<PAGE>
As filed with the Securities and Exchange Commission on December 5, 1995
File No. 2-34215
File No. 811-1911
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 45
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 26
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SCHRODER CAPITAL FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
Two Portland Square, Portland, Maine 04101
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code: 207-879-1900
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Thomas G. Sheehan, Esq.
Forum Financial Services, Inc.
Two Portland Square, Portland, Maine 04101
(Name and Address of Agent for Service)
Copies of Communications to:
Scott M. Shepard, Esq.
Jacobs Persinger & Parker
77 Water Street
New York, New York 10005
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It is proposed that this filing will become effective:
immediately upon filing pursuant to Rule 485, paragraph (b)
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X on January 9, 1996 pursuant to Rule 485, paragraph (b)
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60 days after filing pursuant to Rule 485, paragraph (a)(i)
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on [ ] pursuant to Rule 485, paragraph (a)(i)
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75 days after filing pursuant to Rule 485, paragraph (a)(ii)
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on [ ] pursuant to Rule 485, paragraph (a)(ii)
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X this post-effective amendment designates a new effective date for
- ---- a previously filed post-efffective amendment.
The Registrant has registered an indefinite number of shares of beneficial
interest under the Securities Act of 1933 pursuant to Rule 24f-2 under the
Investment Company Act of 1940. Accordingly, no fee is payable herewith. A
Rule 24f-2 Notice for the Registrant's fiscal year ended October 31, 1995 will
be filed with the Commission on or before December 31, 1995. INTERNATIONAL
EQUITY FUND AND SCHRODER EMERGING MARKETS FUND INSTITUTIONAL PORTFOLIO OF
REGISTRANT ARE STRUCTURED AS MASTER-FEEDER FUNDS. THIS AMENDMENT INCLUDES A
MANUALLY EXECUTED SIGNATURE PAGE FOR THE MASTER FUNDS.
<PAGE>
SCHRODER CAPITAL FUNDS, INC.
FORM N-1A
CROSS REFERENCE SHEET
PART A
Form N-1A
Item No. (Caption) Location in Prospectus (Caption)
- --------- ------------ --------------------------------
1. Cover Page Cover Page
2. Synopsis The Fund, Prospectus Summary
3. Condensed Financial Information Financial Highlights
4. General Description of The Fund - Investment Objective;
Registrant Investment Policies; Investment
Restrictions; Special Risk
Considerations; Additional
Investment Policies
5. Management of the Fund Management of the Fund - Board of
Trustees; Investment Adviser and
Portfolio Manager; Administrative
Services; Service Organizations;
Other Expenses; Portfolio
Transactions; Other Information -
Custodian and Transfer Agent
5A. Management's Discussion of Not Applicable
Fund Performance
6. Capital Stock and Other Information - Capitalization
Other Securities and Voting; Shareholder Inquiries;
Dividends, Distributions and Taxes
7. Purchase of Securities Investment in the Fund - Purchase
of Shares; Retirement Plans; Net
Asset Value; Management of the
Fund - Distribution
8. Redemption or Repurchase Investment in the Fund - Redemption
of Shares; Net Asset Value
9. Pending Legal Proceedings Not Applicable
<PAGE>
PART B
Form N-1A Location in Statement of Additional
Item No. (Caption) Information (Caption)
- --------- ------------ ---------------------
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Other Information - Organization
13. Investment Objectives and Investment Policies; Investment
Policies Restrictions
14. Management of the Fund Management - Trustees and Officers
15. Control Persons and Principal Other Information -
Holders of Securities Principal Shareholders
16. Investment Advisory and Management - Investment Adviser;
Other Services Trustees and Officers;
Administrative Services;
Distribution of Fund
Shares; Fees and
Expenses; Portfolio
Transactions - Brokerage
and Research Services;
Other Information -
Custodian and Transfer
Agent; Independent
Accountants
17. Brokerage Allocation and Portfolio Transactions
Other Practices
18. Capital Stock and Other Other Information - Capitalization
Securities and Voting
19. Purchase, Redemption and Pricing Determination of Net Asset Value
of Securities Being Offered Per Share
20. Tax Status Taxation
21. Underwriters Management - Distribution of Fund
Shares; Fees and Expenses
22. Calculation of Performance Data Other Information - Performance
Information
23. Financial Statements Financial Statements
<PAGE>
PART A
The Prospectuses for Schroder Capital Funds, Inc. (the
"Registrant") filed as Part A to Post-Effective Amendment No. 44
to the Registrant's Registration Statement on Form N-1A (File No.
