<PAGE>
FORM N-8F
I GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (CHECK ONLY ONE; for descriptions,
SEE Instruction 1 above):
[ ] MERGER
[ X ] LIQUIDATION
[ ] ABANDONMENT OF REGISTRATION
(Note: Abandonments of Registration answer ONLY questions 1 through
15, 24 and 25 of this form and complete verification at the end of
the form.)
[ ] Election of status as a BUSINESS DEVELOPMENT COMPANY
(Note: Business Development Companies answer ONLY questions 1
through 10 of this form and complete verification at the end of the
form.)
2. Name of fund: SCHRODER CAPITAL FUNDS II
3. Securities and Exchange Commission File No.: 811-07993
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[ X ] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City, State,
Zip Code):
787 Seventh Avenue, 34th Floor
New York, NY 10019
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
<TABLE>
<S><C>
Timothy W. Diggins, Esq. Carin Muhlbaum, Esq.
Ropes & Gray Schroder Investment Management North America Inc.
One International Place 787 Seventh Avenue, 34th Floor
Boston, MA 02110 New York, NY 10019
(617) 951-7389; or, (212) 641-3890
</TABLE>
7. Name, address and telephone number of individual or entity responsible for
maintenance and preservation of fund records in accordance with rules
31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
NOTE: ONCE DEREGISTERED, A FUND IS STILL REQUIRED TO MAINTAIN AND PRESERVE
THE RECORDS DESCRIBED IN RULES 31a-1 AND 31a-2 FOR THE PERIODS SPECIFIED
IN THOSE RULES.
Schroder Investment Management North America Inc.
(investment management records)
Schroder Fund Advisors Inc.
(administrator records)
787 Seventh Avenue, 34th Floor
New York, NY 10019
(212) 641-3900
<PAGE>
8. Classification of fund (check only one):
[ X ] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[ X ] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts): Delaware
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
Schroder Capital Management International Inc.
787 Seventh Avenue, 34th Floor
New York, NY 10019
On July 1, 1999, Schroder Capital Management International Inc. was merged
into the following entity:
Schroder Investment Management North America Inc.
787 Seventh Avenue, 34th Floor
New York, NY 10019
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated: The fund has no underwriters.
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es): Not applicable
(b) Trustee's name(s) and address(es): Not applicable
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[ ] Yes [ X ] No
If Yes, for each UIT state:
Name(s):
File No.: 811-_________
Business Address:
15. (a) Did the fund obtain approval from the board of directors
concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration?
[ X ] Yes [ ] No
If Yes, state the date on which the board vote took place:
May 26, 1999.
-2-
<PAGE>
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning
the decision to engage in Liquidation or Abandonment of
Registration?
[ ] Yes [ X ] No
If Yes, state the date on which the shareholder vote took place:
If No, explain: The fund was liquidated in accordance with
Article X, Section 10.1 of the fund's Trust
Instrument which does not require shareholder
approval concerning the decision to engage in a
Liquidation.
II. DISTRIBUTION TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?
[ X ] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those
distributions: July 27, 1999.
(b) Were the distributions made on the basis of net assets?
[ X ] Yes [ ] No
(c) Were the distributions made PRO RATA based on share ownership?
[ X ] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated:
(e) LIQUIDATIONS ONLY:
Were any distributions to shareholders made in kind?
[ X ] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by affiliates,
or any other affiliation of shareholders: 100%-- A single in kind
liquidating distribution
was made on July 27, 1999
to the sole remaining
shareholder of the fund.
17. CLOSED-END FUNDS ONLY:
Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
18. Has the fund distributed ALL of its assets to the fund's shareholders?
[ X* ] Yes [ ] No
*See Item 20(a) below.
-3-
<PAGE>
If No,
(a) How many shareholders does the fund have as of the date this form
is filed?
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [ X ] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed? (SEE
QUESTION 18 ABOVE)
[ X ] Yes [ ] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as
of the date this form is filed: The fund has reserved $8,121.54
against accrued liabilities including anticipated expenses relating
to the liquidation of the fund.
(b) Why has the fund retained the remaining assets? See Item 20(a)
above.
(c) Will the remaining assets be invested in securities?
[ ] Yes [ X ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [ X* ] No
*See Item 20(a) above.
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal Expenses: Approximately $5,000.
(ii) Accounting expenses: Not applicable.
(iii) Other expenses (list and identify separately): Not
applicable.
(iv) Total expenses (sum of lines (i)-(iii) above): Approximately
$5,000.
(b) How were those expenses allocated? To the fund.
-4-
<PAGE>
(c) Who paid those expenses? The fund.
(d) How did the fund pay for unamortized expenses (if any)? Unamortized
expenses were paid by the fund.
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [ X ] No
If Yes, cite the release numbers of the Commission's notice and order or,
if no notice or order has been issued, the file number and date the
application was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [ X ] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [ X ] No
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger:
(b) State the Investment Company Act file number of the fund surviving
the Merger: 811-______
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and date the
agreement was filed:
(d) If the merger or reorganization agreement has NOT been filed with
the Commission, provide a copy of the agreement as an exhibit to
this form.
-5-
<PAGE>
VERIFICATION
The undersigned states that (i) she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of SCHRODER CAPITAL FUNDS II, (ii) she is the Vice President
------------------------- --------------
(Name of Fund) (Title)
of SCHRODER CAPITAL FUNDS II, and (iii) all actions by shareholders, directors,
-------------------------
(Name of Fund)
and any other body necessary to authorize the undersigned to execute and file
this Form N-8F application have been taken. The undersigned also states that the
facts set forth in this Form N-8F application are true to the best of her
knowledge, information and belief.
Reference is made to the Trust Instrument of the fund. Notice is hereby
given that this instrument is executed on behalf of the fund by an officer of
the fund as an officer and not individually and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders of the fund individually, but are binding only upon the
assets and property of the fund.
/s/ Catherine Mazza
----------------------------------------
(Signature)
-6-
