<PAGE>
As filed with the Securities and Exchange Commission on October 30, 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. 55
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 35
_________________________________________________________________
SCHRODER CAPITAL FUNDS (DELAWARE)
(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)
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)(1)
[ ] on ___________ pursuant to Rule 485, paragraph (a)(1)
[ ] 75 days after filing pursuant to Rule 485, paragraph (a)(2)
[ ] on [ ] pursuant to Rule 485, paragraph (a)(2)
[ ] 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
\\DCBDC\DOCS_FILES-132938.01
<PAGE>
Rule 24f-2 under the Investment Company Act of 1940 (the "1940 Act").
Accordingly, no fee is payable herewith. A Rule 24f-2 Notice for the
Registrant's fiscal year ended October 31, 1995 was filed with the
Commission on or about December 28, 1995.
Schroder U.S. Smaller Companies Fund is a master/feeder fund. This Post-
Effective Amendment No. 55 includes a manually executed signature page for
the master fund.
<PAGE>
SCHRODER CAPITAL FUNDS (DELAWARE)
Contents of Registration Statement
This registration statement consists of the following papers and
documents:
. Cover Sheet
. Contents of Registration Statement
. Part C - Other Information
. Signature Pages
This filing is made to update Part C of the Registration
Statement. No changes are hereby made to the Prospectuses or Statements
of Additional Information of Schroder U.S. Equity Fund, Schroder
International Fund (formerly International Equity Fund), Schroder Emerging
Markets Fund Institutional Portfolio, Schroder U.S. Smaller Companies Fund
or Schroder International Smaller Companies Fund, the other series of
Schroder Capital Funds (Delaware).
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. Financial Statements and Exhibits.
(a) Financial Statements
Included in the Prospectuses for Schroder U.S. Smaller Companies
Fund ("Fund"):
Financial Highlights.
Incorporated by reference in the Statement of Additional Information
for each Fund:
For the period ended April 30, 1996 - Statement of Assets and
Liabilities, Statement of Operations, Statement of Changes in Net
Assets, Statement of Investments and Notes to Financial Statements;
for the fiscal year ended October 31, 1995 - Statement of Assets and
Liabilities, Statement of Operations, Statements of Changes in Net
Assets; for fiscal years ended 1993 and 1994, Statement of
Investments, Notes to Financial Statements, Report of Independent
Accountants (for the Fund, filed with the Securities and Exchange
Commission on January 9, 1995 as part of the Registrant's Annual
Report for such Fund pursuant to Rule 30b-1 under the Investment
Company Act of 1940, as amended, and incorporated herein by
reference)
(b) Exhibits:
(1) Trust Instrument of Schroder Capital Funds (Delaware) (the
"Trust") (filed as Exhibit 1 to Registrant's Post-Effective
Amendment No. 46 on January 9, 1996, and incorporated herein
by reference).
(2) None.
(3) None.
(4) (a) Sections 2.04 and 2.06 of Registrant's Trust Instrument
provide as follows:
"Section 2.04 Transfer of Shares. Except as otherwise
provided by the Trustees, Shares shall be transferable on the
records of the Trust only by the record holder thereof or by
his agent thereunto duly authorized in writing, upon delivery
to the Trustees or the Trust's transfer agent of a duly
executed instrument of transfer and such evidence of the
genuineness of such execution and authorization and of such
other matters as may be required by the Trustees. Upon such
delivery the transfer shall be recorded on the register of
the Trust. Until such record is made, the Shareholder of
record shall be deemed to be the holder of such Shares for
all purposes hereunder and neither the Trustees nor the
Trust, nor any transfer agent or registrar nor any officer,
employee or agent of the Trust shall be affected by any
notice of the proposed transfer.
"Section 2.06 Establishment of Series. The Trust
created hereby shall consist of one or more Series and
<PAGE>
separate and distinct records shall be maintained by the
Trust for each Series and the assets associated with any such
Series shall be held and accounted for separately from the
assets of the Trust or any other Series. The Trustees shall
have full power and authority, in their sole discretion, and
without obtaining any prior authorization or vote of the
Shareholders of any Series of the Trust, to establish and
designate and to change in any manner any such Series of
Shares or any classes of initial or additional Series and to
fix such preferences, voting powers, rights and privileges of
such Series or classes thereof as the Trustees may from time
to time determine, to divide or combine the Shares or any
Series or classes thereof into a greater or lesser number, to
classify or reclassify any issued Shares or any Series or
classes thereof into one or more Series or classes of Shares,
and to take such other action with respect to the Shares as
the Trustees may deem desirable. The establishment and
designation of any Series shall be effective upon the
adoption of a resolution by a majority of the Trustees
setting forth such establishment and designation and the
relative rights and preferences of the Shares of such Series.