2-34215) are incorporated herein by reference. These
Prospectuses offer shares of International Equity Fund, Schroder
U.S. Equity Fund, Schroder U.S. Smaller Companies Fund, Schroder
Emerging Markets Fund Institutional Portfolio, and Schroder Latin
American Fund, all series of the Registrant.
<PAGE>
PART B
The Statements of Additional Information (the "SAIs") for
Schroder Capital Funds, Inc. (the "Registrant") filed as Part A
to Post-Effective Amendment No. 44 to the Registrant's
Registration Statement on Form N-1A (File No. 2-34215) are
incorporated herein by reference. These SAIs supplement the
Prospectuses offering shares of International Equity Fund,
Schroder U.S. Equity Fund, Schroder U.S. Smaller Companies Fund,
Schroder Emerging Markets Fund Institutional Portfolio, and
Schroder Latin American Fund, all series of the Registrant.
<PAGE>
PART C
Part C for Schroder Capital Funds, Inc. (the "Registrant"), filed
as part of Post-Effective Amendment No. 44 to the Registrant's
Registration Statement on Form N-1A (File No. 2-34215) is
incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that
it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this amendment to its
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of New York and
the State of New York on the 4th day of December, 1995.
SCHRODER CAPITAL FUNDS, INC.
By: /s/ Laura E. Luckyn-Malone
--------------------------
Laura E. Luckyn-Malone
President
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registrant's Registration Statement has been
signed below by the following persons in the capacities indicated
on the 4th day of December, 1995.
Signatures Title
---------- -----
(a) Principal Executive Officer
/s/ Laura E. Luckyn-Malone President
-------------------------- and Director
Laura E. Luckyn-Malone
(b) Principal Financial and
Accounting Officer
/s/ Robert Jackowitz Treasurer
--------------------------
Robert Jackowitz
(c) Majority of the Directors
/s/ Laura E. Luckyn-Malone Director
--------------------------
Laura E. Luckyn-Malone
PETER E. GUERNSEY* Director
RALPH E. HANSMANN* Director
JOHN I. HOWELL* Director
HERMANN C. SCHWAB* Director
MARK J. SMITH* Director
*By: /s/ Thomas G. Sheehan
---------------------
Thomas G. Sheehan, Attorney-in-Fact
<PAGE>
SIGNATURES
On behalf of Schroder Capital Funds, being duly authorized, I
have duly caused this amendment to the Registration Statement of
Schroder Capital Funds, Inc. to be signed in the City of New
York, State of New York on the 4th day of December, 1995.
SCHRODER CAPITAL FUNDS
By: /s/ Laura E. Luckyn-Malone
---------------------------
Laura E. Luckyn-Malone
President
This amendment to the Registration Statement of Schroder Capital
Funds, Inc. has been signed below by the following persons in the
capacities indicated on the 4th day of December, 1995.
Signatures Title
---------- -----
(a) Principal Executive Officer
/s/ Laura E. Luckyn-Malone President
---------------------------
Laura E. Luckyn-Malone and Director
(b) Principal Financial and
Accounting Officer
/s/ Robert Jackowitz Treasurer
---------------------------
Robert Jackowitz
(c) Majority of the Directors
/s/ Laura E. Luckyn-Malone Director
---------------------------
Laura E. Luckyn-Malone
PETER E. GUERNSEY* Director
RALPH E. HANSMANN* Director
JOHN I. HOWELL* Director
HERMANN C. SCHWAB* Director
MARK J. SMITH* Director
*By: /s/ Thomas G. Sheehan
-----------------------
Thomas G. Sheehan, Attorney-in-Fact
