SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
<PAGE>

                             SCHRODER SERIES TRUST
                    SCHRODER SMALL CAPITALIZATION VALUE FUND
                          875 Third Avenue, 22nd Floor
                            New York, New York 10022

                                                                   July __, 2004

Dear Shareholder:

         You are cordially invited to attend a meeting of shareholders of
Schroder Small Capitalization Value Fund (the "Small Capitalization Value
Fund"), a series of Schroder Series Trust, to be held on August
[deleted_text]___,[/deleted_text]19, 2004, at 9:00 a.m., New York time, at the
offices of Schroder Series Trust at 875 Third Avenue, 22nd Floor, New York, New
York 10022. At the meeting, shareholders will be asked to vote on a proposed
merger of the Small Capitalization Value Fund into Schroder U.S. Opportunities
Fund (the "Opportunities Fund"), a series of Schroder Capital Funds (Delaware).
Shares of the Small Capitalization Value Fund would be exchanged at net asset
value for shares of the Opportunities Fund. THE TRUSTEES OF SCHRODER SERIES
TRUST UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE SMALL CAPITALIZATION VALUE
FUND APPROVE THIS PROPOSAL.

         Although the Trustees would like very much to have each shareholder
attend the meeting, they realize that this is not possible. Whether or not you
plan to be present at the meeting, your vote is needed. PLEASE COMPLETE, SIGN,
AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. A POSTAGE-PAID ENVELOPE IS ENCLOSED
FOR THIS PURPOSE.

         We look forward to seeing you at the meeting or receiving your proxy
card so your shares may be voted at the meeting. Please do not hesitate to call
[deleted_text](800) 464[/deleted_text] representatives of D.F. King & Co., Inc.
at (888) 605[deleted_text]-3108[/deleted_text]1958 if you have any questions
related to the proxy solicitation. For any account or non-proxy solicitation
related questions, please contact us at (800) 464-3108.

                                                  Sincerely,

                                                  [insert signature facsimile]
                                                  MARK A. HEMENETZ
                                                  President

                                      -3-
<PAGE>

SHAREHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE SO AS TO BE REPRESENTED AT THE MEETING.

<PAGE>

                              SCHRODER SERIES TRUST

                    SCHRODER SMALL CAPITALIZATION VALUE FUND

                        NOTICE OF MEETING OF SHAREHOLDERS

                August [deleted_text]___,[/deleted_text]19, 2004

         A Meeting of Shareholders of Schroder Small Capitalization Value Fund,
a series of Schroder Series Trust, will be held on August
[deleted_text]___,[/deleted_text] 19, 2004 at 9:00 a.m., New York time, at the
offices of Schroder Series Trust, 875 Third Avenue, 22nd Floor, New York, New
York 10022, for the following purposes:

1. To approve or disapprove an Agreement and Plan of Reorganization providing
for the transfer of all of the assets of Schroder Small Capitalization Value
Fund, a series of Schroder Series Trust, to Schroder U.S. Opportunities Fund, a
series of Schroder Capital Funds (Delaware), in exchange for shares of Schroder
U.S. Opportunities Fund and the assumption by Schroder U.S. Opportunities Fund
of all of the liabilities of Schroder Small Capitalization Value Fund, and the
distribution of such shares to the shareholders of Schroder Small Capitalization
Value Fund in complete liquidation of Schroder Small Capitalization Value Fund.

2. To transact such other business as may properly come before the meeting.

         The Trustees of Schroder Series Trust have fixed the close of business
on July [deleted_text]___,[/deleted_text]9, 2004 as the record date for
determination of shareholders entitled to notice of, and to vote at, the
Meeting.

                                               By Order of the Board of Trustees

                                               CARIN F. MUHLBAUM
                                               Clerk

July ___, 2004

--------------------------------------------------------------------------------
WE URGE YOU TO MARK, SIGN, DATE, AND MAIL THE ENCLOSED PROXY IN THE POSTAGE-PAID
ENVELOPE PROVIDED SO THAT YOU WILL BE REPRESENTED AT THE MEETING. THE TRUSTEES
OF SCHRODER SERIES TRUST UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE SMALL
CAPITALIZATION VALUE FUND APPROVE THIS PROPOSAL.
--------------------------------------------------------------------------------

<PAGE>

                           PROSPECTUS/PROXY STATEMENT

                                 JULY ___, 2004

     ACQUISITION OF THE ASSETS AND                 BY AND IN EXCHANGE FOR
             LIABILITIES OF                               SHARES OF
SCHRODER SMALL CAPITALIZATION VALUE FUND      SCHRODER U.S. OPPORTUNITIES FUND
               a Series of                               a Series of
          SCHRODER SERIES TRUST               SCHRODER CAPITAL FUNDS (DELAWARE)
      875 THIRD AVENUE, 22ND FLOOR              875 THIRD AVENUE, 22ND FLOOR
        NEW YORK, NEW YORK 10022                  NEW YORK, NEW YORK 10022
             (800) 464-3108                            (800) 464-3108