A Series may issue any number of Shares and need not issue
shares. At any time that there are no Shares outstanding of
any particular Series previously established and designated,
the Trustees may by a majority vote abolish that Series and
the establishment and designation thereof.
"All references to Shares in this Trust Instrument shall
be deemed to be Shares of any or all Series, or classes
thereof, as the context may require. All provisions herein
relating to the Trust shall apply equally to each Series of
the Trust, and each class thereof, except as the context
otherwise requires.
"Each Share of a Series of the Trust shall represent an
equal beneficial interest in the net assets of such Series.
Each holder of Shares of a Series shall be entitled to
receive his pro rata share of all distributions made with
respect to such Series. Upon redemption of his Shares, such
Shareholder shall be paid solely out of the funds and
property of such Series of the Trust."
(5) Form of Investment Advisory Contract between the Trust and Schroder
Capital Management International Inc. (filed as Exhibit 5 to
Registrant's Post-Effective Amendment No. 46 on January 9, 1996, and
incorporated herein by reference).
(6) Form of Master Distribution Contract and Supplement to be between
the Trust and Schroder Fund Advisors Inc. (filed as Exhibit 6 to
Registrant's Post-Effective Amendment No. 46 on January 9, 1996, and
incorporated herein by reference).
(8) Form of Global Custody Agreement to be between the Trust and The
Chase Manhattan Bank, N.A. (filed as Exhibit 8 to Registrant's Post-
Effective Amendment No. 46 on January 9, 1996, and incorporated
herein by reference).
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(9) (a) Form of Administration Agreement with Schroder Fund Advisors
Inc. (filed as Exhibit 9(a) to Registrant's Post-Effective
Amendment No. 46 on January 9, 1996, and incorporated herein
by reference).
(b) Form of Sub-Administration Agreement with Forum Financial
Services, Inc. (filed as Exhibit 9(b) to Registrant's Post-
Effective Amendment No. 46 on January 9, 1996, and
incorporated herein by reference).
(c) Form of Administrative Services Agreement with Schroder Fund
Advisors Inc. with respect to Schroder U.S. Smaller Companies
Fund (to be filed).
(d) Form of Administrative Services Agreement with Forum
Financial Services, Inc. with respect to Schroder U.S.
Smaller Companies Fund (to be filed).
(e) Form of Transfer Agency Agreement with Forum Financial Corp.
(filed as Exhibit 9(c) to Registrant's Post-Effective
Amendment No. 46 on January 9, 1996, and incorporated herein
by reference).
(f) Form of Fund Accounting Agreement with Forum Financial Corp.
(filed as Exhibit 9(d) to Registrant's Post-Effective
Amendment No. 46 on January 9, 1996, and incorporated herein
by reference).
(10) Opinion of Jacobs Persinger & Parker as to legality of shares to be
issued by the Trust (filed as Exhibit 10(d) to Registrant's Post-
Effective Amendment No. 46 on January 9, 1996, and incorporated
herein by reference).
(11) Consent of Coopers & Lybrand L.L.P., independent accountants
(previously filed as Exhibit 11 to Registrant's Post-Effective
Amendment No. 54 on August 30, 1996).
(15) (a) Form of Master Distribution Plan adopted by Registrant (filed
as Exhibit 15(a) to Registrant's Post-Effective Amendment No.
46 on January 9, 1996, and incorporated herein by reference).
(b) Form of Distribution Plan Supplement (filed as Exhibit 15(b)
to Registrant's Post-Effective Amendment No. 46 on January 9,
1996, and incorporated herein by reference).
(17) Financial Data Schedule (filed as Exhibit 17 to Registrant's Post-
Effective Amendment No. 54 on August 30, 1996 and incorporated
herein by reference.)
Other Exhibits:
Copies of Powers of Attorney pursuant to which Trustees have signed
this Post-Effective Amendment (filed as Other Exhibits to Post-
Effective Amendment No. 44 on October 11, 1995, and incorporated
herein by reference).
