(File Nos. 2-34215 and 811-1911)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(3)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
SCHRODER CAPITAL FUNDS (DELAWARE)
(Name of Registrant as Specified in its Charter)
BOARD OF TRUSTEES OF REGISTRANT
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction
applies:
_________________________
2) Aggregate number of securities to which transaction
applies:
_________________________
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
_________________________
5) Total fee paid:
_________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
___________________
2) Form, Schedule or Registration Statement No.:
___________________
3) Filing Party:
___________________
4) Date Filed:
___________________
<PAGE>
SCHRODER INTERNATIONAL FUND
SCHRODER INTERNATIONAL SMALLER COMPANIES FUND
SCHRODER MICRO CAP FUND
SCHRODER U.S. EQUITY FUND
SCHRODER U.S. SMALLER COMPANIES FUND
(EACH, A FUND OF SCHRODER CAPITAL FUNDS (DELAWARE))
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
November 12, 1997
DEAR SHAREHOLDER:
You are cordially invited to attend the Special Meeting of Shareholders
(the "Meeting") of Schroder International Fund, Schroder International Smaller
Companies Fund, Schroder Micro Cap Fund, Schroder U.S. Equity Fund, and Schroder
U.S. Smaller Companies Fund (each a Fund of Schroder Capital Funds (Delaware)
to be held on Monday, December 8, 1997, at 4:00 p.m., Eastern time, at the
offices of the Trust's administrator and distributor at 787 Seventh Avenue, 5th
Floor, Boardroom A, New York, New York. At the Meeting, shareholders will be
asked to vote on the election of three new Trustees of the Trust and transact
any other business as may properly come before the Meeting and any adjournment
thereof.
Whether or not you plan to be present at the Meeting in person, you are
requested to cast your vote. PLEASE COMPLETE, SIGN, AND RETURN YOUR ENCLOSED
PROXY CARD(S) PROMPTLY. A POSTAGE-PAID ENVELOPE IS ENCLOSED FOR THIS PURPOSE.
We look forward to seeing you at the Meeting or receiving your proxy so
your shares may be voted at the Meeting.
Sincerely yours,
/s/ Mark J. Smith
Mark J. Smith
President
SHAREHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE SO AS TO BE REPRESENTED AT THE MEETING.
<PAGE>
SCHRODER CAPITAL FUNDS (DELAWARE)
--------------------------
NOTICE OF MEETING OF SHAREHOLDERS
--------------------------
A Special Meeting of Shareholders (the "Meeting") of Schroder International
Fund, Schroder International Smaller Companies Fund, Schroder Micro Cap Fund,
Schroder U.S. Equity Fund, and Schroder U.S. Smaller Companies Fund (each, a
Fund of Schroder Capital Funds (Delaware) (the "Trust") will be held at the
offices of the Trust's administrator and distributor at 787 Seventh Avenue, 5th
Floor, Boardroom A, New York, New York, on Monday, December 8, 1997, at 4:00
p.m., Eastern time, for the following purposes:
1. To elect three new Trustees of the Trust.
2. To consider and act upon such other matters as may properly come
before the Meeting.
Shareholders of record as of the close of business on October 29, 1997 are
entitled to notice of and to vote at the Meeting.
By order of the Trustees,
/s/ Alexandra Poe
Alexandra Poe
Secretary
November 12, 1997
<PAGE>
SCHRODER INTERNATIONAL FUND
SCHRODER INTERNATIONAL SMALLER COMPANIES FUND
SCHRODER MICRO CAP FUND
SCHRODER U.S. EQUITY FUND
SCHRODER U.S. SMALLER COMPANIES FUND
(EACH, A FUND OF SCHRODER CAPITAL FUNDS (DELAWARE))
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
-----------------------
PROXY STATEMENT
-----------------------
THE ENCLOSED PROXY IS SOLICITED BY THE TRUSTEES OF SCHRODER CAPITAL
FUNDS (DELAWARE) (THE "TRUST") FOR USE AT THE SPECIAL MEETING OF SHAREHOLDERS
(THE "MEETING") OF SCHRODER INTERNATIONAL FUND, SCHRODER INTERNATIONAL SMALLER
COMPANIES FUND, SCHRODER MICRO CAP FUND, SCHRODER U.S. EQUITY FUND, AND SCHRODER
U.S. SMALLER COMPANIES FUND (EACH, A "FUND" OF THE TRUST) TO BE HELD ON DECEMBER
8, 1997, AT 4:00 P.M., AT THE OFFICES OF THE TRUST'S ADMINISTRATOR AND
DISTRIBUTOR AT 787 SEVENTH AVENUE, 5TH FLOOR, BOARDROOM A, NEW YORK, NEW YORK,
AND AT ANY ADJOURNMENT THEREOF. The Board of Trustees has fixed the close of
business on October 29, 1997 ("Record Date") for the determination of
Shareholders entitled to notice of and to vote at the Meeting or any adjourned
session. These proxy materials are first being made available to shareholders on
or about November 12, 1997.
