<PAGE>
As filed with the Securities and Exchange Commission on October 24, 1996
File No. 2-34215
File No. 811-1911
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 54
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 35
- --------------------------------------------------------------------------------
SCHRODER CAPITAL FUNDS (DELAWARE)
(FORMERLY 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
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:
X immediately upon filing pursuant to Rule 485, paragraph (b)
- -----
on [ ] pursuant to Rule 485, paragraph (b)
- -----
60 days after filing pursuant to Rule 485, paragraph (a)(i)
- -----
on _________ pursuant to Rule 485, paragraph (a)(i)
- -----
75 days after filing pursuant to Rule 485, paragraph (a)(ii)
- -----
on [ ] pursuant to Rule 485, paragraph (a)(ii)
- -----
this post-effective amendment designates a new effective date for a
- ----- previously filed post-effective amendment.
The Registrant has registered an indefinite number of shares of beneficial
interest under the Securities Act of 1933 (the "1933 Act") pursuant to Rule 24f-
2 under the Investment Company Act of 1940 (the "1940 Act"). A Rule 24f-2
Notice for the Registrant's fiscal year ended October 31, 1995 was filed with
the Commission on December 28, 1995. SCHRODER INTERNATIONAL SMALLER COMPANIES
FUND OF REGISTRANT IS STRUCTURED AS A MASTER-FEEDER FUND. THIS AMENDMENT
INCLUDES A MANUALLY EXECUTED SIGNATURE PAGE FOR THE MASTER FUND.
<PAGE>
Calculation of Registration Fee
SCHRODER CAPITAL FUNDS (DELAWARE)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Title of Amount of Proposed Proposed Amount
Securities Securities Maximum Maximum of
Being Being Offering Price Offering Registration
Series of Registrant (1) Registered Registered per Share (1) Price (2) Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Schroder International Fund Shares of Series A 10,621,697(3) $20.27 $215,301,798 $33.34
(FORMERLY SCHRODER Beneficial Interest
INTERNATIONAL EQUITY FUND)
Schroder U.S. Equity Fund Shares of Series B 87,753(4) $9.86 $865,245 $33.33
Beneficial Interest
Schroder U.S. Smaller Shares of Series C 124,792(5) $17.41 $2,172,629 $33.33
Companies Fund Beneficial Interest
-------
TOTAL $100.00
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Computed under Rule 457(d) of the Securities Act of 1933, as amended, on
the basis of the offering price per share at the close of business on October
10, 1996.
(2) Registrant elects to calculate the maximum aggregate offering price
pursuant to Rule 24e-2 under the Investment Company Act of 1940, as amended.
(3) Schroder International Fund (FORMERLY SCHRODER INTERNATIONAL EQUITY FUND)
redeemed 15,654,701 shares during Registrant's previous fiscal year ended
October 31, 1995. 4,254,004 of these redeemed shares were used for reduction
pursuant to Rule 24e-2(a) or Rule 24f-2(c) during the fiscal year ended October
31, 1995, and 10,621,697 shares are used for the reduction of the fee herewith.
(4) Schroder U.S. Equity Fund redeemed 199,081 shares during Registrant's
previous fiscal year ended October 31, 1995. 122,483 of these redeemed shares
were used for reduction pursuant to Rule 24e-2(a) or Rule 24f-2(c) during the
fiscal year ended October 31,1995, and 87,753 shares are used for the reduction
of the fee herewith.
(5) Schroder U.S. Smaller Companies Fund redeemed 156,000 shares during
Registrant's previous fiscal year ended October 31, 1995. 37,526 of these
redeemed shares were used for reduction pursuant to Rule 24e-2(a) or Rule 24f-
2(c) during the fiscal year ended October 31,1995, and 124,792 shares are used
for the reduction of the fee herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, 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 State of New York on the 21st day
of October, 1996.
SCHRODER CAPITAL FUNDS (DELAWARE)
By: /s/ Laura E. Luckyn-Malone
------------------------------------
Laura E. Luckyn-Malone
President
This amendment to the Registration Statement of Schroder Capital Funds
(Delaware) has been signed below by the following persons in the capacities
indicated on the 21st day of October, 1996.
Signatures Title
---------- -----
(a) Principal Executive Officer
/s/ Laura E. Luckyn-Malone President
--------------------------------------------- and Trustee
Laura E. Luckyn-Malone
(b) Principal Financial and
Accounting Officer
ROBERT JACKOWITZ* Treasurer
*By: /s/ Thomas G. Sheehan
----------------------------------------
Thomas G. Sheehan, Attorney-in-Fact
(c) Majority of the Trustees
/s/ Laura E. Luckyn-Malone Trustee
---------------------------------------------
Laura E. Luckyn-Malone
PETER E. GUERNSEY* Trustee
JOHN I. HOWELL* Trustee
CLARENCE F. MICHALIS* Trustee
HERMANN C. SCHWAB* Trustee
MARK J. SMITH* Trustee
*By: /s/ Thomas G. Sheehan
----------------------------------------
Thomas G. Sheehan, Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, 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 State of New York on the 21st day
of October, 1996.
