations -- 10,682,989 -- 10,682,989 Commercial Mortgage-Backed Obligations -- 10,417,277 -- 10,417,277 U.S. Treasury Obligations -- 7,029,249 -- 7,029,249 Collateralized Mortgage Obligations -- 59,327 -- 59,327 Short-Term Investment 30,655,849 -- -- 30,655,849 ----------- ------------ --- ------------ Total Investments in Securities $30,655,849 $169,274,123 $-- $199,929,972 =========== ============ === ============ OTHER FINANCIAL INSTRUMENTS Futures -- Unrealized Appreciation $ 182,781 $ -- $-- $ 182,781 Futures -- Unrealized Depreciation (207,741) -- -- (207,741) ----------- ------------ --- ------------ Total Other Financial Instruments $ (24,960) $ -- $-- $ (24,960) =========== ============ === ============ FUTURES CONTRACTS -- The Fund had the following futures contracts outstanding as of October 31, 2009: NUMBER NET UNREALIZED OF EXPIRATION APPRECIATION CONTRACTS VALUE DATE (DEPRECIATION) --------- ----------- ---------- -------------- LONG: Canadian 10 Year Bond 44 $ 4,904,485 Dec-09 $ 28,860 U.S. Treasury 5 Year Note 56 6,521,375 Dec-09 35,145 U.S. Treasury 2 Year Note 128 27,854,000 Dec-09 118,776 U.S. Long Bond 5 600,781 Dec-09 (1,602) --------- $ 181,179 --------- SHORT: U.S. Treasury 10 Year Note 163 $19,333,328 Dec-09 $(206,139) --------- $ (24,960) ========= The accompanying notes are an integral part of the financial statements. 55 SCHRODER MULTI-ASSET GROWTH PORTFOLIO SCHEDULE OF INVESTMENTS OCTOBER 31, 2009 Shares Value $ - ------------- --------------- EQUITIES - 43.7% DOMESTIC EQUITY - 19.2% 139,225 Schroder U.S. Small and Mid Cap Opportunities Fund (1) 1,304,541 --------------- INTERNATIONAL EQUITIES - 24.5% 3,175 iShares MSCI EAFE Index Fund 169,228 2,846 iShares MSCI EMU Index Fund 103,224 11,209 iShares MSCI Pacific ex-Japan Index Fund 443,764 26,797 Schroder Emerging Market Equity Fund (1) 303,884 16,543 Schroder International Alpha Fund (1) 148,883 62,887 Schroder International Diversified Value Fund (1) 497,439 --------------- 1,666,422 --------------- TOTAL EQUITIES (Cost $2,344,246) 2,970,963 --------------- FIXED INCOME - 33.3% CORPORATE BOND - 9.4% 6,029 iShares iBoxx Investment Grade Corporate Bond Fund 637,145 --------------- EMERGING MARKET BONDS - 13.7% 41,743 PIMCO Developing Local Markets Fund 413,676 32,707 PIMCO Emerging Markets Bond Fund 334,920 7,179 PowerShares Emerging Markets Sovereign Debt Portfolio 185,936 --------------- 934,532 HIGH YIELD BONDS - 10.2% 97,052 Goldman Sachs High Yield Fund 661,896 3,744 T. Rowe Price High Yield Fund 34,183 --------------- 696,079 --------------- TOTAL FIXED INCOME (Cost $2,070,983) 2,267,756 --------------- COMMODITIES - 9.9% 83,869 PIMCO Commodity RealReturn Strategy Fund (Cost $591,859) 676,821 --------------- REAL ESTATE - 4.5% 3,035 iShares Dow Jones U.S. Real Estate Index Fund 123,069 5,865 iShares S&P World ex-U.S. Property Index Fund 181,698 --------------- TOTAL REAL ESTATE (Cost $379,849) 304,767 --------------- Shares Value $ - ------------- --------------- INFRASTRUCTURE - 3.6% 132,338 HSBC Infrastructure (Cost $241,974) 247,539 --------------- ABSOLUTE RETURN - 1.5% 6,319 Highbridge Statistical Market Neutral Select Fund, Class A (Cost $95,038) 100,978 --------------- PRIVATE EQUITY - 0.7% 5,534 PowerShares Listed Private Equity Portfolio (Cost $64,018) 48,589 --------------- SHORT-TERM INVESTMENT (2) - 1.2% 80,180 JPMorgan Prime Money Market Fund, 0.110% (Cost $80,180) 80,180 --------------- TOTAL INVESTMENTS - 98.4% (Cost $5,868,147) 6,697,593 --------------- OTHER ASSETS LESS LIABILITIES - 1.6% 108,707 --------------- NET ASSETS - 100.0% $ 6,806,300 =============== (1) Affiliated fund. (2) The rate shown represents the 7-day current yield as of October 31, 2009. DJ - Dow Jones EAFE - Europe, Australasia, and the Far East EMU - European Monetary Unit EUR - Euro FTSE - Financial Times and London Stock Exchange GBP - British Pound Sterling JPY - Japanese Yen MSCI - Morgan Stanley Capital International NOK - Norwegian Krone S&P - Standard & Poor's SEK - Swedish Krona USD - United States Dollar The accompanying notes are an integral part of the financial statements. 56 SCHRODER MULTI-ASSET GROWTH PORTFOLIO SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2009 The following is a summary of inputs used as of October 31, 2009, in valuing the Fund's investments carried at value: LEVEL 1 LEVEL 2 LEVEL 3 TOTAL ---------- -------- ------- ---------- INVESTMENTS IN SECURITIES Equities Domestic Equity $1,304,541 $ -- $-- $1,304,541 International Equities 1,666,422 -- -- 1,666,422 ---------- -------- --- ---------- 2,970,963 -- -- 2,970,963 Fixed Income Corporate Bond 637,145 -- -- 637,145 Emerging Market Bonds 934,532 -- -- 934,532 High Yield Bonds 696,079 -- -- 696,079 ---------- -------- --- ---------- 2,267,756 -- -- 2,267,756 ---------- -------- --- ---------- Commodities 676,821 -- -- 676,821 ---------- -------- --- ---------- Real Estate 304,767 -- -- 304,767 ---------- -------- --- ---------- Infrastructure 247,539 -- -- 247,539 ---------- -------- --- ---------- Absolute Return 100,978 -- -- 100,978 ---------- -------- --- ---------- Private Equity 48,589 -- -- 48,589 ---------- -------- --- ---------- Short-Term Investment 80,180 -- -- 80,180 ---------- -------- --- ---------- Total Investments in Securities $6,697,593 $ -- $-- $6,697,593 ========== ======== === ========== OTHER FINANCIAL INSTRUMENTS Forwards -- Unrealized Appreciation $ -- $ 13,942 $-- $ 13,942 Forwards -- Unrealized Depreciation -- (24,732) -- (24,732) Futures -- Unrealized Appreciation 70,212 -- -- 70,212 Futures -- Unrealized Depreciation (27,900) -- -- (27,900) ---------- -------- --- ---------- Total Other Financial Instruments $ 42,312 $(10,790) $-- $ 31,522 ========== ======== === ========== FORWARD FOREIGN CURRENCY CONTRACTS -- The Fund had the following forward foreign currency contracts outstanding as of October 31, 2009: NET UNREALIZED SETTLEMENT APPRECIATION DATE CURRENCY TO DELIVER CURRENCY TO RECEIVE (DEPRECIATION) - ---------- ------------------- ------------------- -------------- 12/17/2009 EUR 93,819 SEK 949,475 $ (4,096) 12/17/2009 EUR 448,645 USD 656,613 (3,284) 12/17/2009 GBP 97,340 USD 161,419 1,750 11/19/2009 JPY 31,641,662 USD 334,889 (16,877) 12/17/2009 SEK 949,475 EUR 92,278 1,830 12/17/2009 USD 274,494 NOK 1,631,179 9,887 -------- $(10,790) ======== The accompanying notes are an integral part of the financial statements. 57 SCHRODER MULTI-ASSET GROWTH PORTFOLIO SCHEDULE OF INVESTMENTS (CONCLUDED) OCTOBER 31, 2009 FUTURES CONTRACTS -- The Fund had the following futures contracts outstanding as of October 31, 2009: NUMBER NET UNREALIZED OF EXPIRATION APPRECIATION CONTRACTS VALUE DATE (DEPRECIATION) --------- ---------- ---------- -------------- LONG: FTSE 100 Index 3 $ 246,169 Dec-09 $ 280 DJ Euro Stoxx 50 8 320,819 Dec-09 (12,871) S&P 500 E-Mini 16 826,400 Dec-09 (3,534) -------- $(16,125) -------- SHORT: Russell Mini 23 $1,288,920 Dec-09 $ 69,932 U.S. Treasury 10 Year Note 6 711,656 Dec-09 (11,495) -------- $ 58,437 -------- $ 42,312 ======== The accompanying notes are an integral part of the financial statements. 58 This page intentionally left blank. SCHRODER MUTUAL FUNDS STATEMENTS OF ASSETS AND LIABILITIES OCTOBER 31, 2009 INTERNATIONAL EMERGING INTERNATIONAL DIVERSIFIED MARKET ALPHA VALUE EQUITY FUND FUND FUND ------------- ------------- ------------ ASSETS Investments in securities, at value -- Note 2 ............... $ 55,722,808 $10,524,780 $48,062,404 Foreign currency ............................................ 8 1,378 105,805 Receivable for securities sold .............................. 949,006 270,506 190,922 Receivable for Fund shares sold ............................. 58,041 -- 979,537 Dividends and tax reclaims receivable ....................... 214,488 48,444 88,564 Prepaid expenses ............................................ 21,109 22,126 17,075 Due from Investment Advisor -- Note 3 ....................... -- 2,014 -- Unrealized appreciation on spot foreign currency contracts .. 6,160 1,144 860 Initial margin for futures contracts ........................ -- -- -- Unrealized appreciation on forward foreign currency contracts ................................................ -- -- -- Variation margin receivable ................................. -- -- -- ------------ ----------- ----------- TOTAL ASSETS 56,971,620 10,870,392 49,445,167 LIABILITIES Payable for securities purchased ............................ 1,519,689 217,052 1,723,250 Unrealized depreciation on spot foreign currency contracts .. 7,536 411 2,476 Variation margin payable .................................... -- -- -- Income distributions payable ................................ -- -- -- Unrealized depreciation on forward foreign currency contracts ................................................ -- -- -- Payable for Fund shares redeemed ............................ 18,950 -- 98,201 Investment Advisory fees payable -- Note 3 .................. 40,335 -- 30,529 Sub-administration fees payable -- Note 3 ................... 7,284 1,403 5,773 Trustees' fees payable -- Note 6 ............................ 960 660 888 Distribution fees payable, Advisor Shares -- Note 3 ......... 8,387 295 2,250 Accrued expenses and other liabilities ...................... 72,710 78,833 81,416 ------------ ----------- ----------- TOTAL LIABILITIES ........................................ 1,675,851 298,654 1,944,783 ------------ ----------- ----------- NET ASSETS .................................................. $ 55,295,769 $10,571,738 $47,500,384 ============ =========== =========== NET ASSETS Capital paid-in ............................................. $ 65,390,301 $13,813,199 $46,281,577 Undistributed (accumulated net investment loss/distributions in excess of) net investment income ...................... 640,305 256,632 266,624 Accumulated net realized gain (loss) on investments, futures and foreign currency transactions ........................ (18,749,575) (3,631,675) (5,268,126) Net unrealized appreciation (depreciation) on investments ... 8,011,833 133,334 6,217,135 Net unrealized deprecation on futures ....................... -- -- -- Net unrealized appreciation (deprecation) on forward foreign currency contracts and foreign currency translations ..... 2,905 248 3,174 ------------ ----------- ----------- NET ASSETS .................................................. $ 55,295,769 $10,571,738 $47,500,384 ============ =========== =========== Investor Shares: Net assets .................................................. $ 15,877,765 $ 9,229,735 $33,479,464 Total shares outstanding at end of year ..................... 1,764,978 1,166,866 2,951,192 Net asset value, offering and redemption price per share (net assets / shares outstanding) ........................ $ 9.00 $ 7.91 $ 11.34 Advisor Shares: Net assets .................................................. $ 39,418,004 $ 1,342,003 $14,020,920 Total shares outstanding at end of year ..................... 4,392,679 169,735 1,238,988 Net asset value, offering and redemption price per share (net assets / shares outstanding) ........................ $ 8.97 $ 7.91 $ 11.32 Cost of securities ............................................. $ 47,710,975 $10,391,446 $41,845,269 Cost of foreign currency ....................................... $ 8 $ 1,382 $ 105,754 The accompanying notes are an integral part of the financial statements. 60 U.S. SMALL NORTH TOTAL U.S. AND MID CAP AMERICAN RETURN FIXED OPPORTUNITIES OPPORTUNITIES EQUITY INCOME FUND FUND FUND FUND - ------------- ------------- ------------- ------------ $166,721,305 $44,225,847 $ 374,008,569 $199,929,972 -- -- -- -- 665,310 833,515 14,204,399 33,015,984 55,261 225,453 -- 4,435,660 71,801 5,665 537,947 1,283,077 29,054 17,018 30,622 38,531 -- -- -- -- -- -- -- -- -- -- 865,465 296,933 -- -- 315,018 -- -- -- -- 104,155 - ------------ ----------- ------------- ------------ 167,542,731 45,307,498 389,962,020 239,104,312 1,606,491 5,510,403 13,943,885 72,453,719 -- 95 25,590 -- -- -- 138,431 149,634 -- -- -- 516,143 -- -- 200,696 -- 173,371 23,668 -- 1,175 148,212 13,266 82,149 14,873 22,421 4,678 4,272 20,464 1,738 824 3,136 1,618 865 695 38 1,404 96,236 67,528 133,668 93,332 - ------------ ----------- ------------- ------------ 2,049,334 5,621,157 14,531,865 73,252,362 - ------------ ----------- ------------- ------------ $165,493,397 $39,686,341 $ 375,430,155 $165,851,950 ============ =========== ============= ============ $182,672,993 $38,205,672 $ 503,444,856 $158,769,164 -- (13,234) 5,073,093 (104,587) (33,965,476) (2,110,269) (117,200,526) 1,535,300 16,785,880 3,604,206 (15,957,784) 5,680,874 -- -- (327) (24,960) -- (34) 70,843 (3,841) - ------------ ----------- ------------- ------------ $165,493,397 $39,686,341 $ 375,430,155 $165,851,950 ============ =========== ============= ============ $162,693,847 $36,102,549 $ 375,314,539 $158,899,964 8,965,960 3,851,547 46,383,134 15,375,436 $ 18.15 $ 9.37 $ 8.09 $ 10.33 $ 2,799,550 $ 3,583,792 $ 115,616 $ 6,951,986 155,412 385,624 14,321 672,119 $ 18.01 $ 9.29 $ 8.07 $ 10.34 $149,935,425 $40,621,641 $ 389,966,353 $194,249,098 $ -- $ -- $ -- $ -- The accompanying notes are an integral part of the financial statements. 61 SCHRODER MUTUAL FUNDS STATEMENT OF ASSETS AND LIABILITIES OCTOBER 31, 2009 MULTI-ASSET GROWTH PORTFOLIO ------------ ASSETS Investments in securities, at value -- Note 2 ............................................... $ 4,442,846 Investments in affiliated securities, at value -- Note 2 .................................... 2,254,747 Initial margin for futures contracts ........................................................ 164,240 Unrealized appreciation on forward foreign currency contracts ............................... 13,942 Dividends and tax reclaims receivable ....................................................... 2,827 Prepaid expenses ............................................................................ 35,950 Due from Investment Advisor -- Note 3 ....................................................... 