INTRODUCTION

         This Prospectus/Proxy Statement is furnished in connection with the
meeting of shareholders of Schroder Small Capitalization Value Fund (the "Small
Capitalization Value Fund") to be held on August [deleted_text]___,
[/deleted_text] 19, 2004 at 9:00 a.m., New York time, or at such later time as
is made necessary by adjournment (the "Meeting"), and relates to the proposed
merger (the "Merger") of the Small Capitalization Value Fund into Schroder U.S.
Opportunities Fund (the "Opportunities Fund" and, together with the Small
Capitalization Value Fund, the "Funds"). The Small Capitalization Value Fund is
a series of Schroder Series Trust, and the Opportunities Fund is a series of
Schroder Capital Funds (Delaware) (together with Schroder Series Trust, the
"Trusts"). Schroder Series Trust is an open-end series management investment
company organized as a Massachusetts business trust. Schroder Capital Funds
(Delaware) is an open-end series management investment company organized as a
Delaware statutory trust.

         The Proposal described in this Prospectus/Proxy Statement relates to
the proposed Merger. If the Merger occurs, you will become a shareholder of the
Opportunities Fund. The Opportunities Fund seeks capital appreciation. It
invests primarily in equity securities of companies in the United States with
market capitalizations of $2.2 billion or less. If the Agreement and Plan of
Reorganization is approved by shareholders of the Small Capitalization Value
Fund and the Merger occurs, the Small Capitalization Value Fund will transfer
all of its assets and liabilities to the Opportunities Fund in exchange for
shares of the Opportunities Fund (the "Merger Shares") with a value equal to the
value of the assets of the Small Capitalization Value Fund transferred less the
value of the liabilities assumed. After that exchange, Merger Shares received by
the Small Capitalization Value Fund will be distributed pro rata to the Small
Capitalization Value Fund's shareholders in complete liquidation of the Small
Capitalization Value Fund.

<PAGE>

         Because you are a shareholder of the Small Capitalization Value Fund,
you are being asked to vote on the Proposal. This Prospectus/Proxy Statement
explains concisely what you should know before investing in the Opportunities
Fund. Please read it carefully and keep it for future reference.

         Because shareholders of the Small Capitalization Value Fund are being
asked to approve a transaction that will result in their receiving shares of the
Opportunities Fund, this Proxy Statement also serves as a Prospectus for the
shares of the Opportunities Fund to be issued in connection with the Merger.

         The following documents have been filed with the Securities and
Exchange Commission (the "SEC") and are incorporated into this Prospectus/Proxy
Statement by reference:

o the current combined Prospectus of Schroder Series Trust and Schroder Capital
Funds (Delaware), dated March 1, 2004, relating to a number of funds of Schroder
Series Trust and Schroder Capital Funds (Delaware), including the Small
Capitalization Value Fund and the Opportunities Fund; a copy of that Prospectus
accompanies this Prospectus/Proxy Statement;

o the current Statement of Additional Information of Schroder Series Trust,
dated March 1, 2004, relating to a number of funds of Schroder Series Trust,
including the Small Capitalization Value Fund;

o the current Statement of Additional Information of Schroder Capital Funds
(Delaware), dated March 1, 2004, relating to a number of funds of Schroder
Capital Funds (Delaware), including the Opportunities Fund;

o the Report of Independent Accountants and financial statements of the Funds
included in the combined Annual Report of Schroder Capital Funds (Delaware) and
Schroder Series Trust for the fiscal year ended October 31, 2003 (the "Annual
Report"); a copy of the Annual Report accompanies this Prospectus/Proxy
Statement; and

         o the Statement of Additional Information dated July
[deleted_text]___[/deleted_text] [ ], 2004 relating to this Prospectus/Proxy
Statement (the "Merger SAI").

For a free copy of any of these documents, please call 800-464-3108 or write to
Schroder Mutual Funds at:

                              Schroder Mutual Funds
                                  P.O. Box 8507
                           Boston, Massachusetts 02266

         THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS/PROXY STATEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIME.