SCHRODER CAPITAL FUNDS
By: /s/ Laura E. Luckyn-Malone
------------------------------------
Laura E. Luckyn-Malone
President
This amendment to the Registration Statement of Schroder Capital Funds has been
signed below by the following persons in the capacities indicated on the 21st
day of October, 1996.
Signatures Title
---------- -----
(a) Principal Executive Officer
/s/ Laura E. Luckyn-Malone President
--------------------------------------------- and Trustee
Laura E. Luckyn-Malone
(b) Principal Financial and
Accounting Officer
ROBERT JACKOWITZ* Treasurer
*By: /s/ Thomas G. Sheehan
----------------------------------------
Thomas G. Sheehan, Attorney-in-Fact
(c) Majority of the Trustees
/s/ Laura E. Luckyn-Malone Trustee
---------------------------------------------
Laura E. Luckyn-Malone
PETER E. GUERNSEY* Trustee
JOHN I. HOWELL* Trustee
CLARENCE F. MICHALIS* Trustee
HERMANN C. SCHWAB* Trustee
MARK J. SMITH* Trustee
*By: /s/ Thomas G. Sheehan
----------------------------------------
Thomas G. Sheehan, Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
Opinion of Jacobs Persinger & Parker
SCHRODER CAPITAL FUNDS (DELAWARE)
---------------------------------
Power of Attorney of Peter E. Guernsey
Power of Attorney of John I. Howell
Power of Attorney of Robert Jackowitz
Power of Attorney of Clarence F. Michalis
Power of Attorney of Hermann C. Schwab
Power of Attorney of Mark J. Smith
SCHRODER CAPITAL FUNDS
----------------------
Power of Attorney of Peter E. Guernsey
Power of Attorney of John I. Howell
Power of Attorney of Robert Jackowitz
Power of Attorney of Clarence F. Michalis
Power of Attorney of Hermann C. Schwab
Power of Attorney of Mark J. Smith
<PAGE>
JACOBS PERSINGER & PARKER
77 Water Street
New York, N.Y. 10005
(212) 344-1866
October 23, 1996
Schroder Capital Funds (Delaware)
Two Portland Square
Portland, ME 04101
Re: Schroder Capital Funds (Delaware)
File Nos. 2-34215; 811-1911
Dear Sirs:
We have acted as special counsel for Schroder Capital Funds (Delaware), a
Delaware business trust with transferable shares (the "Trust"), in connection
with the registration of shares of beneficial interest of its Schroder
International Fund, Schroder U.S. Equity Fund and Schroder U.S. Smaller
Companies Fund (the "Funds") under the Securities Act of 1933.
As such counsel, we have reviewed (i) Post-Effective Amendment No. 54 to
the Trust's Registration Statement on Form N-1A (the "Registration Statement"),
relating to the registration of additional shares of the Funds, respectively,
pursuant to Rule 24e-2 under the Investment Company Act of 1940, and (ii) the
currently effective prospectuses of the Funds contained in prior Post-Effective
Amendments to the Registration Statement (the "Prospectuses"). We have also
examined and relied upon such records of the Trust and such other documents,
including certificates as to factual matters, as we have deemed necessary to
render the opinions expressed herein.
Based on such examination, we are of the opinion that:
1. The Trust is authorized to issue an unlimited number of shares. The
shares covered by said Post-Effective Amendment No. 54, to wit, 10,621,697
shares of Schroder International Fund, 87,753 shares of Schroder U.S. Equity
Fund and 124,792 shares of Schroder U.S. Smaller Companies Fund, which shares
will be offered for sale by the Prospectuses (the "Registered Shares"), have
been duly and validly authorized by all requisite trust action.
2. When the Registered Shares have been duly sold, issued, and paid for
as contemplated by the Prospectuses, they will be validly and legally issued,
fully paid and non-assessable by the Trust.
<PAGE>
Our opinion above stated is expressed as members of the bar of the State of
New York. This opinion does not extend to the securities or "blue sky" laws of
any state.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to Post-Effective Amendment No. 54.
Very truly yours,
/s/ Jacobs Persinger & Parker
<PAGE>
SCHRODER CAPITAL FUNDS (DELAWARE)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Peter E. Guernsey constitutes and
appoints Thomas G. Sheehan, David I. Goldstein, Laura Luckyn-Malone and Mark J.
Smith and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the Registration Statement on Form
N-1A and any or all amendments thereto of Schroder Capital Funds (Delaware), and
to file the same, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents of their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Peter E. Guernsey
----------------------------------------
Peter E. Guernsey
Dated: November 8, 1995
<PAGE>
SCHRODER CAPITAL FUNDS (DELAWARE)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that John I. Howell constitutes and
appoints Thomas G. Sheehan, David I. Goldstein, Laura Luckyn-Malone and Mark J.