37,572 Variation margin receivable ................................................................. 37,051 ------------ TOTAL ASSETS ............................................................................. 6,989,175 LIABILITIES Variation margin payable .................................................................... 44,156 Payable for securities purchased ............................................................ 32,575 Unrealized depreciation on forward foreign currency contracts ............................... 24,732 Trustees' fees payable -- Note 6 ............................................................ 633 Sub-administration fees payable -- Note 3 ................................................... 895 Distribution fees payable, A Shares -- Note 3 ............................................... 684 Distribution fees payable, Advisor Shares -- Note 3 ......................................... 760 Distribution fees payable, R Shares -- Note 3 ............................................... 172 Accrued expenses and other liabilities ...................................................... 78,268 ------------ TOTAL LIABILITIES ........................................................................ 182,875 ------------ NET ASSETS .................................................................................. $ 6,806,300 ============ NET ASSETS Capital paid-in ............................................................................. $ 17,210,075 Undistributed net investment income ......................................................... 70,860 Accumulated net realized loss on investments, affiliated investments, futures, swap contracts and foreign currency transactions ........................................................ (11,337,994) Net unrealized appreciation on investments and affiliated investments ....................... 829,446 Net unrealized appreciation on futures ...................................................... 42,312 Net unrealized depreciation on forward foreign currency contracts and foreign currency translations ............................................................................. (8,399) ------------ NET ASSETS .................................................................................. $ 6,806,300 ============ Investor Shares: Net assets .................................................................................. $ 607,457 Total shares outstanding at end of year ..................................................... 76,654 Net asset value, offering and redemption price per share (net assets / shares outstanding) .. $ 7.92 A Shares: Net assets .................................................................................. $ 2,496,230 Total shares outstanding at end of year ..................................................... 315,119 Net asset value and redemption price per share (net assets / shares outstanding) ............ $ 7.92 Maximum offering price per share (A Shares NAV/95.5%) ....................................... $ 8.29 Advisor Shares: Net assets .................................................................................. $ 3,287,476 Total shares outstanding at end of year ..................................................... 415,349 Net asset value, offering and redemption price per share (net assets / shares outstanding) .. $ 7.91 R Class Shares: Net assets .................................................................................. $ 415,137 Total shares outstanding at end of year ..................................................... 52,535 Net asset value, offering and redemption price per share (net assets / shares outstanding) .. $ 7.90 Cost of securities ............................................................................. $ 4,119,267 Cost of affiliated securities .................................................................. $ 1,748,880 The accompanying notes are an integral part of the financial statements. 62 This page intentionally left blank. SCHRODER MUTUAL FUNDS STATEMENTS OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2009 INTERNATIONAL INTERNATIONAL DIVERSIFIED ALPHA VALUE FUND FUND ------------- ------------- INVESTMENT INCOME Dividend income ................................................... $ 1,497,289 $ 411,111 Income from affiliated investments ................................ -- -- Interest income ................................................... 5,003 1,449 Foreign taxes withheld ............................................ (162,294) (47,264) ------------ ----------- TOTAL INCOME ................................................... 1,339,998 365,296 ------------ ----------- EXPENSES Investment Advisory fees -- Note 3 ................................ 448,007 83,272 Distribution fees, Advisor Shares -- Note 3 ....................... 77,311 2,233 Distribution fees, A Shares -- Note 3 ............................. -- -- Distribution fees, R Shares -- Note 3 ............................. -- -- Sub-administration fees -- Note 3 ................................. 60,038 10,796 Trustees fees -- Note 6 ........................................... 11,800 9,363 Transfer agent fees ............................................... 88,535 82,910 Registration fees ................................................. 28,815 30,672 Audit fees ........................................................ 30,042 29,107 Legal fees ........................................................ 49,154 37,055 Custodian fees .................................................... 18,197 69,090 Insurance ......................................................... 21,100 18,960 Printing .......................................................... 17,437 10,542 Pricing fees ...................................................... 8,973 46,830 Amortization of deferred offering costs ........................... -- -- Other ............................................................. 19,038 28,869 ------------ ----------- TOTAL EXPENSES ................................................. 878,447 459,699 Expenses waived by Investment Advisor -- Note 3 ................... (272,731) (83,272) Reimbursement from Investment Advisor ............................. -- (278,434) ------------ ----------- NET EXPENSES ................................................... 605,716 97,993 ------------ ----------- NET INVESTMENT INCOME (LOSS) ................................... 734,282 267,303 ------------ ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, AFFILIATED INVESTMENTS, FUTURES, SWAP CONTRACTS AND FOREIGN CURRENCY TRANSACTIONS AND TRANSLATIONS Net realized gain (loss) on investments sold ...................... (12,193,739) (3,445,553) Net realized loss on affiliated investments ....................... -- -- Net realized gain (loss) on futures ............................... -- -- Net realized gain on swap contracts ............................... -- -- Net realized gain (loss) on foreign currency transactions ......... 370 114 ------------ ----------- Net realized gain (loss) on investments, affiliated investments, futures, swap contracts and foreign currency transactions ... (12,193,369) (3,445,439) ------------ ----------- Change in unrealized appreciation on investments .................. 27,045,866 6,415,720 Change in unrealized appreciation on affiliated investments ....... -- -- Change in unrealized appreciation (depreciation) on futures ....... -- -- Change in unrealized appreciation on swap contracts ............... -- -- Change in unrealized appreciation (depreciation) on forward foreign currency contracts and foreign currency translations ... 11,557 1,353 ------------ ----------- Net change in unrealized appreciation on investments, affiliated investments, futures, swap contracts, forward foreign currency contracts and foreign currency translations ................. 27,057,423 6,417,073 ------------ ----------- NET REALIZED AND UNREALIZED GAIN (LOSS) ........................... 14,864,054 2,971,634 ------------ ----------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ... $ 15,598,336 $ 3,238,937 ============ =========== + Includes realized losses from in-kind transactions (see Note 7 in Notes to Financial Statements). The accompanying notes are an integral part of the financial statements. 64 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 - ----------- ------------- ------------- ------------ ------------ ----------- $ 693,510 $ 1,440,432 $ 210,347 $ 9,406,516 $ 30,479 $ 347,024 -- -- -- -- -- 91,456 2,191 37,199 6,241 64,198 4,486,129 3,637 (69,538) (9,459) (504) (161,910) -- -- - ----------- ------------ ----------- ------------ ----------- ----------- 626,163 1,468,172 216,084 9,308,804 4,516,608 442,117 - ----------- ------------ ----------- ------------ ----------- ----------- 248,457 1,542,310 215,383 925,641 276,958 74,938 8,408 6,093 3,148 345 13,158 6,905 -- -- -- -- -- 16,075 -- -- -- -- -- 1,795 33,453 197,211 29,337 48,134 147,204 11,653 10,557 21,091 10,223 39,770 17,142 9,680 84,840 104,184 84,451 112,202 92,709 158,150 26,753 35,795 25,874 33,138 38,704 42,633 27,581 32,236 27,917 34,231 27,741 25,051 43,074 85,706 44,791 159,709 80,605 91,653 93,964 24,511 9,102 48,929 14,017 2,762 20,235 38,622 19,347 71,788 26,295 17,421 13,551 47,194 12,060 43,300 25,387 36,031 14,114 3,645 2,439 10,651 24,216 728 -- -- -- -- -- 7,342 19,369 31,106 15,953 54,849 24,826 16,500 - ----------- ------------ ----------- ------------ ----------- ----------- 644,356 2,169,704 500,025 1,582,687 808,962 519,317 (248,457) -- (215,383) -- (276,958) (74,938) (76,928) -- (55,344) -- (75,684) (294,718) - ----------- ------------ ----------- ------------ ----------- ----------- 318,971 2,169,704 229,298 1,582,687 456,320 149,661 - ----------- ------------ ----------- ------------ ----------- ----------- 307,192 (701,532) (13,214) 7,726,117 4,060,288 292,456 - ----------- ------------ ----------- ------------ ----------- ----------- (3,951,138) (26,232,447) (1,116,608) (78,502,445)+ 1,537,570 (3,225,903) -- -- -- -- -- (3,797,707) -- -- -- (13,847,614) 271,736 (935,106) -- -- -- -- -- 15,542 (12,744) 16,776 1,174 (362,188) (53,820) 179,235 - ----------- ------------ ----------- ------------ ----------- ----------- (3,963,882) (26,215,671) (1,115,434) (92,712,247) 1,755,486 (7,763,939) - ----------- ------------ ----------- ------------ ----------- ----------- 15,603,664 45,167,214 6,027,021 106,528,804 9,078,051 3,575,655 -- -- -- -- -- 3,627,845 -- -- -- 6,229,047 (228,185) 426,291 -- -- -- -- -- 7,568 5,578 -- (34) (254,098) (3,841) (204,717) - ----------- ------------ ----------- ------------ ----------- ----------- 15,609,242 45,167,214 6,026,987 112,503,753 8,846,025 7,432,642 - ----------- ------------ ----------- ------------ ----------- ----------- 11,645,360 18,951,543 4,911,553 19,791,506 10,601,511 (331,297) - ----------- ------------ ----------- ------------ ----------- ----------- $11,952,552 $ 18,250,011 $ 4,898,339 $ 27,517,623 $14,661,799 $ (38,841) =========== ============ =========== ============ =========== =========== The accompanying notes are an integral part of the financial statements. 65 SCHRODER MUTUAL FUNDS STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED OCTOBER 31, INTERNATIONAL INTERNATIONAL DIVERSIFIED ALPHA FUND VALUE FUND --------------------------- -------------------------- 2009 2008 2009 2008 ------------ ------------ ------------ ----------- INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS: Net investment income (loss) ....................... $ 734,282 $ 550,564 $ 267,303 $ 463,003 Net realized loss on investments, futures and foreign currency transactions ................... (12,193,369) (2,905,968) (3,445,439) (77,479) Change in unrealized appreciation (depreciation) on investments, futures and foreign currency translations .................................... 27,057,423 (26,381,404) 6,417,073 (8,037,344) ------------ ------------ ------------ ----------- Net increase (decrease) in net assets resulting from operations ................................. 15,598,336 (28,736,808) 3,238,937 (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 .................................... 2,580,442 3,434,641 100,720 2,456,897 Reinvestment of distributions ...................... 167,480 487,919 353,167 1,893,510 Redemption of shares ............................... (7,198,600) (1,647,090) (1,022,080) (840,680) Redemption fees -- Note 5 .......................... 4,503 456 -- 9,220 ------------ ------------ ------------ ----------- Total increase (decrease) from Investor Share transactions ........................... (4,446,175) 2,275,926 (568,193) 3,518,947 ------------ ------------ ------------ ----------- ADVISOR SHARES: Sales of shares .................................... 21,064,271 4,787,976 295,360 617,410 Reinvestment of distributions ...................... 157,487 443,181 33,381 250,951 Redemption of shares ............................... (8,064,342) (3,304,583) (86,505) (685,649) Redemption fees -- Note 5 .......................... 13,125 8,118 1,185 1,079 ------------ ------------ ------------ ----------- Total increase (decrease) from Advisor Share transactions ........................... 13,170,541 1,934,692 243,421 183,791 ------------ ------------ ------------ ----------- Net increase (decrease) in net assets from share transactions ...................... 8,724,366 4,210,618 (324,772) 3,702,738 ------------ ------------ ------------ ----------- Total increase (decrease) in net assets ......... 23,989,331 (25,485,036) 2,526,512 (6,093,544) NET ASSETS Beginning of year .................................. 31,306,438 56,791,474 8,045,226 14,138,770 ------------ ------------ ------------ ----------- End of year ........................................ $ 55,295,769 $ 31,306,438 $ 10,571,738 $ 8,045,226 ============ ============ ============ =========== Undistributed (accumulated net investment loss/ distributions in excess of) net investment income ............................... $ 640,305 $ 239,024 $ 256,632 $ 312,971 ============ ============ ============ =========== The accompanying notes are an integral part of the financial statements. 