Shares represented by duly executed proxies will be voted in accordance
with the specification made. If no specification is made, shares will be voted
in accordance with the recommendation of the Trustees. You may revoke a proxy at
any time before it is exercised, by sending or delivering a written revocation
to the Secretary of the Trust (which will be effective when it is received by
the Secretary), by properly executing a later-dated proxy, or by attending the
Meeting, requesting return of your proxy, and voting in person.
COPIES OF THE MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS OF ANY FUND
ISSUED BY THE TRUST MAY BE OBTAINED WITHOUT CHARGE. FOR COPIES, PLEASE CALL THE
TRUST AT 1-800-290-9826 OR WRITE THE TRUST AT TWO PORTLAND SQUARE, PORTLAND,
MAINE 04101.
<PAGE>
I. ELECTION OF NEW TRUSTEES
The Trustees of the Trust have fixed the number of Trustees at eight and
are proposing that shareholders elect the HON. DAVID N. DINKINS, MR. PETER S.
KNIGHT and MS. SHARON L. HAUGH to serve as new Trustees of the Trust.
Information as to each of the nominees is provided below. Mr. Ralph E. Hansmann,
who served as a Trustee of the Trust since its organization on September 13,
1995, has resigned his position as Trustee as of May 19, 1997. Each of the
current Trustees was elected by shareholders on January 9, 1996.
The trustees of each of the other open-end investment companies in the
Schroder complex (Schroder Capital Funds ("SCF"), Schroder Capital Funds II
("SCF II") and Schroder Series Trust ("SST")) have nominated various
individuals, including in some instances the persons currently serving as
Trustees of the Trust, and Messrs. Dinkins and Knight and Ms. Haugh, to serve as
trustees of those investment companies. If each of the nominees for Trustees of
the Trust and of each of those investment companies is elected by the respective
shareholders, the same individuals would then serve as trustees of each of those
investment companies. A VOTE FOR THE ELECTION OF A NEW TRUSTEE WILL BE DEEMED TO
BE INSTRUCTIONS TO THE BOARD OF TRUSTEES TO VOTE FOR THE NOMINEE AS A TRUSTEE OF
SCHRODER CAPITAL FUNDS.
None of the nominees for election as Trustee, other than Ms. Haugh, is
an "interested person" of the Trust, of Schroder Capital Management
International Inc., the Trust's investment adviser ("Schroder"), or of Schroder
Fund Advisors Inc., the Trust's principal underwriter. Ms. Haugh is an
interested person by virtue of her position with Schroder and its affiliates.
The following table presents information about each of the nominees for
election as Trustee of the Trust. Also included is information about each
current Trustee and each of the executive officers of the Trust. Each of the
nominees for Trustee has agreed to serve if elected. However, if any of them
declines or becomes unavailable for election, the proxy confers discretionary
power on the persons named as proxy therein to vote in favor of substitute
nominees. Each of the persons named as an officer has been elected to the
indicated office by the Trustees and serves at the pleasure of the Trustees.
Each such officer's principal occupation is as an employee or officer of
Schroder or its affiliates or of Forum (the Trust's subadministrator) or its
affiliates. Each officer's principal occupation for the past five years is
listed; similar prior positions within the same company are omitted.
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<PAGE>
<TABLE>
<S> <C> <C>
TRUSTEES AND OFFICERS
Name, Position with Trust;
Principal Occupation;
Business Experience During Trustee or
the Past Five Years Age Officer Since
- ----------------------------------------------------- --- -------------
David N. Dinkins 69 Nominee
Trustee of Schroder Series Trust. Professor,
Columbia University School of International and
Public Affairs; Director, American Stock
Exchange; Carver Federal Savings Bank;
Transderm Laboratory Corporation; The Cosmetic
Center, Inc. Formerly, Mayor, City of New York.
Peter S. Knight 46 Nominee
Trustee of Schroder Series Trust. Partner,
Wunder, Knight, Levine, Thelen & Forcey;
Director, Comsat Corp.; Medicis Pharmaceutical
Corp.; Whitman Education Group Inc. Formerly,
Campaign Manager, Clinton/Gore '96.
Sharon L. Haugh* 51 Nominee
Chairman, Schroder Capital Management Inc.;
Executive Vice President and Director, Schroder
Capital Management International Inc.; Chairman
and Director, Schroder Fund Advisors Inc.