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<PAGE>
Copy of Power of Attorney pursuant to which Mr. Jackowitz has signed
this Post-Effective Amendment (filed as an Other Exhibit to Post-
Effective Amendment No. 44 on October 11, 1995, and incorporated
herein by reference).
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
(1) (2)
Title of Class Number of Record
Holders as of
September 30, 1996
------------------
Schroder U.S. Equity Fund 616
Schroder International Fund 905
Schroder U.S. Smaller Companies Fund 12
Schroder Emerging Markets Fund
Institutional Portfolio 21
Schroder Latin American Fund 1
Schroder International Smaller
Companies Fund 0
Schroder Global
Asset Allocation Fund 0
ITEM 27. INDEMNIFICATION.
In accordance with Section 3803 of the Delaware Business Trust Act,
SECTION 5.2 of the Registrant's Trust Instrument provides as follows:
"5.2. Indemnification.
"(a) Subject to the exceptions and limitations contained in
Section (b) below:
"(i) Every Person who is, or has been, a Trustee or officer of
the Trust (hereinafter referred to as a "Covered Person") shall
be indemnified by the Trust to the fullest extent permitted by
law against liability and against all expenses reasonably
incurred or paid by him in connection with any claim, action,
suit or proceeding in which he becomes involved as a party or
otherwise by virtue of being or having been a Trustee or officer
and against amounts paid or incurred by him in the settlement
thereof;
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"(ii) The words "claim," "action," "suit," or "proceeding"
shall apply to all claims, actions, suits or proceedings (civil,
criminal or other, including appeals), actual or threatened while
in office or thereafter, and the words "liability" and "expenses"
shall include, without limitation, attorneys' fees, costs,
judgments, amounts paid in settlement, fines, penalties and other
liabilities.
"(b) No indemnification shall be provided hereunder to a Covered
Person:
"(i) Who shall have been adjudicated by a court or body before
which the proceeding was brought (A) to be liable to the Trust or
its Holders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of the Covered Person's office or (B) not to have acted
in good faith in the reasonable belief that Covered Person's
action was in the best interest of the Trust; or
"(ii) In the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the Trustee's
or officer's office,
"(A) By the court or other body approving the settlement;
"(B) By at least a majority of those Trustees who are
neither Interested Persons of the Trust nor are parties to
the matter based upon a review of readily available facts (as
opposed to a full trial-type inquiry); or
"(C) By written opinion of independent legal counsel based
upon a review of readily available facts (as opposed to a
full trial-type inquiry);
provided, however, that any Holder may, by appropriate legal
proceedings, challenge any such determination by the Trustees or
by independent counsel.
"(c) The rights of indemnification herein provided may be
insured against by policies maintained by the Trust, shall be
severable, shall not be exclusive of or affect any other rights
to which any Covered Person may now or hereafter be entitled,
shall continue as to a person who has ceased to be a Covered
Person and shall inure to the benefit of the heirs, executors and
administrators of such a person. Nothing contained herein shall
affect any rights to indemnification to which Trust personnel,
other than Covered Persons, and other persons may be entitled by
contract or otherwise under law.
"(d) Expenses in connection with the preparation and
presentation of a defense to any claim, action, suit or
proceeding of the character described in paragraph (a) of this
Section 5.2 may be paid by the Trust or Series from time to time
prior to final disposition thereof upon receipt of an undertaking
by or on behalf of such Covered Person that such amount will be
paid over by him to the Trust or Series if it is ultimately
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<PAGE>
determined that he is not entitled to indemnification under this
Section 5.2; provided, however, that either (a) such Covered
Person shall have provided appropriate security for such
undertaking, (b) the Trust is insured against losses arising out
of any such advance payments or (c) either a majority of the
Trustees who are neither Interested Persons of the Trust nor
parties to the matter, or independent legal counsel in a written
opinion, shall have determined, based upon a review of readily
available facts (as opposed to a trial-type inquiry or full
investigation), that there is reason to believe that such Covered
Person will be found entitled to indemnification under this
Section 5.2.