66 EMERGING MARKET U.S. OPPORTUNITIES U.S. SMALL AND MID CAP EQUITY FUND FUND OPPORTUNITIES FUND - --------------------------- ---------------------------- ------------------------- 2009 2008 2009 2008 2009 2008 - ------------ ------------ ------------ ------------- ----------- ----------- $ 307,192 $ 134,177 $ (701,532) $ (752,852) $ (13,214) $ (51,319) (3,963,882) (1,248,748) (26,215,671) (7,389,086) (1,115,434) (939,808) 15,609,242 (18,297,059) 45,167,214 (78,583,302) 6,026,987 (4,102,063) - ------------ ------------ ------------ ------------- ----------- ----------- 11,952,552 (19,411,630) 18,250,011 (86,725,240) 4,898,339 (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) - ------------ ------------ ------------ ------------- ----------- ----------- 18,155,150 7,851,055 11,843,373 19,012,384 26,242,853 7,480,540 14,779 3,232,813 -- 26,496,365 -- 612,596 (11,859,646) (1,250,000) (45,951,302) (56,895,681) (6,719,141) (789,624) 19,940 2 3,403 7,423 678 2,918 - ------------ ------------ ------------ ------------- ----------- ----------- 6,330,223 9,833,870 (34,104,526) (11,379,509) 19,524,390 7,306,430 - ------------ ------------ ------------ ------------- ----------- ----------- 14,149,425 4,579,468 585,543 604,435 3,303,768 126,537 -- 258,744 -- 512,281 -- 85,590 (2,298,543) (4,750,120) (1,347,110) (1,492,574) (269,502) (1,116,008) 8,421 136 -- -- 599 17 - ------------ ------------ ------------ ------------- ----------- ----------- 11,859,303 88,228 (761,567) (375,858) 3,034,865 (903,864) - ------------ ------------ ------------ ------------- ----------- ----------- 18,189,526 9,922,098 (34,866,093) (11,755,367) 22,559,255 6,402,566 - ------------ ------------ ------------ ------------- ----------- ----------- 30,127,299 (12,995,276) (16,616,082) (126,151,691) 27,457,594 611,190 17,373,085 30,368,361 182,109,479 308,261,170 12,228,747 11,617,557 - ------------ ------------ ------------ ------------- ----------- ----------- $ 47,500,384 $ 17,373,085 $165,493,397 $ 182,109,479 $39,686,341 $12,228,747 ============ ============ ============ ============= =========== =========== $ 266,624 $ (13,044) $ -- $ -- $ (13,234) $ (14,394) ============ ============ ============ ============= =========== =========== The accompanying notes are an integral part of the financial statements. 67 SCHRODER MUTUAL FUNDS STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED OCTOBER 31, NORTH AMERICAN TOTAL RETURN FIXED EQUITY FUND INCOME FUND ------------------------------ -------------------------- 2009 2008 2009 2008 ------------- ------------- ------------ ----------- INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS: Net investment income ............................. $ 7,726,117 $ 12,999,196 $ 4,060,288 $ 2,990,052 Net realized gain (loss) on investments, futures and foreign currency transactions .............. (92,712,247)+ (35,386,078)+ 1,755,486 1,752,996 Change in unrealized appreciation (depreciation) on investments, futures, forward foreign currency contracts and foreign currency translations .... 112,503,753 (243,789,511) 8,846,025 (3,363,947) ------------- ------------- ------------ ----------- Net increase (decrease) in net assets resulting from operations ............................. 27,517,623 (266,176,393) 14,661,799 1,379,101 ------------- ------------- ------------ ----------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: Net investment income: Investor Shares ................................ (12,818,379) (16,785,204) (3,990,845) (2,971,942) Advisor Shares ................................. (2,845) (2,383) (181,136) (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) (6,004,433) (3,105,229) ------------- ------------- ------------ ----------- SHARE TRANSACTIONS: INVESTOR SHARES: Sales of shares ................................... 20,083,463 38,329,322 88,416,860 1,104,079 Reinvestment of distributions ..................... 7,983,706 92,825,863 5,379,168 3,065,135 Redemption of shares .............................. (69,810,327) (38,965,899) (15,543,514) (1,414,329) Redemption of shares in-kind ...................... (84,561,824) (42,889,159) -- -- ------------- ------------- ------------ ----------- Total increase (decrease) from Investor Share transactions .................... (126,304,982) 49,300,127 78,252,514 2,754,885 ------------- ------------- ------------ ----------- ADVISOR SHARES: Sales of shares ................................... 4,500 20,513 9,530,543 298,999 Reinvestment of distributions ..................... 2,785 17,252 163,668 34,100 Redemption of shares .............................. (1,995) -- (4,058,405) (166,091) ------------- ------------- ------------ ----------- Total increase from Advisor Share transactions ................................ 5,290 37,765 5,635,806 167,008 ------------- ------------- ------------ ----------- Net increase (decrease) in net assets from share transactions ........................ (126,299,692) 49,337,892 83,888,320 2,921,893 ------------- ------------- ------------ ----------- Total increase (decrease) in net assets ........ (111,603,293) (323,096,915) 92,545,686 1,195,765 NET ASSETS Beginning of year ................................. 487,033,448 810,130,363 73,306,264 72,110,499 ------------- ------------- ------------ ----------- End of year ....................................... $ 375,430,155 $ 487,033,448 $165,851,950 $73,306,264 ============= ============= ============ =========== Undistributed (distributions in excess of) net investment income .......................... $ 5,073,093 $ 10,556,539 $ (104,587) $ 9,796 ============= ============= ============ =========== + Includes realized gains or losses from in-kind transactions (see Note 7 in Notes to Financial Statements). The accompanying notes are an integral part of the financial statements. 68 STATEMENT OF CHANGES IN NET ASSETS FOR THE YEAR OR PERIOD ENDED OCTOBER 31, MULTI-ASSET GROWTH PORTFOLIO --------------------------- 2009 2008(a) ------------ ------------ INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS: Net investment income ................................................ $ 292,456 $ 407,589 Net realized loss on investments, affiliated investments, futures, swap contracts and foreign currency transactions ......... (7,763,939) (3,078,808) Change in unrealized appreciation (depreciation) on investments, affiliated investments, futures, swap contracts, forward foreign currency contracts and foreign currency translations ..................................... 7,432,642 (6,569,283) ------------ ----------- Net decrease in net assets resulting from operations .............. (38,841) (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 ...................................................... 156,821 503,269 Reinvestment of distributions ........................................ 18,542 -- Redemption of shares ................................................. (1,867) -- ------------ ----------- Total increase from Investor Share transactions ...................... 173,496 503,269 ------------ ----------- A CLASS SHARES: Sales of shares ...................................................... 125,605 26,439,738 Reinvestment of distributions ........................................ 585,002 -- Redemption of shares ................................................. (15,189,859) (330,699) Redemption fees -- Note 5 ............................................ 498 9,623 ------------ ----------- Total increase (decrease) from A Share transactions ............... (14,478,754) 26,118,662 ------------ ----------- ADVISOR SHARES: Sales of shares ...................................................... 149,124 3,801,850 Reinvestment of distributions ........................................ 130,497 -- Redemption of shares ................................................. (39,683) -- Redemption fees -- Note 5 ............................................ 663 -- ------------ ----------- Total increase from Advisor Share transactions .................... 240,601 3,801,850 ------------ ----------- R CLASS 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 ..... (14,048,587) 30,923,781 ------------ ----------- Total increase (decrease) in net assets ........................... (14,876,979) 21,683,279 NET ASSETS Beginning of period .................................................. 21,683,279 -- ------------ ----------- End of period ........................................................ $ 6,806,300 $21,683,279 ============ =========== Undistributed net investment income .................................. $ 70,860 $ 399,100 ============ =========== (a) Fund commenced investment activities on December 20, 2007. The accompanying notes are an integral part of the financial statements. 69 SCHRODER MUTUAL FUNDS FINANCIAL HIGHLIGHTS FOR THE YEARS OR PERIODS ENDED OCTOBER 31, (UNLESS OTHERWISE INDICATED) SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD NET ASSET DIVIDENDS VALUE, NET NET REALIZED TOTAL FROM FROM NET DISTRIBUTIONS BEGINNING INVESTMENT AND UNREALIZED INVESTMENT INVESTMENT FROM NET TOTAL OF PERIOD INCOME (LOSS) GAINS (LOSSES) OPERATIONS INCOME REALIZED GAIN DISTRIBUTIONS --------- ------------- -------------- ---------- ---------- ------------- ------------- INTERNATIONAL ALPHA FUND Investor Shares 2009 ................ $ 6.73 $ 0.13(1) $ 2.21+ $ 2.34 $(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) Advisor Shares 2009 ................ $ 6.71 $ 0.11(1) $ 2.20+ $ 2.31 $(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 $ 0.20(1) $ 2.37 $ 2.57 $(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 $ 0.19(1) $ 2.38++ $ 2.57 $(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 $ 0.12(1) $ 4.24++ $ 4.36 $(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 $ 0.05(1) $ 4.30+++ $ 4.35 $ -- $ -- $ -- 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 $(0.07)(1) $ 2.43+ $ 2.36 $ -- $ -- $ -- 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) Advisor Shares 2009 ................ $15.71 $(0.11)(1) $ 2.41 $ 2.30 $ -- $ -- $ -- 2008 ................ 25.32 (0.11)(1) (7.20) (7.31) -- (2.30) (2.30) 2007 ................ 23.04 (0.04)(1) 4.30++ 4.26 -- (1.98) (1.98) 2006(b) ............. 22.21 --(e) 0.83 0.83 -- -- -- * Had custody offsets been included the ratios would have been 1.75% and 2.00% for the Investor Shares and Advisor Shares, respectively. + Includes redemption fees. Amount was less than $0.01 per share. ++ Includes redemption fees of $0.01 per share. +++ Includes redemption fees of $0.02 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. 70 RATIO OF RATIO OF RATIO OF NET INVESTMENT EXPENSES TO EXPENSES TO INCOME (LOSS) TO AVERAGE NET ASSETS AVERAGE NET ASSETS AVERAGE NET ASSETS NET ASSET NET ASSETS, (INCLUDING WAIVERS AND (EXCLUDING WAIVERS, (INCLUDING WAIVERS, PORTFOLIO VALUE, END TOTAL END OF REIMBURSEMENTS, REIMBURSEMENTS REIMBURSEMENTS TURNOVER OF PERIOD RETURN(a) PERIOD (000) EXCLUDING OFFSETS) AND OFFSETS) AND OFFSETS) RATE - ---------- --------- ------------ ---------------------- ------------------- ------------------- --------- $ 9.00 35.28% $ 15,878 1.15% 1.75% 1.82% 109% 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 $ 8.97 34.84% $ 39,418 1.40% 1.99% 1.49% 109% 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 $ 7.91 48.45% $ 9,230 1.15% 5.49% 3.23% 140% 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 $ 7.91 48.42% $ 1,342 1.40% 5.71% 3.01% 140% 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 $11.34 62.38% $ 33,479 1.25% 2.61% 1.34% 91% 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 $11.32 62.41% $ 14,021 1.50% 2.47% 0.55% 91% 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 $18.15 14.95% $162,694 1.40% 1.40% (0.45)% 64% 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 $18.01 14.64% $ 2,800 1.65% 1.65% (0.71)% 64% 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. 71 SCHRODER MUTUAL FUNDS FINANCIAL HIGHLIGHTS FOR 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 AND DIVIDENDS VALUE, NET UNREALIZED TOTAL FROM FROM NET DISTRIBUTIONS BEGINNING INVESTMENT GAINS INVESTMENT INVESTMENT FROM NET TOTAL OF PERIOD INCOME (LOSS) (LOSSES) OPERATIONS INCOME REALIZED GAIN DISTRIBUTIONS --------- ------------- ------------ ---------- ---------- ------------- ------------- U.S. SMALL AND MID CAP OPPORTUNITIES FUND Investor Shares 2009 ................. $ 7.96 $ --(1)(g) $ 1.41+ $ 1.41 $ -- $ -- $ -- 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 --(g) 0.25 0.25 -- -- -- Advisor Shares 2009 ................. $ 7.91 $(0.04)(1) $ 1.42+ $ 1.38 $ -- $ -- $ -- 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 --(g) 0.23 0.23 -- -- -- NORTH AMERICAN EQUITY FUND Investor Shares 2009 ................. $ 7.58 $ 0.18 $ 0.57 $ 0.75 $(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) Advisor Shares 2009 ................. $ 7.55 $ 0.16 $ 0.57 $ 0.73 $(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 $ 0.37 $ 1.01 $ 1.38 $(0.38) $(0.24) $(0.62) 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(e) .............. 10.00 0.30 (0.15) 0.15 (0.30) -- (0.30) Advisor Shares 2009 ................. $ 9.57 $ 0.35 $ 1.02 $ 1.37 $(0.36) $(0.24) $(0.60) 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(e) .............. 10.00 0.28 (0.15) 0.13 (0.28) -- (0.28) MULTI-ASSET GROWTH PORTFOLIO Investor Shares 2009 ................. $ 7.01 $ 0.18(1) $ 1.09 $ 1.27 $(0.36) $ -- $(0.36) 2008(f) .............. 10.00 0.16(1) (3.15) (2.99) -- -- -- A Shares 2009 ................. $ 7.00 $ 0.21(1) $ 1.05+ $ 1.26 $(0.34) $ -- $(0.34) 2008(f) .............. 10.00 0.14(1) (3.14)+ (3.00) -- -- -- Advisor Shares 2009 ................. $ 7.00 $ 0.17(1) $ 1.08+ $ 1.25 $(0.34) $ -- $(0.34) 2008(f) .............. 10.00 0.14(1) (3.14) (3.00) -- -- -- R Shares 2009 ................. $ 6.98 $ 0.15(1) $ 1.09 $ 1.24 $(0.32) $ -- $(0.32) 2008(f) .............. 