Mark J. Smith* 36 1995
President and Trustee of the Trust; Vice
President of Schroder Series Trust and Schroder
Asian Growth Fund; Director and First Vice
President of Schroder Capital Management Inc.
and Schroder Capital Management International
Inc.; Director, Schroder Investment Management
Ltd.; Director, Schroder Fund Advisors Inc.;
Trustee Schroder Capital Funds, Schroder Capital
Funds II, Vice President, Schroder Asian Growth
Fund, Inc.; Director, Schroder Japanese Warrant Fund Ltd.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C> <C>
TRUSTEES AND OFFICERS
Name, Position with Trust;
Principal Occupation;
Business Experience During Trustee or
the Past Five Years Age Officer Since
- ----------------------------------------------------- --- -------------
Peter E. Guernsey 76 1995
Trustee of the Trust, Schroder Capital Funds
and Schroder Capital Funds II; Director,
Schroder Asian Growth Fund, Inc. Formerly,
Senior Vice President, Marsh & McLennan, Inc.
John I. Howell 80 1995
Trustee of the Trust, Schroder Series Trust,
Schroder Capital Funds, Schroder Capital Funds
II; Director, Schroder Asian Growth Fund,
Inc.; Private Consultant; Director, American
International Life Assurance Company of New York
Clarence F. Michalis 75 1995
Trustee of the Trust, Schroder Capital Funds,
Schroder Capital Funds II; Chairman of the
Board of Directors, Josiah Macy, Jr. Foundation.
Hermann C. Schwab 77 1995
Trustee of the Trust, Schroder Capital Funds,
Schroder Capital Funds II; Trustee, St.
Lukes/Roosevelt Hospital Center. Formerly,
consultant to Schroder Capital Management
International Inc.
Catherine A. Mazza 37 1995
Vice President of the Trust and of Schroder
Series Trust. First Vice President, Schroder
Capital Management International Inc.;
President, Schroder Fund Advisors Inc.; Vice
President, Schroder Capital Funds, Schroder
Capital Funds II; Vice President and Assistant
Secretary, Schroder Asian Growth Fund.
Formerly, Vice President, Alliance Capital
Management L.P.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C>
TRUSTEES AND OFFICERS
Name, Position with Trust;
Principal Occupation;
Business Experience During
the Past Five Years Age Officer Since
- ----------------------------------------------------- --- -------------
Alexandra Poe 37 1996
Vice President and Secretary of the Trust.
Clerk of Schroder Series Trust; Vice President,
Schroder Capital Management International Inc.;
Senior Vice President, Secretary and Fund
Counsel, Schroder Fund Advisors Inc.; Vice
President and Secretary, Schroder Capital
Funds and Schroder Capital Funds II; Assistant
Secretary, Schroder Asian Growth Fund, Inc.
Formerly, Attorney, Gordon, Altman, Butowsky,
Weitzen, Shalov & Wein; Vice President and Counsel
Citibank, N.A.
Margaret H. Douglas-Hamilton 55 1995
Vice President of the Trust, Schroder Capital
Funds and Schroder Capital Funds II;
Secretary of Schroder Capital Management Inc.;
Secretary, Schroder Asian Growth Fund; Senior
Vice President and General Counsel of Schroders
Incorporated. Formerly, partner of Sullivan &
Worcester, a law firm.
Thomas G. Sheehan 42 1995
Acting Treasurer and Assistant Secretary of the
Trust, Schroder Capital Funds and Schroder
Capital Funds II; Managing Director, Forum
Financial Services, Inc. Formerly, Special
Counsel, U.S. Securities and Exchange
Commission, Division of Investment Management
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
TRUSTEES AND OFFICERS
Name, Position with Trust;
Principal Occupation;
Business Experience During
the Past Five Years Age Officer Since
- ----------------------------------------------------- --- -------------
John A. Troiano 38 1995
Vice President of the Trust, Schroder Capital
Funds and Schroder Capital Funds II; Director
and Chief Executive Officer of Schroder Capital
Management International Inc.; Managing Director
and Senior Vice President of Schroder Capital
Management Inc. Formerly, employed by various
affiliates of Schroder Capital Management Inc. in
various positions in the investment research and
portfolio management areas.
</TABLE>
* Ms. Haugh and Mr. Smith are "interested persons", as defined in the
Investment Company Act of 1940, as amended, of the Trust, Schroder, and
Schroder Fund Advisors Inc. by virtue of their positions with Schroder and
its affiliates.
The business address of each current Trustee and officer of the Trust and
of each nominee is 787 Seventh Avenue, 34th Floor, New York, New York 10019. The
Trust pays no compensation to its officers.