"(e) Conditional advancing of indemnification monies under
this Section 5.2 for actions based upon the 1940 Act may be made
only on the following conditions: (i) the advances must be
limited to amounts used, or to be used, for the preparation or
presentation of a defense to the action, including costs
connected with the preparation of a settlement; (ii) advances may
be made only upon receipt of a written promise by, or on behalf
of, the recipient to repay that amount of the advance which
exceeds that amount which it is ultimately determined that he is
entitled to receive from the Trust by reason of indemnification;
and (iii) (a) such promise must be secured by a surety bond,
other suitable insurance or an equivalent form of security which
assures that any repayments may be obtained by the Trust without
delay or litigation, which bond, insurance or other form of
security must be provided by the recipient of the advance, or (b)
a majority of a quorum of the Trust's disinterested, non-party
Trustees, or an independent legal counsel in a written opinion,
shall determine, based upon a review of readily available facts,
that the recipient of the advance ultimately will be found
entitled to indemnification.
"(f) In case any Holder or former Holder of any Series shall
be held to be personally liable solely by reason of the Holder or
former Holder being or having been a Holder of that Series and
not because of the Holder or former Holder acts or omissions or
for some other reason, the Holder or former Holder (or the Holder
or former Holder's heirs, executors, administrators or other
legal representatives, or, in the case of a corporation or other
entity, its corporate or other general successor) shall be
entitled out of the assets belonging to the applicable Series to
be held harmless from and indemnified against all loss and
expense arising from such liability. The Trust, on behalf of the
affected Series, shall, upon request by the Holder, assume the
defense of any claim made against the Holder for any act or
obligation of the Series and satisfy any judgment thereon from
the assets of the Series."
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
(a) Schroder Capital Management International Inc. ("SCMI")
provides advisory services to individuals, businesses and other entities
(including registered investment companies). SCMI is a wholly-owned
United States subsidiary of Schroders Incorporated, the wholly-owned
United States holding company subsidiary of Schroders plc. Schroders plc
is the holding company parent of a large worldwide group of banks and
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<PAGE>
financial service companies (referred to as the "Schroder Group"), with
associated companies and branch and representative offices located in
eighteen countries worldwide.
(b) Several of SCMI's officers and/or directors also serve as
officers and/or directors of, or are employed by, various other entities
within the Schroder Group.
The following are the directors and principal officers of SCMI,
including their business connections which are of a substantial nature.
The address of each company listed, unless otherwise noted, is 33 Gutter
Lane, London EC2V 8AS, United Kingdom. Schroder Capital Management
International Limited ("Schroder Ltd.") is a United Kingdom affiliate of
SCMI which provides investment management services to international
clients located principally in the United States.
David M. Salisbury, Chairman & Chief Executive. Mr. Salisbury is
also the Joint Chief Executive Officer and Director of Schroder Ltd.
and Director of Dimensional Fund Advisors Inc., 1299 Ocean Avenue,
Santa Monica, California, an investment advisory company and DFA
Securities Inc., a broker dealer subsidiary of Dimensional Fund
Advisors Inc. located at the same address. Until October 1992 Mr.
Salisbury was Chairman of Schroder Fund Advisors Inc. ("Schroder
Advisors"), 787 Seventh Avenue, New York, New York, a broker dealer.
Mr. Salisbury is a director or former director of various investment
trust companies and closed end investment companies for which SCMI
and/or its affiliates provide investment services.
John S. Ager, Senior Vice President. Mr. Ager is also a Director of
Schroder Ltd.
Richard R. Foulkes, Deputy Chairman. Mr. Foulkes is also an
Executive Vice President of Schroder Ltd.
David Gibson, Director. Mr. Gibson is also a Director of Schroder
Ltd., a Director of Schroder Investment Management Limited, and a
Director of Schroder Wertheim Investment Services, an SCMI
affiliate.
C. John Govett, Director. Mr. Govett is also a Director of Schroder
Ltd., Schroder Investment Management Limited, Schroder Personal
Investment Management (investment adviser), Schroder Ventures
Limited (investment adviser) and Schroder Venture International
Holdings Limited (investment adviser). He is Chairman and Director
of Schroder Properties Limited. He is also Director of several
investment companies for which SCMI and/or its affiliates provide
investment services.
Sharon L. Haugh, Director. Ms. Haugh is also a Director of Schroder
Ltd., a Director of Schroder Advisors and Deputy Chairman of
Schroder Wertheim Investment Services, an SCMI affiliate.
Laura E. Luckyn-Malone, Managing Director. Ms. Luckyn-Malone is
also a Managing Director of Schroder Ltd., President and Director of
a closed-end investment company for which SCMI and/or its affiliates
provide investment services, President and Trustee of an open-end
investment company for which SCMI and/or its affiliates provide
investment services and Chairman, President & Director of Schroder
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<PAGE>
Advisors. Ms. Luckyn-Malone is also a Director of Schroder Wertheim
Investment Services, an affiliate of SCMI.