Smith and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the Registration Statement on Form
N-1A and any or all amendments thereto of Schroder Capital Funds (Delaware), and
to file the same, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents of their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ John I. Howell
----------------------------------------
John I. Howell
Dated: November 8, 1995
<PAGE>
SCHRODER CAPITAL FUNDS (DELAWARE)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Robert Jackowitz constitutes and
appoints Thomas G. Sheehan, David I. Goldstein, Laura Luckyn-Malone and Mark J.
Smith and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the Registration Statement on Form
N-1A and any or all amendments thereto of Schroder Capital Funds (Delaware), and
to file the same, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents of their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Robert Jackowitz
----------------------------------------
Robert Jackowitz
Dated: November 15, 1995
<PAGE>
SCHRODER CAPITAL FUNDS (DELAWARE)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Clarence F. Michalis constitutes and
appoints Thomas G. Sheehan, David I. Goldstein, Laura Luckyn-Malone and Mark J.
Smith and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the Registration Statement on Form
N-1A and any or all amendments thereto of Schroder Capital Funds (Delaware), and
to file the same, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents of their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Clarence F. Michalis
----------------------------------------
Clarence F. Michalis
Dated: November 8, 1995
<PAGE>
SCHRODER CAPITAL FUNDS (DELAWARE)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Hermann c. Schwab constitutes and
appoints Thomas G. Sheehan, David I. Goldstein, Laura Luckyn-Malone and Mark J.
Smith and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the Registration Statement on Form
N-1A and any or all amendments thereto of Schroder Capital Funds (Delaware), and
to file the same, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents of their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Hermann C. Schwab
----------------------------------------
Hermann C. Schwab
Dated: November 8, 1995
<PAGE>
SCHRODER CAPITAL FUNDS (DELAWARE)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Mark J. Smith constitutes and appoints
Thomas G. Sheehan, David I. Goldstein and Laura Luckyn-Malone and each of them,
as true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities to sign the Registration Statement on Form N-1A and any or all
amendments thereto of Schroder Capital Funds (Delaware), and to file the same,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents of their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Mark J. Smith
----------------------------------------
Mark J. Smith
Dated: November 8, 1995
<PAGE>
SCHRODER CAPITAL FUNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Peter E. Guernsey constitutes and
appoints Thomas G. Sheehan, David I. Goldstein, Laura Luckyn-Malone and Mark J.
Smith and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the Registration Statement on Form
N-1A and any or all amendments thereto of Schroder Capital Funds, and to file
the same, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents of their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Peter E. Guernsey
----------------------------------------
Peter E. Guernsey
Dated: September 13, 1995
<PAGE>
SCHRODER CAPITAL FUNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that John I. Howell constitutes and
appoints Thomas G. Sheehan, David I. Goldstein, Laura Luckyn-Malone and Mark J.
Smith and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the Registration Statement on Form
N-1A and any or all amendments thereto of Schroder Capital Funds, and to file
the same, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents of their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ John I. Howell
----------------------------------------
John I. Howell
Dated: September 13, 1995
<PAGE>
SCHRODER CAPITAL FUNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Robert Jackowitz constitutes and
appoints Thomas G. Sheehan, David I. Goldstein, Laura Luckyn-Malone and Mark J.
Smith and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the Registration Statement on Form
N-1A and any or all amendments thereto of Schroder Capital Funds, and to file
the same, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents of their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Robert Jackowitz
----------------------------------------
Robert Jackowitz
Dated: October 3, 1995
<PAGE>
SCHRODER CAPITAL FUNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Clarence F. Michalis constitutes and
appoints Thomas G. Sheehan, David I. Goldstein, Laura Luckyn-Malone and Mark J.
Smith and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the Registration Statement on Form
N-1A and any or all amendments thereto of Schroder Capital Funds, and to file
the same, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents of their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Clarence F. Michalis
----------------------------------------
Clarence F. Michalis
Dated: September 13, 1995
<PAGE>
SCHRODER CAPITAL FUNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Hermann c. Schwab constitutes and
appoints Thomas G. Sheehan, David I. Goldstein, Laura Luckyn-Malone and Mark J.
Smith and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the Registration Statement on Form
N-1A and any or all amendments thereto of Schroder Capital Funds, and to file
the same, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents of their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Hermann C. Schwab
----------------------------------------
Hermann C. Schwab
Dated: September 13, 1995
<PAGE>
SCHRODER CAPITAL FUNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Mark J. Smith constitutes and appoints
Thomas G. Sheehan, David I. Goldstein and Laura Luckyn-Malone and each of them,
as true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities to sign the Registration Statement on Form N-1A and any or all
amendments thereto of Schroder Capital Funds, and to file the same, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents of their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Mark J. Smith
----------------------------------------
Mark J. Smith
Dated: September 13, 1995