10.00 0.12(1) (3.14) (3.02) -- -- -- * Had custody offsets been included the ratios would have been 1.40% and 1.64% for the Investor Shares and Advisor Shares, respectively. + Includes redemption fees. Amount was less than $0.01 per share. (1) Per share net investment income calculated using average shares. (a) Total returns would have been lower had certain Fund expenses not been waived or reimbursed during the periods shown (See Note 3). Total return calculations for a period of less than one year are not annualized. (b) Commenced operations on March 31, 2006. All ratios for the period have been annualized, except for the Total Return and the Portfolio Turnover Rate. (c) For the six months ended October 31, 2005. The North American Equity Fund's fiscal year changed from April 30 to October 31. All ratios for the period have been annualized, except for the Total Return and the Portfolio Turnover Rate. (d) For the year or period ended April 30. The accompanying notes are an integral part of the financial statements. 72 RATIO OF RATIO OF RATIO OF NET INVESTMENT EXPENSES TO EXPENSES TO INCOME (LOSS) TO AVERAGE NET ASSETS AVERAGE NET ASSETS AVERAGE NET ASSETS NET ASSET NET ASSETS, (INCLUDING WAIVERS AND (EXCLUDING WAIVERS, (INCLUDING WAIVERS, PORTFOLIO VALUE, END TOTAL END OF REIMBURSEMENTS, REIMBURSEMENTS REIMBURSEMENTS TURNOVER OF PERIOD RETURN(a) PERIOD (000) EXCLUDING OFFSETS) AND OFFSETS) AND OFFSETS) RATE - ---------- --------- ------------ ---------------------- ------------------- ------------------- --------- $ 9.37 17.71% $ 36,103 1.05% 2.32% (0.04)% 75% 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 $ 9.29 17.45% $ 3,584 1.30% 2.33% (0.40)% 75% 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 $ 8.09 10.59% $ 375,314 0.43% 0.43% 2.09% 85% 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 $ 8.07 10.28% $ 116 0.78% 0.78% 1.69% 85% 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 $10.33 14.79% $ 158,900 0.40% 0.72% 3.68% 590% 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 $10.34 14.61% $ 6,952 0.65% 0.98% 3.39% 590% 9.57 1.67 996 0.65 0.95 3.78 555 9.79 4.53 852 0.65 1.48 4.73 464 9.82 4.56 1,060 0.65 2.37 4.59 295 9.85 1.30 1,013 0.65 3.30 3.35 571 $ 7.92 19.49% $ 607 1.25% 6.30% 2.53% 45% 7.01 (29.90) 354 1.25 3.80(h) 1.91 151 $ 7.92 19.13% $ 2,496 1.50% 4.58% 3.11% 45% 7.00 (30.00) 18,320 1.50 4.06(h) 1.65 151 $ 7.91 19.11% $ 3,288 1.50% 6.27% 2.42% 45% 7.00 (30.00) 2,660 1.50 4.06(h) 1.66 151 $ 7.90 18.92% $ 415 1.75% 6.49% 2.18% 45% 6.98 (30.20) 349 1.75 4.30(h) 1.41 151 (e) Commenced operations on December 31, 2004. All ratios for the period have been annualized, except for the Total Return and the Portfolio Turnover Rate. (f) Commenced operations on December 20, 2007. All ratios for the period have been annualized, except for the Total Return and the Portfolio Turnover Rate. (g) Amount was less than $0.01 per share. (h) 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. 73 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS OCTOBER 31, 2009 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. FINANCIAL ACCOUNTING STANDARDS BOARD ("FASB") ACCOUNTING STANDARDS CODIFICATION: The FASB issued FASB ASC 105 (formerly FASB Statement No. 168), The "FASB ACCOUNTING STANDARDS CODIFICATION(TM)" AND THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("ASC 105"). ASC 105 established the FASB Accounting Standards Codification(TM) ("Codification" or "ASC") as the single source of authoritative U.S. generally accepted accounting principles ("GAAP") recognized by the FASB to be applied by non-governmental entities. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification became non-authoritative. Following the Codification, the FASB did not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it issued Accounting Standards Updates, which served to update the Codification, provided background information about the guidance and provide the basis for conclusions on the changes to the Codification. GAAP is not intended to be changed as a result of the FASB's Codification project, but it changed the way the guidance is organized and presented. As a result, these changes have a significant impact on how companies reference GAAP in their financial statements and in their accounting policies for financial statements issued for interim and annual periods ending after September 15, 2009. The Funds implemented the Codification as of October 31, 2009. 74 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2009 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 (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" that 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, which has been codified into ASC Topic 820 ("ASC 820"). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 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) 75 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2009 The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Fair value measurement classifications are summarized in each Fund's Schedule of Investments. 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. The Funds evaluate tax positions taken or expected to be taken in the course of preparing the Funds' tax returns to determine whether it is "more-likely than-not" (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Funds did not record any tax provision in the current period. However, management's conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., the last 3 tax year ends, as applicable), on-going analysis of and changes to tax laws, regulations and interpretations thereof. As of, and during the year ended October 31, 2009, the Funds did not have a liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year, the Funds did not incur any interest or penalties. INVESTMENT TRANSACTIONS: Investment security transactions are recorded as of trade date. Realized gains and losses on sales of investments are determined on the basis of identified cost. Capital gain taxes on securities in certain foreign countries are accrued on unrealized appreciation and are due when realized. INVESTMENT INCOME: Dividend income is recorded on the ex-dividend date. Dividend income is recorded net of unrecoverable withholding tax. Interest income is recorded on an accrual basis. Discounts and premiums on fixed income securities are accreted and amortized using the effective interest method. Foreign dividend and interest income amounts and realized capital gains or losses are converted to U.S. dollar equivalents using foreign exchange rates in effect at the date of the transactions. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of costs of investments and/or as a realized gain. The Funds estimate the components of distributions received that may be considered non-taxable distributions or capital gain distributions. EXPENSES: Expenses are recorded on an accrual basis. Many of the expenses of the Funds can be directly attributable to a specific Fund. Expenses not directly attributable to a specific Fund are allocated among the Funds based on relative average net assets or another appropriate methodology. Class specific expenses are borne by that class. Fund expenses are pro-rated to the respective classes based on relative net assets. CLASSES OF SHARES: Income, realized and unrealized gains and losses of a Fund are prorated to the respective classes of shares based on relative net assets. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: Dividends and distributions to shareholders from net investment income and from net realized capital gains, if any, are declared and distributed at least annually for each of the Funds, except Schroder Total Return Fixed Income Fund, which declares dividends to shareholders from net investment income daily and distributes these dividends monthly and for which distributions to shareholders from net realized capital gains, if any, are declared and distributed at least annually. FOREIGN CURRENCY: Foreign currency amounts are translated into U.S. dollars at the mean of the bid and asked prices of such currencies against U.S. dollars as follows: (i) assets and liabilities at the rate of exchange at the end of the respective period; and (ii) purchases and sales of securities and income and expenses at the rate of exchange prevailing on the dates of such transactions. The portion of the results of operations arising from changes in the exchange rates and the portion due to fluctuations arising from changes in the market prices of securities are not isolated. Such fluctuations are included with the net realized and unrealized gain or loss on investments. 76 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2009 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 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 to adjust interest rate sensitivity and duration of a Fund's portfolio and to increase total return. 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. 77 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2009 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. Equity-linked warrants provide a way for investors to access markets where entry is difficult and time consuming due to regulation. 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 October 31, 2009, the Funds did not own any private placement investments purchased through private offerings or acquired through initial public offerings that 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. 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. 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%). 78 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2009 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, 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' advisor has contractually agreed to pay or reimburse the applicable Fund for expenses through February 28, 2010 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 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' advisor 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 advisor 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. 79 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2009 NOTE 4 -- DERIVATIVE CONTRACTS In March 2008, the FASB issued SFAS No. 161, DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, which has been codified into ASC Topic 815 ("ASC 815"). ASC 815 is effective for fiscal years and interim periods beginning after November 15, 2008. ASC 815 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. FAIR VALUE OF DERIVATIVE INSTRUMENTS: The fair value of derivative instruments as of October 31, 2009, was as follows: SCHRODER INTERNATIONAL ALPHA FUND ASSET DERIVATIVES LIABILITY DERIVATIVES ---------------------------------------- ------------------------------------------ YEAR ENDED OCTOBER 31, 2009 YEAR ENDED OCTOBER 31, 2009 ---------------------------------------- ------------------------------------------ DERIVATIVES NOT ACCOUNTED STATEMENT OF ASSETS FAIR STATEMENT OF ASSETS FAIR FOR AS HEDGING INSTRUMENTS AND LIABILITIES LOCATION VALUE AND LIABILITIES LOCATION VALUE - ----------------------------- --------------------------- ---------- ----------------------------- ---------- Equity contracts Investments in securities, Investments in securities, at value $1,227,551 at value $ -- ---------- ---------- TOTAL DERIVATIVES NOT ACCOUNTED FOR AS HEDGING INSTRUMENTS $1,227,551 $ -- ========== ========== SCHRODER EMERGING MARKET EQUITY FUND ASSET DERIVATIVES LIABILITY DERIVATIVES ---------------------------------------- ------------------------------------------ YEAR ENDED OCTOBER 31, 2009 YEAR ENDED OCTOBER 31, 2009 ---------------------------------------- ------------------------------------------ DERIVATIVES NOT ACCOUNTED STATEMENT OF ASSETS FAIR STATEMENT OF ASSETS FAIR FOR AS HEDGING INSTRUMENTS AND LIABILITIES LOCATION VALUE AND LIABILITIES LOCATION VALUE - ----------------------------- --------------------------- ---------- ----------------------------- ---------- Equity contracts Investments in securities, Investments in securities, at value $ 455,609 at value $ -- ---------- ---------- TOTAL DERIVATIVES NOT ACCOUNTED FOR AS HEDGING INSTRUMENTS $ 455,609 $ -- ========== ========== 80 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2009 SCHRODER NORTH AMERICAN EQUITY FUND ASSET DERIVATIVES LIABILITY DERIVATIVES ---------------------------------------- ------------------------------------------ YEAR ENDED OCTOBER 31, 2009 YEAR ENDED OCTOBER 31, 2009 ---------------------------------------- ------------------------------------------ DERIVATIVES NOT ACCOUNTED STATEMENT OF ASSETS FAIR STATEMENT OF ASSETS FAIR FOR AS HEDGING INSTRUMENTS AND LIABILITIES LOCATION VALUE AND LIABILITIES LOCATION VALUE - ----------------------------- --------------------------- ---------- ----------------------------- ---------- Foreign exchange contracts Unrealized appreciation Unrealized depreciation on forward foreign on forward foreign currency contracts $ 315,018 currency contracts $ 200,696 Equity contracts Unrealized appreciation Unrealized depreciation on futures contracts -- on futures contracts 327 ---------- ---------- TOTAL DERIVATIVES NOT ACCOUNTED FOR AS HEDGING INSTRUMENTS $ 315,018 $ 201,023 ========== ========== SCHRODER MULTI-ASSET GROWTH PORTFOLIO ASSET DERIVATIVES LIABILITY DERIVATIVES ---------------------------------------- ------------------------------------------ YEAR ENDED OCTOBER 31, 2009 YEAR ENDED OCTOBER 31, 2009 ---------------------------------------- ------------------------------------------ DERIVATIVES NOT ACCOUNTED STATEMENT OF ASSETS FAIR STATEMENT OF ASSETS FAIR FOR AS HEDGING INSTRUMENTS AND LIABILITIES LOCATION VALUE AND LIABILITIES LOCATION VALUE - ----------------------------- --------------------------- ---------- ----------------------------- ---------- Foreign exchange contracts Unrealized appreciation Unrealized depreciation on forward foreign on forward foreign currency contracts $ 13,942 currency contracts $ 24,732 Equity contracts Unrealized appreciation Unrealized depreciation on futures contracts 70,212 on futures contracts 27,900 ---------- ---------- TOTAL