<PAGE>

         YOU CAN LOSE MONEY BY INVESTING IN THE OPPORTUNITIES FUND. THE
OPPORTUNITIES FUND MAY NOT ACHIEVE ITS GOALS, AND IS NOT INTENDED AS A COMPLETE
INVESTMENT PROGRAM. AN INVESTMENT IN THE OPPORTUNITIES FUND IS NOT A DEPOSIT IN
A BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

<PAGE>

                                TABLE OF CONTENTS

I.     OVERVIEW OF PROPOSAL....................................................1
II.    DETAILS OF THE PROPOSED MERGER.........................................11
III.   VOTING INFORMATION......................[deleted_text]17[/deleted_text]20
IV.    INFORMATION ABOUT THE FUNDS.............[deleted_text]19[/deleted_text]23
APPENDIX A -- AGREEMENT AND PLAN OF REORGANIZATION...........................A-1
[deleted_text]APPENDIX B -- FUNDAMENTAL AND CERTAIN NON-FUNDAMENTAL
INVESTMENT POLICIES...........................................B-1[/deleted_text]
[deleted_text]APPENDIX C -- FORM OF PROXY.....................C-1[/deleted_text]

                                      -i-
<PAGE>

I. OVERVIEW OF PROPOSAL

PROPOSED TRANSACTION

         The Trustees of Schroder Series Trust and Schroder Capital Funds
(Delaware), on behalf of each of the Funds, have approved a transaction
involving the merger of the Small Capitalization Value Fund with and into the
Opportunities Fund. The Merger is proposed to be accomplished pursuant to an
Agreement and Plan of Reorganization. That Agreement and Plan of Reorganization
provides for the transfer of all of the assets of the Small Capitalization Value
Fund to the Opportunities Fund, in exchange for shares of the Opportunities
Fund, and the assumption by the Opportunities Fund of all the liabilities of the
Small Capitalization Value Fund, followed by the liquidation of the Small
Capitalization Value Fund. A copy of the Agreement and Plan of Reorganization is
included as Appendix A to this Prospectus/Proxy Statement.

         Schroder Investment Management North America Inc. ("Schroders"), 875
Third Avenue, 22nd Floor, New York, New York 10022, is the investment adviser to
each Fund. Schroders (itself and its predecessors) has been in the business of
investment management since 1962.

         If the Proposal is approved by the shareholders of the Small
Capitalization Value Fund, the Small Capitalization Value Fund will receive a
number of Merger Shares of the Opportunities Fund equal in value to the value of
the net assets of the Small Capitalization Value Fund being transferred.
Following the transfer, (i) the Small Capitalization Value Fund will distribute
to each of its shareholders a number of full and fractional Merger Shares of the
Opportunities Fund equal in value to the value of that shareholder's Small
Capitalization Value Fund shares, and (ii) the Small Capitalization Value Fund
will be liquidated. The Merger is intended to be a tax-free reorganization.

         THE TRUSTEES OF SCHRODER SERIES TRUST UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS OF THE SMALL CAPITALIZATION VALUE FUND APPROVE THIS PROPOSAL. In
reaching that conclusion, the Trustees considered, among other things, (i) that,
in light of the [deleted_text]upcoming[/deleted_text] recent departure of the
portfolio manager at Schroders with primary responsibility for the Small
Capitalization Value Fund, the Opportunities Fund should provide a suitable
alternative mutual fund investment opportunity to shareholders of the Small
Capitalization Value Fund[deleted_text];[/deleted_text], and (ii) that the net
operating expenses of the Opportunities Fund are expected to be the same as, and
potentially lower than, those currently borne by shareholders of the Small
Capitalization Value Fund[deleted_text]; and (iii) that the Merger will offer
Small Capitalization Value Fund shareholders the opportunity to keep their
investment in an open-end mutual fund on a basis requiring potentially less
recognition of capital gain by the Fund and its shareholders than would be the
case if the Fund were to liquidate on a taxable basis.[/deleted_text] See
"Details of the Proposed Merger -- Background and Reasons for the Proposed
Merger."

                                      -1-
<PAGE>

OPERATING EXPENSES

         The following tables summarize expenses:

(1) that each Fund incurred in its fiscal year ended October 31, 2003, and

(2) that the Opportunities Fund would be expected to have incurred in its fiscal
year ended October 31, 2003 after giving effect on a pro forma combined basis to
the proposed Merger as if the Merger had occurred as of the beginning of the
fiscal year.

         The tables are provided to help you understand an investor's share of
the operating expenses which each Fund incurs. The [deleted_text]examples
[/deleted_text] Examples show the estimated cumulative expenses attributable to
a hypothetical $10,000 investment in each [deleted_text]class of shares
[/deleted_text] of the Small Capitalization Value Fund, the Opportunities Fund,
and the Opportunities Fund on a pro forma basis, over the specified period. By
translating "Net Expenses" into dollar amounts, these [deleted_text]examples
[/deleted_text] Examples help you compare the costs of investing in the Funds to
the costs of investing in other mutual funds.

                                      -2-
<PAGE>

SHAREHOLDER FEES
(fees paid directly from your investment)

<TABLE>
<CAPTION>
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                                                                                     Pro- Forma Combined
                                  SCHRODER SMALL                                           Expenses
                               CAPITALIZATION VALUE           SCHRODER U.S.              SCHRODER U.S.
                                       FUND                OPPORTUNITIES FUND         OPPORTUNITIES FUND
----------------------------------