<PAGE>
As filed with the Securities and Exchange Commission
on May 15, 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. 51
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 32
_____________________________________________________________
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:
____ immediately upon filing pursuant to Rule 485, paragraph
(b)
X on May 16, 1996 pursuant to Rule 485, paragraph (b)
<PAGE>
____ 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)
X 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 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 was filed
with the Commission on or about December 28, 1995. International
Equity Fund and Schroder Emerging Markets Fund Institutional
Portfolio of Registrant are structured as master-feeder funds.
This amendment includes a 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 Financial Highlight
Information
4. General Description of The Fund - Investment
Registrant Objective; 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. Managements Discussion Not Applicable
of Fund Performance
6. Capital Stock and Other Information -
Other Securities Capitalization and Voting;
Shareholder Inquiries;
Dividends, Distributions
and Taxes
7. Purchase of Securities Investment in the Fund -
Purchase of Shares;
Retirement Plans; Net
<PAGE>
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
Location in Statement
Form N-1A of Additional
Item No. (Caption) Information (Caption)
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information Other Information -
and History Organization
13. Investment Objectives Investment Policies;
and Policies Investment Restrictions
14. Management of the Fund Management - Trustees and
Officers
15. Control Persons and Other Information -
Principal Principal Shareholders
Holders of Securities
16. Investment Advisory and Management - Investment
Other Services Adviser; 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 Information -
Other Securities Capitalization and Voting
19. Purchase, Redemption Determination of Net
and Pricing of Asset Value Per Share
Securities Being Offered
20. Tax Status Taxation
21. Underwriters Management - Distribution
of Fund Shares; Fees and
Expenses
<PAGE>
22. Calculation of Other Information -
Performance Data Performance Information
23. Financial Statements Financial Statements
<PAGE>
PART A
The Prospectuses for Schroder Capital Funds (Delaware) (the
"Registrant") filed as Part A to Post-Effective Amendment No. 47
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, and
Schroder Emerging Markets Fund Institutional Portfolio, all
series of the Registrant.
<PAGE>
PART B
The Statements of Additional Information (the "SAIs") for
Schroder Capital Funds (Delaware) (the "Registrant") filed as
Part B to Post-Effective Amendment No. 47 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,
and Schroder Emerging Markets Fund Institutional Portfolio, all
series of the Registrant.
<PAGE>
PART C
Part C for Schroder Capital Funds (Delaware) (the "Registrant"),
filed as part of Post-Effective Amendment No. 47 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 15th day of May, 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 capacities indicated
on the 15th day of May, 1996.
Signatures Title
(a) Principal Executive Officer
/s/ Laura E. Luckyn-Malone President
__________________________ and Director
Laura E. Luckyn-Malone
(b) Principal Financial and
Accounting Officer
__________________________ Treasurer
Robert Jackowitz*
<PAGE>
(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 (Delaware) to be signed in the City of New
York, State of New York on the 15th day of May, 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 15th day of May, 1996.
Signatures Title
(a) Principal Executive Officer
/s/ Laura E. Luckyn-Malone President
__________________________ and Director
Laura E. Luckyn-Malone
(b) Principal Financial and
Accounting Officer
__________________________ 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
47180000.AI0
