SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA, LIMITED 31 GRESHAM STREET LONDON, U.K. EC2V 7QA October 1, 2003 Schroder Capital Funds (Delaware) 875 Third Avenue, 22nd Floor New York, New York 10022 Schroder Investment Management North America, Inc....

             XXXXXXXX INVESTMENT MANAGEMENT NORTH AMERICA, LIMITED
                                00 XXXXXXX XXXXXX
                              XXXXXX, X.X. XX0X 0XX


October 1, 2003


Schroder Capital Funds (Delaware)
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

Xxxxxxxx Investment Management North America, Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

Re:  Subadvisory Agreement relating to Schroder Emerging Markets Fund


Ladies & Gentlemen:

         Reference is made to that certain Investment Subadvisory Agreement,
dated as of April 1, 2003 (the "Subadvisory Agreement"), by and among Xxxxxxxx
Capital Funds (Delaware), on behalf of its Schroder Emerging Markets Fund series
(the "Fund"), Xxxxxxxx Investment Management North America, Inc. and Xxxxxxxx
Investment Management North America, Limited ("SIMNA Ltd."). In connection with
the Subadvisory Agreement, we hereby notify you that SIMNA Ltd. is regulated by
the United Kingdom's Financial Services Authority ("FSA") in the conduct of any
investment business it performs in the United Kingdom, and we hereby undertake
and agree that nothing in the Subadvisory Agreement shall exclude any liability
of SIMNA Ltd. to the Fund arising under the Financial Services and Markets Xxx
0000 ("FSMA"), any regulations made under the FSMA, the Pensions Xxx 0000 or FSA
Rules. In addition, in accordance with FSA requirements, SIMNA Ltd. has
classified the Fund as an Intermediate Customer. It is our intention that you
will rely on the agreement and undertakings in this letter in maintaining the
Subadvisory Agreement in place between us.

         Please indicate your receipt and acknowledgement of this notice by
signing in the space provided below and returning an executed original of this
letter.

                                            Very truly yours,

                                            XXXXXXXX INVESTMENT MANAGEMENT
                                            NORTH AMERICA, LIMITED

                                            By:
                                                --------------------------
                                            Name:
                                            Title:





Received and acknowledged:

XXXXXXXX CAPITAL FUNDS (DELAWARE), on behalf of its
Schroder Emerging Markets Fund series


By:
    ------------------------------
Name:  Xxxxxxxxx X. Xxxxx
Title: President


XXXXXXXX INVESTMENT MANAGEMENT
NORTH AMERICA, INC.


By:
    ------------------------------
Name:
Title: