<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
- --------------------------------------------------------------------------------
1. Name and address of issuer:
Schroder Capital Funds (Delaware)
formerly Schroder Capital Funds, Inc.
Two Portland Square
Portland, ME 04101
- --------------------------------------------------------------------------------
2. Name of each series or class of funds for which this notice is filed:
Schroder Emerging Markets Fund - Institutional Portfolio
Schroder International Fund (FORMERLY INTERNATIONAL EQUITY FUND)
Schroder U.S. Equity Fund
Schroder U.S. Smaller Companies Fund
- --------------------------------------------------------------------------------
3. Investment Company Act File Number: 811-1911
Securities Act File Number: 2-34215
- --------------------------------------------------------------------------------
4. Last day of fiscal year for which this notice is filed:
October 31, 1996
- --------------------------------------------------------------------------------
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
- --------------------------------------------------------------------------------
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable (see Instruction A.6):
- --------------------------------------------------------------------------------
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to Rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
Zero (0)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
10,834,242 Shares
- --------------------------------------------------------------------------------
9. Number and aggregate sale price of securities sold during fiscal year:
Shares Dollars
------ -------
Schroder Emerging Markets Fund -
Institutional Portfolio 13,543,230 $156,356,464
Schroder International Fund (FORMERLY
INTERNATIONAL EQUITY FUND) 3,140,534 61,632,947
Schroder U.S. Equity Fund 274,295 2,424,699
Schroder U.S. Smaller Companies Fund 202,688 3,219,740
---------- ------------
17,160,747 $223,633,850
- --------------------------------------------------------------------------------
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to Rule 24f-2:
Shares Dollars
------ -------
Schroder Emerging Markets Fund -
Institutional Portfolio 6,480,861 $74,011,432
Schroder International Fund (FORMERLY
INTERNATIONAL EQUITY FUND)
Schroder U.S. Equity Fund 274,295 2,539,972
Schroder U.S. Smaller Companies Fund
--------- -----------
6,755,156 $76,551,404
- --------------------------------------------------------------------------------
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Securities issued during the fiscal year in connection with dividend
reinvestment plans are included in the securities reported in Item 9.
- --------------------------------------------------------------------------------
-2-
<PAGE>
- --------------------------------------------------------------------------------
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
Rule 24f-2 (from Item 10): $ 76,551,404
--------------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + *
--------------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 76,551,411
--------------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to
Rule 24e-2 (if applicable): + 0
--------------------
(v) Net aggregate price of securities sold and
issued during the fiscal year in reliance
on Rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)] (if applicable): (7.00)
--------------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6): x 1/3300
--------------------
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 0.00
--------------------
--------------------
* SHARES ISSUED IN CONNECTION WITH DIVIDEND REINVESTMENT PLANS ARE INCLUDED
IN THE SECURITIES REPORTED IN ITEM 9.
- --------------------------------------------------------------------------------
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (ii), (iii), (iv), AND (v) ONLY IF
THE FORM IS BEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF THE
ISSUER'S FISCAL YEAR. See Instruction C.3.
- --------------------------------------------------------------------------------
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in Section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[ ]
- --------------------------------------------------------------------------------
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
N/A
- --------------------------------------------------------------------------------
SIGNATURES
This report has been signed by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Thomas G. Sheehan
-------------------------------------------
Assistant Treasurer and Assistant Secretary
Date December 27, 1996
-----------------
* Please print the name and title of the signing officer below the signature.
- --------------------------------------------------------------------------------
-3-
<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
RULE 24f-2 NOTICE
SCHRODER CAPITAL FUNDS (DELAWARE)
Two Portland Square
Portland, ME 04101
SIGNATURE
Pursuant to the requirements of Rule 24f-2 under the Investment Company Act
of 1940, Schroder Capital Funds (Delaware) has duly caused this Rule 24f-2
Notice to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Portland, and State of Maine, on this 26th day of December, 1996.
Schroder Capital Funds (Delaware)
By: /s/ John Y. Keffer
----------------------------
John Y. Keffer
Vice President
-4-
<PAGE>
JACOBS PERSINGER & PARKER
77 Water Street
New York, N.Y. 10005
(212) 344-1866
December 26, 1996
Schroder Capital Funds (Delaware)
Two Portland Square
Portland, Maine 04101
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 Emerging
Markets Fund - International Portfolio, 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) Form 24F-2 Annual Notice of
Securities Sold Pursuant to Rule 24f-2 with respect to the fiscal year ended
October 31, 1996 (the "24F-2 Notice"), (ii) various Post-Effective Amendments to
the Trust's Registration Statement on Form N-1A (the "Registration Statement"),
relating to the registration of shares of the Funds, respectively, with respect
to which the 24F-2 Notice applies, and (iii) the various effective prospectuses
of the Funds contained in the relevant 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:
<PAGE>
Schroder Capital Funds (Delaware)
December 26, 1996
Page 2
1. The Trust is authorized to issue an unlimited number of shares. The
offer and sale of the shares covered by the 24F-2 Notice, to wit, 13,543,230
shares of Schroder Emerging Markets Fund - International Portfolio, 3,140,534
shares of Schroder International Fund, 274,295 shares of Schroder U.S. Equity
Fund, and 202,688 shares of Schroder U.S. Smaller Companies Fund (the
"Registered Shares"), have been duly and validly authorized by all requisite
trust action.
2. Assuming that the Registered Shares were duly sold, issues, and paid
for as contemplated by the Prospectuses, they were validly and legally issued,
and are fully paid and non-assessable.
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.
Very truly yours,
/s/ Jacobs Persinger & Parker