The term of office of each person elected as a Trustee will be until he
or she retires, resigns, is removed, or dies or until the next meeting of
shareholders called for the purpose of electing Trustees or until his or her
successor is elected and qualified. The Trust's Trust Instrument does not
provide for the annual election of Trustees. However, in accordance with the
Investment Company Act of 1940, as amended (the "1940 Act"): (1) the Trust will
hold a shareholders' meeting for the election of Trustees at such time as less
than a majority of the Trustees holding office has been elected by shareholders,
and (2) if, as a result of a vacancy among the Trustees, fewer than two-thirds
of the Trustees holding office have been elected by the shareholders, that
vacancy may only be filled by a vote of the shareholders. In addition, Trustees
may be removed from office by vote of the holders of two-thirds of the
outstanding shares of the Trust at a meeting called for that purpose. Each
officer of the Trust serves at the pleasure of the Trustees.
As of October 29, 1997, the nominees, current Trustees and officers of
the Trust in the aggregate owned less than 1% of the outstanding shares of the
Trust.
For the year ended October 31, 1997 (the most recent fiscal year for the
majority of the Trust's Funds), the Trustees of the Trust met five times.
Messrs. Howell, Guernsey and Schwab attended all of the meetings. Messrs.
Michalis and Hansmann attend four meetings and three meetings, respectively.
Each Trustee who is not an officer or employee of Schroder or its affiliates
receives an annual fee of $5,000 from the Trust, and an additional fee of $1,500
for
6
<PAGE>
each Trustees' meeting attended. The Trust pays no compensation to its officers
or to Trustees who are affiliated with Schroder. There are no audit, nominating
or compensation committees of the Trustees.
The Trust paid Trustees' fees aggregating $10,875 for the year ended
October 31, 1997. The following table sets forth information regarding
compensation paid for the year ended October 31, 1997 to those Trustees who are
not interested persons of the Trust.
<TABLE>
COMPENSATION TABLE
<S> <C> <C>
(1) (2) (3)*
TOTAL COMPENSATION FROM
NAME AGGREGATE COMPENSATION TRUST AND FUND COMPLEX
OF FROM TRUST PAID TO TRUSTEES
TRUSTEE
===================================================== ========================= ==========================
David N. Dinkins $ 0.00 $ 12,500.00
Peter S. Knight $ 0.00 $ 12,500.00
John I. Howell $ 2,250.00 $ 27,700.00
Ralph E. Hansmann $ 625.00 $ 1,875.00
Clarence F. Michalis $ 1,750.00 $ 5,250.00
Peter E. Guernsey $ 2,250.00 $ 6,750.00
Hermann C. Schwab $ 4,000.00 $ 13,000.00
</TABLE>
* The Total Compensation listed in column (3) for Messrs. Howell, Hansmann,
Michalis, Guernsey and Schwab includes compensation paid for services as a
Trustee of SCF. The Total Compensation listed in column (3) for Mr. Howell
also includes compensation for his services as a Trustee of SCF II, SST and
as a Director of Schroder Asian Growth Fund, Inc. ("SAGF"). The Total
Compensation listed in column (3) for Messrs. Dinkins and Knight represents
compensation paid for their services as Trustee of SST. The Trust, SCF, SCF
II, SST, and SAGF are considered part of the same "Fund Complex" for these
purposes.
The Trustees of the Trust have approved a change to the way in which
the fees payable to the Trustees of the Trust are calculated, to become
effective with the fiscal year beginning on November 1, 1997. Fees will be
calculated and payable on a complex-wide basis: Trustees will receive an annual
fee of $14,000 for their service as trustees of all of the open-end investment
companies in the Schroder complex, plus a $500 daily rate per meeting(s)
attended in person. When established, members of an audit committee for one or
more of the investment companies will receive an additional $1,000. Payment of
the annual fees will be allocated among the various investment companies based
on their relative net assets. Payment of fees for attendance at meetings of
Trustees of more than one investment company will be allocated among the
investment companies in question. In any case where the Trustees meet in respect
of only one investment company, the meeting fees for that meeting will be paid
only by that investment company.
The Trust's Trust Instrument provides that the Trust will indemnify its
Trustees and officers against liabilities and expenses incurred in connection
with litigation in which they may be involved because of being a trustee or
officer of the Trust, except if it is determined in the
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<PAGE>
manner specified in the of Trust Instrument that they have not acted in good
faith in the reasonable belief that their actions were in the best interest of
the Trust or that such indemnification would relieve any officer or Trustee of
any liability to the Trust or its shareholders by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of his or her duties. The
Trust, at its expense, provides liability insurance for the benefit of its
Trustees and officers.