Gavin D.L. Ralston, Director. Mr. Ralston is also a Director of
Schroder Ltd.
Mark J. Smith, Director. Mr. Smith is also a Director, Schroder
Ltd. and Schroder Investment Management (Guernsey) Limited, an
investment management company, and Director and a Vice President of
Schroder Advisors. Mr. Smith is also a director of various
investment trusts and open-end investment companies for which SCMI
and/or its affiliates provide investment services.
John A. Troiano, Managing Director. Mr. Troiano is also a Managing
Director of Schroder Ltd., Director of Schroder Advisors and Vice
President of open-end investment companies for which Schroder and/or
its affiliates provide investment services.
Jane Lucas, Director. Ms. Lucas is also a director Schroder
Wertheim Investment Services, an affiliate of SCMI and an officer of
various open-end investment companies for which SCMI and/or its
affiliates provide investment services.
Andrew R. Barker, First Vice President. Mr. Barker is also a First
Vice President of Schroder Ltd.
J. Ann Bonathan, First Vice President. Ms. Bonathan is also a First
Vice President of Schroder Ltd. Until December 1994, Ms. Bonathan
was Deputy Head of Custody Operations of SG Warburg, 1 Finsbury
Avenue, London, merchant bankers.
John D. Burns, First Vice President. Mr. Burns is also a First Vice
President of Schroder Ltd.
Heather F. Crighton, First Vice President. Ms. Crighton is also a
Vice President of Schroder Ltd.
Louise Crouset, Director. Mr. Crouset is also a Director of
Schroder Ltd.
Robert C. Davy, Director. Mr. Davy is also a Director of Schroder
Ltd. and an officer of open end investment companies for which SCMI
and/or its affiliates provide investment services.
Margaret H. Douglas-Hamilton, Secretary. Ms. Douglas-Hamilton is
also a First Vice President and General Counsel of Schroders
Incorporated, 787 Seventh Avenue, New York, New York, the holding
company for various United States based SCMI affiliates. Ms.
Douglas-Hamilton is also Secretary to various SCMI affiliates,
including Schroder Advisors and Schroder Wertheim Investment
Services.
Abdallah Nauphal, Director.
Joshua Shapiro, First Vice President.
John Stainsby, First Vice President. Mr. Stainsby is also First
Vice President of Schroder Ltd.
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Fariba Talebi, Group Vice President. Ms. Talebi is also an officer
of various open end investment companies for which SCMI and/or its
affiliates provide investment services.
Jan Kees van Heusde, First Vice President. Mr. van Heusde is also
First Vice President of Schroder Ltd.
Patrick Vermeulen, First Vice President. Mr. Vermeulen is also
First Vice President of Schroder Ltd.
Mark J. Astley, First Vice President, Assistant Director.
William H. Barnes, Vice President.
Susan M. Belson, Vice President.
Mark Bridgeman, Analyst/Fund Manager. Mr. Bridgeman is also a Fund
Manager of Schroder Ltd.
Alan Gilston, Vice President.
Donald Farquharson, First Vice President, Assistant Director.
James Gray, Vice President. Mr. Gray is also a Senior Vice
President of Schroder Advisors and a Vice President of Schroder
Wertheim Investment Services, an SCMI affiliate. During the last
two years, Mr. Gray has been a Mutual Fund Administrator at Furman
Selz, 230 Park Avenue, New York City, NY, a broker dealer and prior
to that, a Mutual Fund Administrator with Concord Holdings Corp.,
125 West 55th Street, New York City, a Mutual Fund Administration
business.
David Harris, Assistant Vice President.
Robert A. Jackowitz, Vice President. Mr. Jackowitz is also
Treasurer of Schroder Wertheim Investment Services, an SCMI
affiliate and various open- and closed-end investment companies for
which SCMI and/or its affiliates provide investment services.
Clare L. Latham, Vice President. Ms. Latham is also an Investment
Manager of Schroder Ltd.
Catherine A. Mazza, First Vice President. Ms. Mazza is also a
Senior Vice President of Schroder Advisors and a Vice President of
various open-end and closed-end investment companies for which SCMI
and/or its affiliates provide investment services. Until September
1994, Ms. Mazza was a Vice President of Alliance Capital, 1345 Sixth
Avenue, New York, NY 10105, an investment adviser.