DERIVATIVES NOT ACCOUNTED FOR AS HEDGING INSTRUMENTS $ 84,154 $ 52,632 ========== ========== The effect of derivative instruments on the Statement of Operations for the year ended October 31, 2009, was as follows: Amount of realized gain (loss) on derivatives recognized in income: SCHRODER INTERNATIONAL ALPHA FUND EQUITY-LINKED DERIVATIVES NOT ACCOUNTED FOR AS HEDGING INSTRUMENTS WARRANTS TOTAL - ---------------------------------------------------- ------------- --------- Equity contracts $(613,707) $(613,707) --------- --------- Total $(613,707) $(613,707) ========= ========= SCHRODER EMERGING MARKET EQUITY FUND EQUITY-LINKED DERIVATIVES NOT ACCOUNTED FOR AS HEDGING INSTRUMENTS WARRANTS TOTAL - ---------------------------------------------------- ------------- --------- Equity contracts $(100,085) $(100,085) --------- --------- Total $(100,085) $(100,085) ========= ========= 81 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2009 SCHRODER NORTH AMERICAN EQUITY FUND FUTURES FORWARD FOREIGN DERIVATIVES NOT ACCOUNTED FOR AS HEDGING INSTRUMENTS CONTRACTS CURRENCY CONTRACTS TOTAL - ---------------------------------------------------- ------------ ------------------ ------------ Foreign exchange contracts $ -- $(521,601) $ (521,601) Equity contracts (13,847,614) -- (13,847,614) ------------ --------- ------------ Total $(13,847,614) $(521,601) $(14,369,215) ============ ========= ============ SCHRODER MULTI-ASSET GROWTH PORTFOLIO FUTURES FORWARD FOREIGN SWAP DERIVATIVES NOT ACCOUNTED FOR AS HEDGING INSTRUMENTS CONTRACTS CURRENCY CONTRACTS CONTRACTS TOTAL - ---------------------------------------------------- ----------- ------------------ --------- --------- Foreign exchange contracts $ -- $187,487 $ -- $ 187,487 Equity contracts (1,005,119) -- 15,542 (989,577) Interest rate contracts 70,013 -- -- 70,013 ----------- -------- ------- --------- Total $ (935,106) $187,487 $15,542 $(732,077) =========== ======== ======= ========= SCHRODER TOTAL RETURN FIXED INCOME FUND OPTION FUTURES DERIVATIVES NOT ACCOUNTED FOR AS HEDGING INSTRUMENTS CONTRACTS CONTRACTS TOTAL - ---------------------------------------------------- --------- --------- -------- Interest rate contracts $(21,457) $271,736 $250,279 -------- -------- -------- Total $(21,457) $271,736 $250,279 ======== ======== ======== Change in unrealized appreciation (depreciation) on derivatives recognized in income: SCHRODER INTERNATIONAL ALPHA FUND EQUITY-LINKED DERIVATIVES NOT ACCOUNTED FOR AS HEDGING INSTRUMENTS WARRANTS TOTAL - ---------------------------------------------------- ------------- ---------- Equity contracts $1,187,351 $1,187,351 ---------- ---------- Total $1,187,351 $1,187,351 ========== ========== SCHRODER EMERGING MARKET EQUITY FUND EQUITY-LINKED DERIVATIVES NOT ACCOUNTED FOR AS HEDGING INSTRUMENTS WARRANTS TOTAL - ---------------------------------------------------- ------------- ---------- Equity contracts $287,208 $287,208 -------- -------- Total $287,208 $287,208 ======== ======== SCHRODER NORTH AMERICAN EQUITY FUND FUTURES FORWARD FOREIGN DERIVATIVES NOT ACCOUNTED FOR AS HEDGING INSTRUMENTS CONTRACTS CURRENCY CONTRACTS TOTAL - ---------------------------------------------------- ---------- ------------------ ---------- Foreign exchange contracts $ -- $(219,713) $ (219,713) Equity contracts 6,229,047 -- 6,229,047 ---------- --------- ---------- Total $6,229,047 $(219,713) $6,009,334 ========== ========= ========== 82 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2009 SCHRODER MULTI-ASSET GROWTH PORTFOLIO FUTURES FORWARD FOREIGN SWAP DERIVATIVES NOT ACCOUNTED FOR AS HEDGING INSTRUMENTS CONTRACTS CURRENCY CONTRACTS CONTRACTS TOTAL - ---------------------------------------------------- --------- ------------------ --------- --------- Foreign exchange contracts $ -- $(204,666) $ -- $(204,666) Equity contracts 437,786 -- 7,568 445,354 Interest rate contracts (11,495) -- -- (11,495) -------- --------- ------ --------- Total $426,291 $(204,666) $7,568 $ 229,193 ======== ========= ====== ========= SCHRODER TOTAL RETURN FIXED INCOME FUND FUTURES DERIVATIVES NOT ACCOUNTED FOR AS HEDGING INSTRUMENTS CONTRACTS TOTAL - ---------------------------------------------------- --------- --------- Interest rate contracts $(228,185) $(228,185) --------- --------- Total $(228,185) $(228,185) ========= ========= NOTE 5 -- REDEMPTION FEE The Schroder International Alpha Fund, Schroder International Diversified Value Fund, Schroder Emerging Market Equity Fund, Schroder U.S. Opportunities Fund, Schroder U.S. Small and Mid Cap Opportunities Fund and Schroder Multi-Asset Growth Portfolio generally impose a 2.00% redemption fee on shares redeemed (including in connection with an exchange) two months or less from their date of purchase. These fees, which are not sales charges, are retained by the Funds and not paid to Schroder Advisors or any other entity. The redemption fees are included in the Statements of Changes in Net Assets under "Redemption fees," and are included as part of "Capital paid-in" on the Statements of Assets and Liabilities. The redemption fees paid to the Schroder International Alpha Fund, Schroder International Diversified Value Fund, Schroder Emerging Market Equity Fund, Schroder U.S. Opportunities Fund, Schroder U.S. Small and Mid Cap Opportunities Fund and Schroder Multi-Asset Growth Portfolio for the year ended October 31, 2009 totaled $17,628, $1,185, $28,361, $3,403, $1,277 and $1,161, respectively. NOTE 6 -- TRANSACTIONS WITH AFFILIATES TRUSTEES' FEES: The Funds pay no compensation to Trustees who are interested persons of the Trusts, SIMNA or Schroder Advisors. For their services as Trustees of all open-end investment companies distributed by Schroder Advisors for the year ended October 31, 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. NOTE 7 -- INVESTMENT TRANSACTIONS Purchases and proceeds from sales and maturities of investments, excluding short-term securities for each Fund, for the year ended October 31, 2009 were as follows: PURCHASES SALES AND MATURITIES ------------ -------------------- Schroder International Alpha Fund ................... $ 58,195,962 $ 48,653,694 Schroder International Diversified Value Fund ....... 11,634,554 12,098,615 Schroder Emerging Market Equity Fund ................ 40,618,799 22,710,355 Schroder U.S. Opportunities Fund .................... 90,366,256 124,848,835 Schroder U.S. Small and Mid Cap Opportunities Fund .. 34,302,168 14,722,591 Schroder North American Equity Fund ................. 306,595,574 404,490,846 Schroder Total Return Fixed Income Fund ............. 119,681,382 66,899,497 Schroder Multi-Asset Growth Portfolio ............... 4,033,925 15,314,165 83 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2009 Purchases and proceeds from sales and maturities of U.S. Government securities for the year ended October 31, 2009 were as follows: PURCHASES SALES AND MATURITIES ------------ -------------------- Schroder Total Return Fixed Income Fund .......... $561,966,711 $536,916,454 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 year ended October 31, 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 FROM AFFILIATED REGISTERED REALIZED AFFILIATED INVESTMENT COMPANY CONTRIBUTIONS WITHDRAWALS LOSSES INVESTMENTS - --------------------- ------------- ----------- ----------- ----------- Schroder U.S. Small and Mid Cap Opportunities Fund .. $661,037 $2,292,098 $(1,280,596) $ -- Schroder Emerging Market Equity Fund ................ 72,140 638,330 (648,037) 557 Schroder International Alpha Fund ................... 21,273 1,666,877 (963,692) 21,273 Schroder International Diversified Value Fund ....... 108,033 1,010,817 (905,382) 69,626 NOTE 8 -- 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, related to the period from inception of May 23, 2008, was estimated as if the Fund filed on a separate return basis. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These book/tax differences are either temporary or permanent in nature. Any permanent differences, which may result in distribution reclassifications, are primarily due to differing treatments for gains resulting from redemptions in-kind, paydown gains and losses, investments in passive foreign investment companies, reclassifications of long-term capital gain distributions on real estate investment trust securities, partnership and swap investments, net operating losses and foreign currency transactions. Distributions from short-term gains and from gains on foreign currency transactions are treated as distributions from ordinary income for tax purposes. At October 31, 2009, the Funds reclassified the following permanent amounts between capital paid-in, undistributed net investment income and accumulated realized gain (loss): INCREASE (DECREASE) INCREASE (DECREASE) UNDISTRIBUTED ACCUMULATED DECREASE NET INVESTMENT INCOME REALIZED GAIN (LOSS) CAPITAL PAID-IN --------------------- -------------------- --------------- Schroder International Alpha Fund .............. $ 370 $ (370) $ -- Schroder International Diversified Value Fund .. 64,011 (64,011) -- Schroder Emerging Market Equity Fund ........... (12,745) 12,745 -- Schroder U.S. Opportunities Fund ............... 701,532 (86,671) (614,861) 84 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2009 INCREASE (DECREASE) INCREASE (DECREASE) UNDISTRIBUTED ACCUMULATED DECREASE NET INVESTMENT INCOME REALIZED GAIN (LOSS) CAPITAL PAID-IN --------------------- -------------------- --------------- Schroder U.S. Small and Mid Cap Opportunities Fund .......................................... $ 14,374 $ (5,049) $ (9,325) Schroder North American Equity Fund .............. (388,339) 18,849,565 (18,461,226) Schroder Total Return Fixed Income Fund .......... (2,690) 2,690 -- Schroder Multi-Asset Growth Portfolio ............ 168,855 (168,855) -- The tax character of dividends and distributions declared during the years ended October 31, 2009 and October 31, 2008 was as follows: ORDINARY LONG-TERM INCOME CAPITAL GAIN TOTAL ----------- ------------ ------------ Schroder International Alpha Fund 2009 .......................................... $ 333,371 $ -- $ 333,371 2008 .......................................... 958,846 -- 958,846 Schroder International Diversified Value Fund 2009 .......................................... 387,653 -- 387,653 2008 .......................................... 1,796,852 347,610 2,144,462 Schroder Emerging Market Equity Fund 2009 .......................................... 14,779 -- 14,779 2008 .......................................... 2,275,689 1,230,055 3,505,744 Schroder U.S. Opportunities Fund 2009 .......................................... -- -- -- 2008 .......................................... 5,039,977 22,631,107 27,671,084 Schroder U.S. Small and Mid Cap Opportunities Fund 2009 .......................................... -- -- -- 2008 .......................................... 311,839 386,347 698,186 Schroder North American Equity Fund 2009 .......................................... 12,821,224 -- 12,821,224 2008 .......................................... 28,675,160 77,583,254 106,258,414 Schroder Total Return Fixed Income Fund 2009 .......................................... 5,527,511 476,922 6,004,433 2008 .......................................... 3,069,846 35,383 3,105,229 Schroder Multi-Asset Growth Portfolio 2009 .......................................... 789,551 -- 789,551 As of October 31, 2009, the components of distributable earnings (accumulated losses) on a tax basis were as follows: TOTAL DISTRIBUTABLE UNDISTRIBUTED CAPITAL UNREALIZED OTHER EARNINGS ORDINARY LOSS APPRECIATION TEMPORARY (ACCUMULATED INCOME CARRYFORWARD (DEPRECIATION) DIFFERENCES LOSSES) ------------- ------------- -------------- ----------- ------------- Schroder International Alpha Fund ........ $ 906,736 $ (18,134,885) $ 7,132,245 $ 1,372 $ (10,094,532) Schroder International Diversified Value Fund ............................ 316,951 (3,604,956) 76,648 (30,104) (3,241,461) Schroder Emerging Market Equity Fund ..... 329,221 (4,105,624) 5,011,555 (16,345) 1,218,807 Schroder U.S. Opportunities Fund ......... -- (33,631,998) 16,452,395 7 (17,179,596) Schroder U.S. Small and Mid Cap Opportunities Fund .................... -- (1,694,220) 3,188,123 (13,234) 1,480,669 Schroder North American Equity Fund ...... 5,164,287 (110,491,358) (22,599,226) (88,404) (128,014,701) Schroder Total Return Fixed Income Fund .. 2,120,820 -- 5,479,860 (517,894) 7,082,786 Schroder Multi-Asset Growth Portfolio .... 94,116 (10,655,406) 216,671 (59,156) (10,403,775) 85 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2009 As of October 31, 2009, 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, except for Schroder Emerging Market Equity Fund, which may be subject to annual limitations: EXPIRATION DATES AMOUNT OCTOBER 31, ----------- ----------- Schroder International Alpha Fund ................... $ 2,618,789 2010 913,762 2011 2,965,067 2016 11,637,267 2017 Schroder International Diversified Value Fund ....... 109,889 2016 3,495,067 2017 Schroder Emerging Market Equity Fund ................ 949,933 2016 3,155,691 2017 Schroder U.S. Opportunities Fund .................... 6,743,042 2016 26,888,956 2017 Schroder U.S. Small and Mid Cap Opportunities Fund .. 819,456 2016 874,764 2017 Schroder North American Equity Fund ................. 41,332,728 2016 69,158,630 2017 Schroder Multi-Asset Growth Portfolio ............... 3,192,418 2016 7,462,988 2017 At October 31, 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 ................... $ 48,593,468 $ 9,143,160 $ (2,013,820) $ 7,129,340 Schroder International Diversified Value Fund ....... 10,448,380 1,062,015 (985,615) 76,400 Schroder Emerging Market Equity Fund ................ 43,054,023 6,884,070 (1,875,689) 5,008,381 Schroder U.S. Opportunities Fund .................... 150,268,910 23,748,213 (7,295,818) 16,452,395 Schroder U.S. Small and Mid Cap Opportunities Fund .. 41,037,690 4,184,914 (996,757) 3,188,157 Schroder North American Equity Fund ................. 