The following persons are known to one or more of the Funds to have
owned of record or beneficially (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended), as of October 29, 1997, 5% or more
of the outstanding shares of the following Funds:
<TABLE>
<S> <C> <C> <C>
Amount and
Nature of
Beneficial Percentage of Percentage of
Shareholder Ownership Fund Shares Trust Shares
- ----------- --------- ----------- ------------
Schroder International Fund
- ---------------------------
Mac & Co. A/C 504-442 1,176,722 11.28% 3.48%
Mellon Bank NA
MPNF5044422
Mutual Fund Operations
PO Box 3198
Pittsburgh PA 15230-3198
Cal Farley's Boys Ranch Foundation 832,354 7.98% 2.46%
Attn. David Saultz
600 W 11th Street
Amarillo TX 79101
Union College Pooled Endowment Funds 756,136 7.25% 2.23%
Office of VP for Finance & Admin.
Fiduciary Trust Company Int'l
PO Box 3199 Church Street Station
Attention: Catherine Cosgrove
New York NY 10008
Mac & Co. A/C #504-288 728,400 6.98% 2.15%
Mellon Bank NA
Mutual Fund Operations
IWHF5042882
PO Box 3198
Pittsburgh PA 15230-3198
Cnom & Co. 586,038 5.62% 1.73%
Attn. Don Lugge
PO Box 500409
St. Louis MO 63150-0409
</TABLE>
8
<PAGE>
<TABLE>
<S> <C> <C> <C>
Amount and
Nature of
Beneficial Percentage of Percentage of
Shareholder Ownership Fund Shares Trust Shares
- ----------- --------- ----------- ------------
Schroder International Smaller Companies Fund
- ---------------------------------------------
Schroder Investment Management 600,000 80.89% 1.77%
Client Account
33 Gutter Lane
London EC2V8AS United Kingdom
Hudson-Webber Foundation 99,502 13.41% 0.29%
333 West Fort Street - Suite 1310
Detroit MI 48226
The Charles Schwab Trust Co. 42,173 5.68% 0.12%
Attention: Minna Alfaro
One Montgomery Street
7th Floor
San Francisco CA 94104
Schroder Micro Cap Fund
- -----------------------
Schroders Incorporated 200,000 90.10% 0.59%
Attn. Debbie Kravetz
787 Seventh Avenue - 6th Floor
New York NY 10019
Ira Unschuld 20,000 9.01% 0.06%
150 East 56th Street
New York NY 10022
Schroder U.S. Equity Fund
- -------------------------
Wendel & Co. A/C #902000 110,983 7.85% 0.33%
c/o The Bank of New York
Mutual Fund Reorg. Dept.
PO Box 1066
Wall Street Station
New York NY 10268
Schroder Nominees Limited 95,606 6.77% 0.28%
120 Cheapside
London EC2V 6DS United Kingdom
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C>
Amount and
Nature of
Beneficial Percentage of Percentage of
Shareholder Ownership Fund Shares Trust Shares
- ----------- --------- ----------- ------------
Schroder U.S. Equity Fund
- -------------------------
Security Nominees Incorporated 82,982 5.87% 0.25%
1 State Street
New York NY 10017
Citibank F.S.B. as Trustee 77,748 5.50% 0.23%
for Natwest Crawley
c/o Citicorp Services Inc.
Attn. Joe Villella
1410 N. Westshore Blvd.
Tampa FL 33607
Fox & Co. 72,706 5.14% 0.21%
PO Box 976
New York NY 10268
Schroder U.S. Smaller Companies Fund
- ------------------------------------
Schroder Nominees Limited 522,091 20.16% 1.54%
120 Cheapside
London EC2V 6DS United Kingdom
FTC & Co. 332,238 12.83% 0.98%
Attn. Datalynx #022
PO Box 173736
Denver CO 80217-3736
Gooss & Co. 315,630 12.19% 0.93%
c/o Chase Manhattan Bank
Attn. Mutual Funds
1211 - 6th Ave. - 35th Floor
New York NY 10036
Donaldson Lufkin & Jenrette 193,373 7.47% 0.57%
Securities Corporation
PO Box 2052
Mutual Funds Dept. - 5th Floor
Jersey City NJ 07303
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C>
Amount and
Nature of
Beneficial Percentage of Percentage of
Shareholder Ownership Fund Shares Trust Shares
- ----------- --------- ----------- ------------
Schroder U.S. Smaller Companies Fund
- ------------------------------------
Grace Church Co. 145,548 5.62% 0.43%
Grace Church Co.
75 Wall Street - 17th Floor
New York NY 10265
Fleet National Bank Trustee 127,893 4.94% 0.38%
f/b/o Durotest for Higgens Assoc.