Robert J. Martorana, Vice President.
Thomas Melendez, Vice President. Until October 1994, Mr. Melendez
was a Vice President of NatWest Securities, 175 Water Street, New
York, NY, an investment adviser.
Connie Moak-Mazur, Marketing, Client Services. Ms. Moak-Mazur is
also a Group Vice President of Schroder Wertheim Investment
Services, an affiliate of SCMI. Until June 1995, Ms. Moak-Mazur was
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in Marketing and Client Services at Wasser Stein Perells, 31 West
52nd Street, New York, NY, an investment bank.
Erick Richter, Assistant Vice President.
Ellen B. Sullivan, First Vice President.
Ira L. Unschuld, First Vice President. Mr. Unschuld is also an
officer of various open end investment companies for which SCMI
and/or its affiliates provide investment services.
Herve van Caloen, First Vice President. During the last two years,
Mr. Van Caloen was a Portfolio Manager at Provident Capital
Management, Philadelphia, PA, an Investment Adviser.
Dawn M. Vroegop, Vice President.
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) Schroder Fund Advisors, Inc., the Registrant's principal
underwriter, also serves as principal underwriter for WSIS Series Trust.
(b) Following is information with respect to each officer and
director of Schroder Fund Advisors Inc., the Distributor of the shares of
International Equity Fund, Schroder U.S. Equity Fund, Schroder U.S.
Smaller Companies Fund, Schroder Emerging Markets Fund and Schroder Latin
American Fund (each a series of the Registrant):
<TABLE>
<CAPTION>
Name and Principal Position and Offices Position and Offices
Business Address* with Distributor with Registrant
------------------ -------------------- --------------------
<S> <C> <C>
Laura E. Luckyn-Malone Chairman, President and Director and President
Director
Sharon L. Haugh Director None
Mark J. Smith Director and Vice President Director and Vice President
John A. Troiano Director Vice President
Margaret H. Douglas-Hamilton Secretary Secretary
Catherine A. Mazza Senior Vice President Vice President
Robert Jackowitz Treasurer Treasurer
</TABLE>
* Address for each is 787 Seventh Avenue, New York, New York 10019
except for John A. Troiano and Mark J. Smith each of whose address is 33
Gutter Lane, London, England.
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(c) Inapplicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
The accounts, books and other documents required to be maintained by
Registrant with respect to Schroder U.S. Smaller Companies Fund pursuant
to Section 31(a) of the Investment Company Act of 1940 and the Rules
thereunder will be maintained at the offices of Schroder Capital
Management International Inc. and Schroder Fund Advisors Inc., 787 Seventh
Avenue, New York, New York 10019, except that certain items will be
maintained at the following locations:
(a) Forum Financial Corp., Two Portland Square, Portland, Maine
04101 (shareholder records).
(b) Forum Financial Services, Inc., Two Portland Square,
Portland, Maine 04101 (corporate minute book).
ITEM 31. MANAGEMENT SERVICES.
Inapplicable.
ITEM 32. UNDERTAKINGS.
Registrant hereby undertakes to furnish to each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.
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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 14th day of October, 1996.
SCHRODER CAPITAL FUNDS (DELAWARE)
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 capabilities indicated on the 14th day of
October, 1996.
Signatures Title
---------- -----
(a) Principal Executive Officer
/s/ Laura E. Luckyn-Malone
---------------------------
Laura E. Luckyn-Malone President and Trustee
(b) Principal Financial and Accounting
ROBERT JACKOWITZ* Treasurer
(c) Majority of the Trustees
/s/ Laura E. Luckyn-Malone
---------------------------
Laura E. Luckyn-Malone Trustee
PETER E. GUERNSEY* Trustee
JOHN I. HOWELL* Trustee
HERMANN C. SCHWAB* Trustee
MARK J. SMITH* Trustee
*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 (Delaware) to be signed in the City of New York and State of New
York on the 14th 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
(Delaware) has been signed below by the following persons in the
capacities indicated on the 14th 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
HERMANN C. SCHWAB* Trustee
MARK J. SMITH* Trustee
*By: /s/ Thomas G. Sheehan
----------------------
Thomas G. Sheehan, Attorney-in-Fact
<PAGE>