396,678,311 24,445,844 (47,115,586) (22,669,742) Schroder Total Return Fixed Income Fund ............. 194,421,311 5,776,655 (267,994) 5,508,661 Schroder Multi-Asset Growth Portfolio ............... 6,514,835 912,095 (729,337) 182,758 NOTE 9 -- 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. 86 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) OCTOBER 31, 2009 NOTE 10 -- BENEFICIAL INTEREST The following table shows the number of shareholders each owning of record, or to the knowledge of the Funds beneficially, 5% or more of shares of a Fund outstanding as of October 31, 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 ----------------------- NUMBER % OF FUND HELD ------ -------------- Schroder International Alpha Fund .................... 4 90.10% Schroder International Diversified Value Fund ........ 3 97.54 Schroder Emerging Market Equity Fund ................. 6 87.70 Schroder U.S. Opportunities Fund ..................... 3 79.63 Schroder U.S. Small and Mid Cap Opportunities Fund ... 8 86.28 Schroder North American Equity Fund .................. 6 82.63 Schroder Total Return Fixed Income Fund .............. 10 83.46 Schroder Multi-Asset Growth Portfolio ................ 3 98.20 Some of the accounts shown above for Schroder International Alpha Fund, Schroder International Diversified Value Fund, Schroder North American Equity Fund and Schroder Multi-Asset Growth Portfolio are owned by an affiliate of SIMNA. NOTE 11 -- 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 that 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 October 31, 2009. NOTE 12 -- CAPITAL SHARE TRANSACTIONS Capital share transactions for the Funds were as follows: INTERNATIONAL INTERNATIONAL DIVERSIFIED EMERGING MARKET ALPHA FUND VALUE FUND EQUITY FUND --------------------- ------------------ --------------------- 2009 2008 2009 2008 2009 2008 ---------- -------- -------- ------- ---------- -------- INVESTOR SHARES: Sales of shares ................. 337,966 351,750 14,444 282,628 2,028,125 642,134 Reinvestment of distributions ... 26,500 40,026 68,576 184,373 2,155 230,257 Redemption of shares ............ (959,796) (150,536) (213,007) (84,401) (1,412,442) (90,216) ---------- -------- -------- ------- ---------- -------- Net increase (decrease) in Investor Shares .............. (595,330) 241,240 (129,987) 382,600 617,838 782,175 ========== ======== ======== ======= ========== ======== ADVISOR SHARES: Sales of shares ................. 3,235,665 469,751 37,996 50,881 1,335,904 329,402 Reinvestment of distributions ... 24,919 36,416 6,481 24,459 -- 18,455 Redemption of shares ............ (1,169,019) (317,143) (12,551) (59,364) (249,212) (340,781) ---------- -------- -------- ------- ---------- -------- Net increase in Advisor Shares .. 2,091,565 189,024 31,926 15,976 1,086,692 7,076 ========== ======== ======== ======= ========== ======== 87 SCHRODER MUTUAL FUNDS NOTES TO FINANCIAL STATEMENTS (CONCLUDED) OCTOBER 31, 2009 U.S. SMALL U.S. OPPORTUNITIES AND MID CAP NORTH AMERICAN FUND OPPORTUNITIES FUND EQUITY FUND ----------------------- -------------------- ------------------------ 2009 2008 2009 2008 2009 2008 ---------- ---------- --------- -------- ----------- ---------- INVESTOR SHARES: Sales of shares ................ 767,206 984,467 3,192,731 712,839 2,909,053 3,916,897 Reinvestment of distributions .. -- 1,238,726 -- 55,239 1,200,557 8,423,399 Redemption of shares ........... (3,125,016) (2,802,194) (849,343) (71,717) (9,487,201) (3,625,013) Redemption of shares in-kind ... -- -- -- -- (12,491,720) (4,373,826) ---------- -------- --------- ------- ----------- --------- Net increase (decrease) in Investor Shares ............. (2,357,810) (579,001) 2,343,388 696,361 (17,869,311) 4,341,457 ========== ======== ========= ======= =========== ========= ADVISOR SHARES: Sales of shares ................ 35,407 28,434 393,426 12,224 690 2,088 Reinvestment of distributions .. -- 24,017 -- 7,746 419 1,565 Redemption of shares ........... (92,387) (73,488) (36,809) (104,345) (282) -- ---------- -------- --------- ------- ----------- --------- Net increase (decrease) in Advisor Shares .............. (56,980) (21,037) 356,617 (84,375) 827 3,653 ========== ======== ========= ======= =========== ========= TOTAL RETURN FIXED INCOME FUND --------------------- 2009 2008 ---------- -------- INVESTOR SHARES: Sales of shares .................. 8,844,502 108,534 Reinvestment of distributions .... 539,766 309,996 Redemption of shares ............. (1,563,755) (142,808) ---------- -------- Net increase in Investor Shares .. 7,820,513 275,722 ========== ======== ADVISOR SHARES: Sales of shares .................. 956,614 30,531 Reinvestment of distributions .... 16,397 3,447 Redemption of shares ............. (404,990) (16,828) ---------- -------- Net increase in Advisor Shares ................ 568,021 17,150 ========== ======== MULTI-ASSET GROWTH PORTFOLIO ---------------------- 2009 2008(a) ---------- --------- INVESTOR SHARES: Sales of shares ...................... 23,486 50,480 Reinvestment of distributions ........ 2,929 -- Redemption of shares ................. (241) -- ---------- --------- Net increase in Investor Shares ...... 26,174 50,480 ========== ========= A SHARES: Sales of shares ...................... 19,275 2,654,639 Reinvestment of distributions ........ 92,272 -- Redemption of shares ................. (2,413,563) (37,504) ---------- --------- Net increase (decrease) in A Shares .. (2,302,016) 2,617,135 ========== ========= ADVISOR SHARES: Sales of shares ...................... 19,514 380,201 Reinvestment of distributions ........ 20,583 -- Redemption of shares ................. (4,949) -- ---------- --------- Net increase in Advisor Shares .................... 35,148 380,201 ========== ========= R SHARES: Sales of shares ...................... -- 50,000 Reinvestment of distributions ........ 2,535 -- ---------- --------- Net increase in R Shares ............. 2,535 50,000 ========== ========= (a) Fund commenced investment activities on December 20, 2007. NOTE 13 -- SUBSEQUENT EVENTS The Trust has evaluated the need for disclosures and/or adjustments resulting from subsequent events through December 23, 2009, the date the financial statements were available to be issued. Based on this evaluation, no adjustments were required to the financial statements as of October 31, 2009. 88 SCHRODER MUTUAL FUNDS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Trustees and Shareholders of Schroder Global Series Trust, Schroder Capital Funds (Delaware) and Schroder Series Trust In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Schroder North American Equity Fund (constituting Schroder Global Series Trust), Schroder U.S. Opportunities Fund and Schroder International Alpha Fund (constituting Schroder Capital Funds (Delaware)) and Schroder International Diversified Value Fund, Schroder U.S. Small and Mid Cap Opportunities Fund, Schroder Emerging Market Equity Fund, Schroder Total Return Fixed Income Fund, and Schroder Multi-Asset Growth Portfolio (constituting part of Schroder Series Trust) (collectively referred to as the "Funds") at October 31, 2009, the results of each of their operations for the year then ended and the changes in each of their net assets and the financial highlights for each of the years or periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Funds' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Philadelphia, Pennsylvania December 23, 2009 89 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 twelve-month period ended June 30 is available without charge, upon request by calling 1-800-464-3108 and on the SEC's website at http://www.sec.gov. N-Q (UNAUDITED) The Funds file their complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds' Forms N-Q are available on the SEC's website at http://www.sec.gov, and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. INFORMATION REGARDING REVIEW AND APPROVAL OF INVESTMENT ADVISORY CONTRACTS (UNAUDITED) RENEWAL OF INVESTMENT ADVISORY AGREEMENTS FOR THE SCHRODER MUTUAL FUNDS The Advisory Agreements for all of the Schroder Mutual Funds (the "Funds") are subject to annual approval by the Trustees of the Funds. The Trustees meet over the course of the year with investment advisory personnel from Schroder Investment Management North American Inc. ("SIMNA") and regularly review detailed information regarding the investment program and performance of each Fund. The Trustees met in June 2009 to consider the continuation of the Advisory Agreements in respect of each of the Funds for the following year. The Trustees considered a number of factors, though they did not identify one particular factor alone that they considered determinative. Factors considered by the Trustees included those described below, among others. The Trustees considered the fees charged by SIMNA to the Funds under the Advisory Agreements (which fees, for this purpose, were considered to include the administrative fee paid by Schroder North American Equity Fund to Schroder Fund Advisors Inc.), and the fee payable by SIMNA to Schroder Investment Management North America Limited ("SIMNA Ltd.") as sub-advisor to Schroder Emerging Market Equity Fund, Schroder International Alpha Fund, Schroder International Diversified Value Fund, Schroder North American Equity Fund, and Schroder Multi-Asset Growth Portfolio out of the fees received by SIMNA with respect to such Funds. The Trustees also considered the total expense ratio of each of the Funds. The Trustees reviewed the information provided by SIMNA and compiled by the independent Lipper organization showing a comparison of SIMNA's fee rate for each Fund, as well as each Fund's expense ratio, compared to peer mutual funds having similar objectives, strategies, and asset sizes. The Trustees also considered information provided by SIMNA as to the fees charged by SIMNA to clients other than the Funds, including institutional separate accounts, offshore funds and mutual funds for which SIMNA serves as sub-advisor. The Trustees noted that the advisory and administrative fees charged by SIMNA to the Funds were generally fair compared to those paid by other clients of SIMNA and that SIMNA generally charges lower fees to third-party mutual funds for which SIMNA serves as sub-advisor. Representatives of SIMNA reviewed with the Trustees the reasons for the differences between the fees charged to the Funds and to those accounts, citing, among other things, the fact that the services and resources required of SIMNA where it sub-advises mutual funds sponsored by others are substantially less than in the case of the Funds, since many of the administrative and compliance oversight and regulatory responsibilities related to the management function are retained in part by the primary advisor. The Trustees also noted that in many cases the fees charged to SIMNA's separate account clients are lower than those charged to the Funds and in the one asset category where SIMNA manages a U.S. private fund, the advisory fees appear to be the same or lower than for the Funds. Representatives of SIMNA stated that this is primarily due to the fact that the compliance, legal, and administrative burdens of providing investment advice to mutual funds exceed those required to provide advisory services to non-mutual fund clients and that management of public mutual funds generally subjects SIMNA and SIMNA Ltd. to increased regulatory and enterprise risk. SIMNA management also reported that the Funds require the resources necessary to conduct daily valuation and to satisfy liquidity requirements, which is not necessarily the case for separate account clients. In one asset class, the fees charged to SIMNA's separate account clients exceeded those charged to the Funds. SIMNA management explained that it can be difficult and time-consuming to manage smaller accounts within the framework of its investment models, so SIMNA may charge institutional clients a premium for offering the customized services and reporting of a separate account. The Trustees also noted that, with respect 90 SCHRODER MUTUAL FUNDS INFORMATION REGARDING REVIEW AND APPROVAL OF INVESTMENT ADVISORY CONTRACTS (UNAUDITED) (CONTINUED) to SIMNA's offshore pooled vehicles, when advisory fees are charged at the fund level they appear to be at least the same as, but in most cases higher than, those charged to the Funds. The Trustees considered the profitability analysis with respect to each Fund for the years ended December 31, 2008 and December 31, 2007. This information showed the substantial costs to SIMNA of providing services to the Funds, and indicated that SIMNA had a net loss with respect to Schroder U.S. Small and Mid Cap Opportunities Fund, Schroder Emerging Market Equity Fund, Schroder International Diversified Value Fund, Schroder Total Return Fixed Income Fund, and Schroder Multi-Asset Growth Portfolio for the calendar year ended December 31, 2008. The Trustees considered that SIMNA's net profit from managing the Funds for the year ended December 31, 2007 had increased in size for the year ended December 31, 2008, and the Trustees concluded that the profitability of Schroder U.S. Opportunities Fund, Schroder International Alpha Fund and Schroder North American Equity Fund to SIMNA did not appear unreasonable in light of services rendered, competitiveness and performance. The Trustees considered whether economies of scale would likely be realized as the Funds grow and whether a reduction in the advisory fees paid by the Funds by means of breakpoints would be appropriate. They concluded that it did not appear necessary at this point for new breakpoints to be implemented, although they would continue to consider the matter in the future as the Funds grow. SIMNA noted that, at this time, any increased profit realized by the firm as the Funds grow enables SIMNA to devote greater resources to the management of the Funds, as well as to provide financial incentives for the portfolio managers, analysts, and other personnel who in many cases have alternative