UAD 9/1/93
Attn. 0109520070
PO Box 92800
Rochester NY 14692
</TABLE>
- ------------------------------------------------
As of the Record Date, there were outstanding 33,840,019 shares of the
Trust, including 10,430,057 shares of Schroder International Fund, 741,676
shares of Schroder International Smaller Companies Fund, 221,955 shares of
Schroder Micro Cap Fund, 1,412,176 shares of Schroder U.S. Equity Fund,
2,589,406 shares of Schroder U.S. Smaller Companies Fund, and 18,444,748 shares
of Schroder Emerging Markets Fund Institutional Portfolio (as described in a
separate proxy statement as of the same date). Each share is entitled to one
vote, with fractional shares voting proportionally.
The address of Schroder and of Schroder Fund Advisors Inc., the Trust's
administrator and distributor, is 787 Seventh Avenue, 34th Floor, New York, New
York 10019.
THE TRUSTEES UNANIMOUSLY RECOMMEND ELECTION OF EACH NOMINEE FOR TRUSTEE
LISTED ABOVE.
REQUIRED VOTE. The candidates receiving the affirmative vote of a
plurality of the votes cast at the Meeting, if a quorum is present, shall be
elected. Shares of all Funds shall vote together as a single class in respect of
the election of Trustees. One third (33 1/3%) of the shares entitled to vote at
the meeting shall constitute a quorum for purposes of the election of Trustees.
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<PAGE>
II. MISCELLANEOUS
OTHER BUSINESS. The Trustees know of no other business to be brought
before the Meeting. However, if any other matters properly come before the
Meeting, it is the Trustees' intention that proxies that do not contain specific
restrictions to the contrary will be voted on such matters in accordance with
the judgment of the persons named as proxy in the enclosed form of proxy.
PRINCIPAL UNDERWRITER. Schroder Fund Advisors Inc. is the principal
underwriter of the Trust's shares.
SOLICITATION OF PROXIES. In addition to the solicitation of proxies by
mail, Trustees of the Trust and employees of Schroder or its affiliates may
solicit proxies in person or by telephone. The cost of the solicitation, other
than by those employees, will be borne by the Trust.
ADJOURNMENT. In the event that sufficient votes in favor of the
election of each nominee for Trustee are not received by the time scheduled for
the Meeting, the persons named as proxies may propose one or more adjournments
of the Meeting for a reasonable time after the date set for the original Meeting
to permit further solicitation of proxies with respect to the election of such
nominee. In addition, if, in the judgment of the persons named as proxies,
subsequent developments make it advisable to defer action on the election of one
or more nominees, the persons named as proxies may propose one or more
adjournments of the Meeting for a reasonable time in order to defer action on
such election as they deem advisable. Any such adjournments will require the
affirmative vote of a majority of the votes cast on the question in person or by
proxy at the session of the Meeting to be adjourned, as required by the Trust's
Trust Instrument and Bylaws. The persons named as proxies will vote in favor of
such adjournment those proxies which they are entitled to vote in favor of the
election of any nominee. They will vote against any such adjournment all proxies
that withhold authority to vote for all of the nominees. The costs of any such
additional solicitation and of any adjourned session will be borne by the Trust.
TABULATION OF VOTES. Votes cast by proxy or in person at the Meeting
will be counted by persons appointed by the Trust to act as inspectors for the
Meeting. The inspectors will count the total number of votes cast "for" the
election of any nominee for purposes of determining whether sufficient
affirmative votes have been cast. The inspectors will count shares represented
by proxies that withhold authority to vote or "broker non-votes" (I.E., shares
held by brokers or nominees as to which: (1) instructions have not been received
from the beneficial owners or persons entitled to vote, and (2) the broker or
nominee does not have the discretionary voting power on a particular matter) as
shares that are present and entitled to vote on the matter for purposes of
determining the presence of a quorum. Broker non-votes will have no effect on
the outcome of the election of Trustees. All matters relating to the giving,
voting or validity of proxies shall be governed by the General Corporation Law
of the State of Delaware relating to proxies, and judicial interpretations
thereunder, as if the Trust were a Delaware corporation and the Shareholders
were shareholders of a Delaware corporation.
12
<PAGE>
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT MEETINGS OF
SHAREHOLDERS. The Trust's Trust Instrument does not provide for annual meetings
of shareholders, and the Trust does not currently intend to hold such a meeting
in 1998. Shareholder proposals for inclusion in the Trust's proxy statement for
any subsequent meeting must be received by the Trust a reasonable period of time
prior to any such meeting.
13
<PAGE>
[Left column]
SCHRODER CAPITAL FUNDS (DELAWARE)
2 PORTLAND SQUARE
PORTLAND, MAINE 04101
[Right column]
SCHODER CAPITAL FUNDS (DELAWARE)
SCHRODER INTERNATIONAL FUND
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES
Revoking any such prior appointments, the undersigned appoints
Catherine S. Wooledge and Thomas G. Sheehan, and each of them, attorneys and
proxies of the undersigned, each with power of substitution to vote all of the
shares of beneficial interest ("Shares") of Schroder International Fund, (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Schroder Capital Funds (Delaware) (the "Trust") to
be held at the offices of the Trust's administrator and distributor, Schroder
Fund Advisors Inc., 787 Seventh Avenue, 5th Floor, New York, New York 10019 at
4:00 p.m. on December 8, 1997 and at any adjournment or adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
THE SPECIFICATIONS MADE BY THE UNDERSIGNED. IF NO SPECIFICATIONS ARE MADE, SUCH
SHARES WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR TRUSTEE. IN THEIR
DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
In voting on election of new Trustees, a vote FOR a Trustee will be
deemed to be instructions to the Board of Trustees to vote for the Nominee as a
Trustee of Schroder Capital Funds.
[Bottom section of page]
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |X|
KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
SCHRODER CAPITAL FUNDS (DELAWARE) -
SCHRODER INTERNATIONAL FUND
Vote on New Trustees:
1. Election of New Trustees: 1) Hon. David N. Dinkins,
2) Peter S. Knight, and
3) Sharon L. Haugh
__________________________________ ________
Signature [Please Sign Within Box] Date
For Withhold For All To withhold authority to vote, mark
All All Except: "For All Except" and write the
- --- --- ------ nominee's number on the line below.
[ ] [ ] [ ] ______________________________________________
_________________________________ _________
Signature (If Shares held jointly) Date
<PAGE>
[Left column]
SCHRODER CAPITAL FUNDS (DELAWARE)
2 PORTLAND SQUARE
PORTLAND, MAINE 04101
[Right column]
SCHRODER CAPITAL FUNDS (DELAWARE)
SCHRODER INTERNATIONAL SMALLER
COMPANIES FUND
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES
Revoking any such prior appointments, the undersigned appoints
Catherine S. Wooledge and Thomas G. Sheehan, and each of them, attorneys and
proxies of the undersigned, each with power of substitution to vote all of the
shares of beneficial interest ("Shares") of Schroder International Smaller
Companies Fund (the "Fund") registered in the name of the undersigned at the
Special Meeting of Shareholders ("Meeting") of Schroder Capital Funds (Delaware)
(the "Trust") to be held at the offices of the Trust's administrator and
distributor, Schroder Fund Advisors Inc., 787 Seventh Avenue, 5th Floor, New
York, New York 10019 at 4:00 p.m. on December 8, 1997 and at any adjournment or
adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
THE SPECIFICATIONS MADE BY THE UNDERSIGNED. IF NO SPECIFICATIONS ARE MADE, SUCH
SHARES WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR TRUSTEE. IN THEIR
DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
In voting on election of new Trustees, a vote FOR a Trustee will be
deemed to be instructions to the Board of Trustees to vote for the Nominee as a
Trustee of Schroder Capital Funds.
[Bottom section of page]
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |X|
KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
SCHRODER CAPITAL FUNDS (DELAWARE) -
SCHRODER INTERNATIONAL SMALLER COMPANIES FUND
Vote on New Trustees:
1. Election of New Trustees: 1) Hon. David N. Dinkins,
2) Peter S. Knight, and
3) Sharon L. Haugh
________________________________ _________
Signature [Please Sign Within Box] Date
For Withhold For All To withhold authority to vote, mark
All All Except: "For All Except" and write the
- --- --- ------ nominee's number on the line below.
[ ] [ ] [ ] ______________________________________________
_____________________________________ ________
Signature (If Shares held jointly) Date
<PAGE>
[Left column]
SCHRODER CAPITAL FUNDS (DELAWARE)
2 PORTLAND SQUARE
PORTLAND, MAINE 04101
[Right column]
SCHRODER CAPITAL FUNDS (DELAWARE)
SCHRODER MICRO CAP FUND
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES
Revoking any such prior appointments, the undersigned appoints
Catherine S. Wooledge and Thomas G. Sheehan, and each of them, attorneys and
proxies of the undersigned, each with power of substitution to vote all of the
shares of beneficial interest ("Shares") of Schroder Micro Cap Fund (the "Fund")
registered in the name of the undersigned at the Special Meeting of Shareholders
("Meeting") of Schroder Capital Funds (Delaware) (the "Trust") to be held at the
offices of the Trust's administrator and distributor, Schroder Fund Advisors
Inc., 787 Seventh Avenue, 5th Floor, New York, New York 10019 at 4:00 p.m. on
December 8, 1997 and at any adjournment or adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
THE SPECIFICATIONS MADE BY THE UNDERSIGNED. IF NO SPECIFICATIONS ARE MADE, SUCH
SHARES WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR TRUSTEE. IN THEIR
DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
In voting on election of new Trustees, a vote FOR a Trustee will be
deemed to be instructions to the Board of Trustees to vote for the Nominee as a
Trustee of Schroder Capital Funds.