employment and business opportunities available to them. In addition, SIMNA noted that most of the Funds were small and, in its view, competitively priced, and that SIMNA believed that where it is recognizing profit from a product, the level of profitability is not excessive. The Trustees considered the fee waivers and/or expense limitations for the Funds, including the time periods during which the fee waivers would be in place and possible extensions of such fee waivers and/or expense limitations. SIMNA also noted that it had agreed to maintain fee waivers and expense limitations for most of the Funds. The Trustees noted that SIMNA's undertakings with respect to expense limitations and/or fee waivers are recognized by the Trustees in their review of SIMNA's advisory relationship with the Funds, while acknowledging that the focus of their review and determination is with respect to the contractual fee rates themselves. Representatives of SIMNA discussed with the Trustees in detail the methodology used by Lipper to select peer group funds for the Funds. The Trustees reviewed detailed fee and expense and performance information presented by Lipper for each of the Funds in connection with the proposed renewal of the Advisory Agreements. Representatives of SIMNA also discussed with the Trustees that certain Funds had higher non-management fee expenses than the median of the funds in their respective peer groups because many of the Funds were smaller than other funds in their respective peer groups, so fixed expenses, such as transfer agency expenses and audit expenses, were spread over a smaller amount of assets. Representatives of SIMNA also said that due to such Funds' relatively small size even a small change in net asset value can make a substantial impact on expenses and that some expenses do increase as net asset values increase, for instance expenses related to reprinting prospectuses. Representatives of SIMNA also noted that audit expenses and other fees that are shared by the Funds are allocated one-half to each Fund based on assets and one-half is evenly divided among the Funds, regardless of assets. The Trustees' review showed that Schroder North American Equity Fund is competitive both in its overall expense ratio and its performance, with contractual and actual management fees ranking first out of fourteen peer group funds, Investor Shares total expenses ranking in the first quintile and Advisor Shares total expenses ranking in the second quintile as measured by Lipper. They noted that Schroder North American Equity Fund's performance in the last year had suffered somewhat due to market conditions, but remained in the second quintile for all periods measured by Lipper since inception for Investor Shares and was in the third quintile in the last year for Advisor Shares. The review showed that Schroder International Diversified Value Fund has a limited performance history, and while its performance ranked behind that of the sole other peer group fund available for comparison by Lipper in the last year, it had outperformed this other fund since inception and that, although contractual management fees were higher than the median for the peer group, after fee waivers and expense limitations the Fund ranked second out of eight peer group funds for management fees actually paid, and first out of eight and fifth out of eight peer group funds for Investor and Advisor Shares total expenses, respectively. 91 SCHRODER MUTUAL FUNDS INFORMATION REGARDING REVIEW AND APPROVAL OF INVESTMENT ADVISORY CONTRACTS (UNAUDITED) (CONCLUDED) With respect to Schroder U.S. Opportunities Fund, it was noted that the Fund's contractual management fees are in the fifth quintile, and that performance has suffered recently, reflected by the Fund dropping from the first quintile in performance to the second quin-tile in performance for the last year, as measured by Lipper. While contractual management fees were above the median and the Fund ranked sixth and sixteenth out of seventeen peer funds in total expenses for Investor and Advisor Shares, respectively, management considered this reasonable given the limited capacity of the Fund, the Fund's investment strategy, and its historical strong performance. With respect to Schroder U.S. Small and Mid Cap Opportunities Fund, it was noted that the Fund has a limited performance history, but that performance since inception has been strong overall, and was in the second quintile in the last year and since inception, as measured by Lipper. It was also noted that, although the Fund's expenses were in the fourth and fifth quintile for Investor and Advisor Shares, respectively, that this was due at least in part, to the small size of the Fund. It was also noted that while the Fund's contractual management fees were in the fifth quintile, that actual management fees paid after waiver were in the second quintile, as measured by Lipper. As to Schroder International Alpha Fund, it was noted that although the contractual management fees were in the fifth quintile, that actual management fees paid were in the first quintile, total expenses were in the second and third quintiles for Investor and Advisor Shares, respectively, and the Fund's performance was first out of three peer group funds for the ten year historical period and third out of five peer group funds in the last year. With respect to Schroder Emerging Market Equity Fund, it was noted that while total expenses were in the third and fourth quin-tiles for Investor and Advisor Shares respectively, the Fund's performance has been consistently first out of all peer group funds in all periods measured by Lipper since inception, while contractual management fees were in the second quintile, and management fees actually paid were in the first quintile. In respect of Schroder Total Return Fixed Income Fund it was noted that the Fund has a competitive contractual management fee, being ranked second out of 17 peer group funds. It was also noted that in every period measured by Lipper since inception, the Fund has ranked in the first quintile for performance. For Schroder Multi-Asset Growth Portfolio, it was noted that the Fund has a limited operating history, but that contractual management fees ranked in the second quintile and performance since inception ranked in the third quintile, while for total expenses the Fund was ranked first out of six peer group funds. In addition, SIMNA noted that it had agreed to increase the waiver of its management fee compensation for Schroder Multi-Asset Growth Portfolio, although the overall fee waiver and expense limitation amount for the Fund remained the same, to reflect increased investments by the Fund in other Schroder mutual funds. Representatives of SIMNA also discussed with the Trustees the services provided to Schroder Multi-Asset Growth Portfolio, referring to the discussions they had had at earlier meetings with the Trustees regarding the asset-allocation, portfolio design, investment, and monitoring functions to be performed by SIMNA and SIMNA Ltd. for Schroder Multi-Asset Growth Portfolio. In summary, the Trustees considered the nature, extent and quality of the services provided by SIMNA and the non-advisory services provided by affiliates of SIMNA. In this regard, the Trustees took into account the experience of the Funds' portfolio management teams and of SIMNA's senior management, and the time and attention devoted by each to the Funds. After considering all the information described above, the Trustees at the meeting, including a majority of the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Funds or SIMNA, in concluding that each of the Fund's fees appeared reasonable, unanimously voted to approve the continuation of the Advisory Agreements in respect of each of the Funds, including the advisory fees proposed in connection with that continuation. 92 SCHRODER MUTUAL FUNDS DISCLOSURE OF FUND EXPENSES (UNAUDITED) We believe it is important for you to understand the impact of fees regarding your investment. All mutual funds have operating expenses. As a shareholder of the Fund, you incur ongoing costs, which include, among others, costs for portfolio management, administrative services, and shareholder reports (like this one), and in the case of Advisor, A and R Shares, distribution (12b-1) fees. Operating expenses, which are deducted from a fund's gross income, directly reduce the investment return of the fund. A fund's expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period. The table below illustrates your Fund's costs in two ways. - - ACTUAL EXPENSES. This section helps you to estimate the actual expenses after fee waivers that you paid over the period. The "Ending Account Value" shown is derived from the Fund's actual return, and the fourth column shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your Fund under the heading "Expenses Paid During Period." - - HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES. This section is intended to help you compare your Fund's costs with those of other mutual funds. It assumes that the Fund had a return of 5% before expenses during the year, and that it incurred expenses at the rate of which it in the past incurred expenses. In this case, because the return used is not the Fund's actual return, the results may not be used to estimate the actual ending balance of an account in the Fund over the period or expenses you actually paid. The example is useful in making comparisons because the SEC requires all mutual funds to calculate expenses in this table based on a 5% return. You can assess your Fund's costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect any transactional costs such as redemption fees, which are described in the Prospectus. If this fee were applied to your account, your costs would be higher. Beginning Ending Net Expenses Account Account Annualized Paid Value Value Expense During 5/1/09 10/31/09 Ratios Period* --------- --------- ---------- -------- Schroder International Alpha Fund Actual Return Investor Shares $1,000.00 $1,335.30 1.15% $6.77 Advisor Shares 1,000.00 1,330.90 1.40% $8.23 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,019.41 1.15% $5.85 Advisor Shares 1,000.00 1,018.15 1.40% $7.12 Schroder International Diversified Value Fund Actual Return Investor Shares $1,000.00 $1,387.70 1.15% $6.92 Advisor Shares 1,000.00 1,387.70 1.40% $8.43 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,019.41 1.15% $5.85 Advisor Shares 1,000.00 1,018.15 1.40% $7.12 93 SCHRODER MUTUAL FUNDS DISCLOSURE OF FUND EXPENSES (UNAUDITED) (CONTINUED) Beginning Ending Net Expenses Account Account Annualized Paid Value Value Expense During 5/1/09 10/31/09 Ratios Period* --------- --------- ---------- -------- Schroder Emerging Market Equity Fund Actual Return Investor Shares $1,000.00 $1,381.20 1.25% $7.50 Advisor Shares 1,000.00 1,383.90 1.50 9.01 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,018.90 1.25% $6.36 Advisor Shares 1,000.00 1,017.64 1.50 7.63 Schroder U.S. Opportunities Fund Actual Return Investor Shares $1,000.00 $1,177.80 1.42% $7.79 Advisor Shares 1,000.00 1,175.60 1.67 9.16 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,018.05 1.42% $7.22 Advisor Shares 1,000.00 1,016.79 1.67 8.49 Schroder U.S. Small and Mid Cap Opportunities Fund Actual Return Investor Shares $1,000.00 $1,169.80 1.05% $5.74 Advisor Shares 1,000.00 1,168.60 1.30 7.11 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,019.91 1.05% $5.35 Advisor Shares 1,000.00 1,018.65 1.30 6.61 Schroder North American Equity Fund Actual Return Investor Shares $1,000.00 $1,205.70 0.43% $2.39 Advisor Shares 1,000.00 1,202.70 0.78 4.33 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,023.04 0.43% $2.19 Advisor Shares 1,000.00 1,021.27 0.78 3.97 Schroder Total Return Fixed Income Fund Actual Return Investor Shares $1,000.00 $1,060.30 0.40% $2.08 Advisor Shares 1,000.00 1,059.00 0.65 3.37 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,023.19 0.40% $2.04 Advisor Shares 1,000.00 1,021.93 0.65 3.31 94 SCHRODER MUTUAL FUNDS DISCLOSURE OF FUND EXPENSES (UNAUDITED) (CONCLUDED) Beginning Ending Net Expenses Account Account Annualized Paid Value Value Expense During 5/1/09 10/31/09 Ratios Period* --------- --------- ---------- -------- Schroder Multi-Asset Growth Portfolio Actual Return Investor Shares $1,000.00 $1,211.00 1.25% $6.97 A Shares 1,000.00 1,209.20 1.50 8.35 Advisor Shares 1,000.00 1,209.50 1.50 8.35 R Shares 1,000.00 1,208.00 1.75 9.74 Hypothetical Example for Comparison Purposes Investor Shares $1,000.00 $1,018.90 1.25% $6.36 A Shares 1,000.00 1,017.64 1.50 7.63 Advisor Shares 1,000.00 1,017.64 1.50 7.63 R Shares 1,000.00 1,016.38 1.75 8.89 * Expenses are equal to the Fund's annualized expense ratio multiplied by the average account value over the account period, multiplied by 184/365 (to reflect the one-half year period). 95 SCHRODER MUTUAL FUNDS TRUSTEES AND OFFICERS (UNAUDITED) Additional information regarding the Trustees is included in the Funds' Statements of Additional Information, which are available free of charge by calling (800) 464-3108. TERM OF OFFICE AND POSITION(S) LENGTH NAME, AGE HELD WITH THE OF TIME AND ADDRESS TRUSTS SERVED - -------------------------- ------------------------ --------------------------- TRUSTEES Peter S. Knight*, 58 Trustee Indefinite 875 Third Avenue, 22nd Fl. (All Trusts) Since 1993 (SCF(D) and SST) New York, NY 10022 Since 2003 (SGST) Catherine A. Mazza+, 49 Trustee and Indefinite 875 Third Avenue, 22nd Fl. Chairman Since 2003 (SGST) New York, NY 10022 (All Trusts) Since 2006 (SCF(D) and SST) William L. Means*, 73 Trustee Indefinite 875 Third Avenue, 22nd Fl. (All Trusts) Since 1997 (SCF(D) and SST) New York, NY 10022 Since 2006 (SGST) James D. Vaughn*, 64 Trustee Indefinite 875 Third Avenue, 22nd Fl. (All Trusts) Since 2003 New York, NY 10022 - ---------- * Also serves as a member of the Audit Committees for each Trust on which they serve. + Trustee deemed to be an "interested person" of the Trusts as defined in the Investment Company Act are referred to as an "Interested Trustee." Ms. Mazza is an Interested Trustee due to her status as an officer and employee of Schroder Investment Management North America Inc., the Trust's investment advisor and its affiliates. 