[Bottom section of page]
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |X|
KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
SCHRODER CAPITAL FUNDS (DELAWARE) -
SCHRODER MICRO CAP FUND
Vote on New Trustees:
1. Election of New Trustees: 1) Hon. David N. Dinkins,
2) Peter S. Knight, and
3) Sharon L. Haugh
___________________________________ _______
Signature [Please Sign Within Box] Date
For Withhold For All To withhold authority to vote, mark
All All Except: "For All Except" and write the
- --- --- ------ nominee's number on the line below.
[ ] [ ] [ ]
__________________________________ _______
Signature (If Shares held jointly) Date
<PAGE>
[Left column]
SCHRODER CAPITAL FUNDS (DELAWARE)
2 PORTLAND SQUARE
PORTLAND, MAINE 04101
[Right column]
SCHRODER CAPITAL FUNDS (DELAWARE)
SCHRODER U.S. EQUITY FUND
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES
Revoking any such prior appointments, the undersigned appoints
Catherine S. Wooledge and Thomas G. Sheehan, and each of them, attorneys and
proxies of the undersigned, each with power of substitution to vote all of the
shares of beneficial interest ("Shares") of Schroder U.S. Equity Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Schroder Capital Funds (Delaware) (the "Trust") to
be held at the offices of the Trust's administrator and distributor, Schroder
Fund Advisors Inc., 787 Seventh Avenue, 5th Floor, New York, New York 10019 at
4:00 p.m. on December 8, 1997 and at any adjournment or adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
THE SPECIFICATIONS MADE BY THE UNDERSIGNED. IF NO SPECIFICATIONS ARE MADE, SUCH
SHARES WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR TRUSTEE. IN THEIR
DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
In voting on election of new Trustees, a vote FOR a Trustee will be
deemed to be instructions to the Board of Trustees to vote for the Nominee as a
Trustee of Schroder Capital Funds.
[Bottom section of page]
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |X|
KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
SCHRODER CAPITAL FUNDS (DELAWARE) -
SCHRODER U.S. EQUITY FUND
Vote on New Trustees:
1. Election of New Trustees: 1) Hon. David N. Dinkins,
2) Peter S. Knight, and
3) Sharon L. Haugh
______________________________ ______
Signature [Please Sign Within Box] Date
For Withhold For All To withhold authority to vote, mark
ALL ALL EXCEPT: "For All Except" and write the
- --- --- ------ nominee's number on the line below.
[ ] [ ] [ ] __________________________________________
______________________________________ ________
Signature (If Shares held jointly) Date
<PAGE>
[Left column]
SCHRODER CAPITAL FUNDS (DELAWARE)
2 PORTLAND SQUARE
PORTLAND, MAINE 04101
[Right column]
SCHRODER CAPITAL FUNDS (DELAWARE)
SCHRODER U.S. SMALLER COMPANIES FUND
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES
Revoking any such prior appointments, the undersigned appoints
Catherine S. Wooledge and Thomas G. Sheehan, and each of them, attorneys and
proxies of the undersigned, each with power of substitution to vote all of the
shares of beneficial interest ("Shares") of Schroder U.S. Smaller Companies Fund
(the "Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Schroder Capital Funds (Delaware) (the "Trust") to
be held at the offices of the Trust's administrator and distributor, Schroder
Fund Advisors Inc., 787 Seventh Avenue, 5th Floor, New York, New York 10019 at
4:00 p.m. on December 8, 1997 and at any adjournment or adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
THE SPECIFICATIONS MADE BY THE UNDERSIGNED. IF NO SPECIFICATIONS ARE MADE, SUCH
SHARES WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR TRUSTEE. IN THEIR
DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
In voting on election of new Trustees, a vote FOR a Trustee will be
deemed to be instructions to the Board of Trustees to vote for the Nominee as a
Trustee of Schroder Capital Funds.
[Bottom section of page]
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |X|
KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
SCHRODER CAPITAL FUNDS (DELAWARE) -
SCHRODER U.S. SMALLER COMPANIES FUND
Vote on New Trustees:
1. Election of New Trustees: 1) Hon. David N. Dinkins,
2) Peter S. Knight, and
3) Sharon L. Haugh
___________________________________ _______
Signature [Please Sign Within Box] Date
For Withhold For All To withhold authority to vote, mark
All All Except: "For All Except" and write the
- --- --- ------ nominee's number on the line below.
[ ] [ ] [ ] _______________________________________
___________________________________ _______
Signature (If Shares held jointly) Date