96 SCHRODER MUTUAL FUNDS NUMBER OF SERIES OTHER PRINCIPAL IN FUND COMPLEX DIRECTORSHIPS OCCUPATION(S) OVERSEEN BY HELD BY DURING PAST 5 YEARS BOARD MEMBER(a) BOARD MEMBER - ----------------------------------------------- ---------------- --------------------------------------- Director, Schroder Credit Renaissance Fund, LP; 10 Medicis; PAR Pharmaceuticals; Entremed; Director, Schroder UK Long/Short Fund Ltd.; Generation Investment Management Global President, Generation Investment Management Equity Fund LLP. U.S. Formerly, Director, Schroder Japanese Long/Short Fund; Director, Schroder Alternative Strategies Fund; Managing Director, MetWest Financial (financial services); President, Sage Venture Partners (investing); and Partner, Wunder, Knight, Forcsey & DeVierno (law firm). Senior Vice President, Schroder Investment 10 None Management North American Inc. ("Schroders"); President and Director, Schroder Fund Advisors Inc. Formerly, President and Chief Executive Officer of Schroder Capital Funds (Delaware) and Schroder Series Trust. Retired. 10 None Retired. Formerly, Managing Partner, 10 AMG National Trust Bank. Deloitte & Touche USA, LLP -- Denver (accounting). - ---------- (a) The "Fund Complex" includes all series of Schroder Capital Funds (Delaware), Schroder Series Trust and Schroder Global Series Trust. 97 SCHRODER MUTUAL FUNDS TRUSTEES AND OFFICERS (UNAUDITED) TERM OF OFFICE AND POSITION(S) LENGTH NAME, AGE HELD WITH THE OF TIME AND ADDRESS TRUSTS SERVED - -------------------------- ------------------------ --------------------------- OFFICERS Mark A. Hemenetz, 53 President and Indefinite 875 Third Avenue, 22nd Fl. Principal Executive Since 2004 New York, NY 10022 Officer Alan M. Mandel, 52 Treasurer and Principal Indefinite 875 Third Avenue, 22nd Fl. Financial and Accounting Since 1998 (SST and SCF(D); New York, NY 10022 Officer Since 2003 (SGST) Stephen M. DeTore, 58 Chief Compliance Officer Indefinite 875 Third Avenue, 22nd Fl. Since 2005 New York, NY 10022 William Sauer, 46 Vice President Indefinite 875 Third Avenue, Since 2008 New York, NY 10022 Carin F. Muhlbaum, 47 Vice President Indefinite 875 Third Avenue, 22nd Fl. Vice President since 1998 New York, NY 10022 (SST and (SCF(D); Vice President since 2003 (SGST) Abby Ingber, 46 Chief Legal Officer Indefinite 875 Third Avenue, 22nd Fl. and Secretary/Clerk Chief Legal Officer since 2006 New York, NY 10022 Secretary/Clerk since 2007 Angel Lanier, 48 Assistant Secretary Indefinite 875 Third Avenue, 22nd Fl. Since 2005 New York, NY 10022 98 SCHRODER MUTUAL FUNDS PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS - ----------------------------------------------- Chief Operating Officer Americas, Schroder; Chairman and Director, Schroder Fund Advisors Inc. Formerly, Executive Vice President and Director of Investment Management, Bank of New York. Head of Fund Administration, Schroders; Director, Schroder Fund Advisors, Inc. Chief Compliance Officer, Schroders; Senior Vice President and Director, Schroder Fund Advisors Inc. Formerly, Deputy General Counsel, Gabelli Asset Management, Inc.; Associate General Counsel, Gabelli Asset Management, Inc.; Assistant Director, Office of Examination Support, U.S. Securities and Exchange Commission. Head of Investor Services, Schroders. Formerly, Vice President, The Bank of New York. General Counsel and Chief Administrative Officer, Schroders; Senior Vice President, Director, Secretary and General Counsel, Schroder Fund Advisors Inc. Deputy General Counsel, Schroders. Formerly, Senior Counsel, TIAA-CREF. Legal Assistant, Schroders; Assistant Vice President, Schroder Fund Advisors Inc. Formerly, Associate, Schroders. 99 SCHRODER MUTUAL FUNDS NOTICE TO SHAREHOLDERS (UNAUDITED) For shareholders who do not have an October 31, 2009 tax year end, this notice is for informational purposes only. For shareholders with an October 31, 2009 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended October 31, 2009, each Fund has designated the following items with regard to distributions paid during the year. QUALIFYING LONG TERM ORDINARY FOR CORPORATE CAPITAL GAIN INCOME TOTAL DIVIDENDS REC. FUND DISTRIBUTION DISTRIBUTIONS DISTRIBUTIONS DEDUCTIONS (1) - ---- ------------ ------------- ------------- -------------- Schroder International Alpha Fund (a) .............. 0.00% 100.00% 100.00% 0.00% Schroder International Diversified Value Fund (b) .. 0.00% 100.00% 100.00% 0.00% Schroder Emerging Market Equity Fund (c) ............. 0.00% 100.00% 100.00% 0.00% Schroder U.S. Opportunities Fund .......... 0.00% 0.00% 0.00% 0.00% Schroder U.S. Small and Mid Cap Opportunities Fund .. 0.00% 0.00% 0.00% 0.00% Schroder North American Equity Fund ................. 0.00% 100.00% 100.00% 100.00% Schroder Total Return Fixed Income Fund ........... 8.24% 91.76% 100.00% 0.00% Schroder Multi-Asset Growth Portfolio ............ 0.00% 100.00% 100.00% 0.05% QUALIFYING U.S. QUALIFYING QUALIFYING DIVIDEND GOVERNMENT INTEREST SHORT-TERM FUND INCOME (2) INTEREST (3) INCOME (4) CAPITAL GAIN (5) - ---- ---------- ------------ ---------- ---------------- Schroder International Alpha Fund (a) .............. 100.00% 0.00% 1.10% 0.00% Schroder International Diversified Value Fund (b) .. 96.23% 0.00% 1.02% 0.00% Schroder Emerging Market Equity Fund (c) ............. 94.76% 0.00% 0.22% 0.00% Schroder U.S. Opportunities Fund .......... 0.00% 0.00% 0.00% 0.00% Schroder U.S. Small and Mid Cap Opportunities Fund .. 0.00% 0.00% 0.00% 0.00% Schroder North American Equity Fund ................. 100.00% 0.00% 1.08% 0.00% Schroder Total Return Fixed Income Fund ........... 0.00% 8.11% 49.25% 100.00% Schroder Multi-Asset Growth Portfolio ............ 76.37% 1.06% 75.47% 0.00% (1) Qualifying dividends represent dividends that qualify for the corporate dividends received deduction and are reflected as a percentage of "Ordinary Income Distributions." (2) The percentage in this column represents the amount of "Qualifying Dividend Income" as created by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and is reflected as a percentage of "Ordinary Income Distributions." It is the intention of each of the aforementioned Funds to designate the maximum amount permitted by law. (3) "U.S. Government Interest" represents the amount of interest that was derived from direct U.S. Government Obligations and distributed during the fiscal year. This amount is reflected as a percentage of total ordinary income distributions (the total of short-term capital gain and net investment income distributions). Generally, interest from direct U.S. Government Obligations is exempt from state income tax. (4) The percentage in this column represents the amount of "Qualifying Interest Income" as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of net investment income distributions that are exempt from U.S. withholding tax when paid by foreign investors. (5) The percentage in this column represents the amount of "Qualifying Short-Term Capital Gain" as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of short-term capital gain distributions that are exempt from U.S. withholding tax when paid by foreign investors. (a) The Fund intends to pass through a foreign tax credit to shareholders. For fiscal year ended 2009, the total amount of gross foreign source income is $1,432,715. The total amount of foreign tax to be paid is $126,386. Your allocable share of the foreign tax credit will be reported on Form 1099 DIV. (b) The Fund intends to pass through a foreign tax credit to shareholders. For fiscal year ended 2009, the total amount of gross foreign source income is $410,413. The total amount of foreign tax to be paid is $42,218. Your allocable share of the foreign tax credit will be reported on Form 1099 DIV. (c) The Fund intends to pass through a foreign tax credit to shareholders. For fiscal year ended 2009, the total amount of gross foreign source income is $664,456. The total amount of foreign tax to be paid is $64,307. Your allocable share of the foreign tax credit will be reported on Form 1099 DIV. 100 SCHRODER MUTUAL FUNDS NOTICE TO SHAREHOLDERS (UNAUDITED) (CONCLUDED) On December 11, 2009 the following Funds made the following per share income distributions to the shareholders of record as of December 10, 2009: NET INVESTMENT INCOME ---------- Schroder International Alpha Fund Investor Shares ............................. $0.1698 Advisor Shares .............................. 0.1510 Schroder International Diversified Value Fund Investor Shares ............................. 0.2657 Advisor Shares .............................. 0.2525 Schroder Emerging Market Equity Fund Investor Shares ............................. 0.0646 Advisor Shares .............................. 0.0593 Schroder North American Equity Fund Investor Share .............................. 0.1454 Advisor Shares .............................. 0.1218 Schroder Multi-Asset Growth Portfolio Investor Shares ............................. 0.1935 A Shares .................................... 0.1607 Advisor Shares .............................. 0.1771 R Shares .................................... 0.1600 On December 21, 2009, the following Fund made the following short-term capital gains distributions to the shareholders of record as of December 21, 2009. CAPITAL GAINS ------- Schroder Total Return Fixed Income Fund Investor Shares .......................... $0.1006 Advisor Shares ........................... 0.1006 101 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; and - - 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 52692 (SCHRODERS LOGO) ITEM 2. CODE OF ETHICS. The registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer and principal accounting officer. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a)(1) The registrant's board of trustees has determined that the registrant has at least one audit committee financial expert serving on the audit committee. (a)(2) The audit committee financial expert is James D. Vaughn. Mr. Vaughn is independent as defined in Form N-CSR Item 3(a)(2). ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. PricewaterhouseCoopers LLP billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows: 2009 2008 ------------------------------------------------ --------------------------------------------------- All fees and All other fees All fees and All other fees services to and services to services to and services to All fees and service service All fees and service service services to the affiliates affiliates that services to the affiliates that affiliates that Trust that were that were did not require Trust that were were did not require pre-approved pre-approved pre-approval pre-approved pre-approved pre-approval --------------- ------------ --------------- --------------- --------------- --------------- (a) Audit $57,404 N/A $ 31,000 $56,420 N/A $ 31,000 Fees (b) Audit-Related $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Fees (c) Tax Fees $ 7,885(1) $ 0 $209,633(2) $7,885(1) $ 0 $148,000(2) (d) All Other $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Fees Notes: (1) Tax return preparation fees. (2) Tax compliance services provided to service affiliates of the Funds. (e)(1) The Audit Committee pre-approves, to the extent required by applicable regulations (including paragraph (c)(7) of Rule 2-01 of Regulation S-X), (i) all audit and permitted non-audit services rendered by the independent accountants to the registrant and (ii) all non-audit services rendered by the independent accountants to the registrant's investment adviser and to certain affiliates of the investment adviser. (e)(2) Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows: 2009 2008 ---- ---- Audit-Related Fees n/a n/a Tax Fees 0% 0% All Other Fees n/a n/a (f) Not applicable. (g) The aggregate non-audit fees and services billed by PricewaterhouseCoopers LLP for the last two fiscal years were $xxx and $155,885 for 2009 and 2008, respectively. (h) Not applicable. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable to open-end management investment companies. ITEM 6. SCHEDULE OF INVESTMENTS Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to open-end management investment companies. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable to open-end management investment companies. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report on Form N-CSR, that the design and operation of such procedures are effective to provide reasonable assurance that information required to be disclosed by the investment company on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. (b) There have been no changes in the registrant's internal control over financial reporting during the period from August 1, 2009 through October 31, 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) Code of Ethics attached hereto. (a)(2) A separate certification for the principal executive officer and the principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(a)), are filed herewith. (b) Officer certifications as required by Rule 30a-2(b) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(b)) also accompany this filing as an Exhibit. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Schroder Capital Funds (Delaware) By (Signature and Title)* /s/ Mark A. Hemenetz ---------------------------------------- Mark A. Hemenetz Principal Executive Officer Date January 6, 2010 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ Mark A. Hemenetz ---------------------------------------- Mark A. Hemenetz Principal Executive Officer Date January 6, 2010 By (Signature and Title)* /s/ Alan M. Mandel ---------------------------------------- Alan M. Mandel Treasurer and Chief Financial Officer Date January 6, 2010 * Print the name and title of each signing officer under his or her signature.