SCHRODER CAPITAL FUNDS /DELAWARE/
24F-2NT, 2000-01-28
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                                  UNITED STATES
                       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), 787 Seventh Avenue, New York, NY 10019
- -------------------------------------------------------------------------------
2.    The name of each series or class of securities for which this Form is
      filed (if the Form is being filed for all series and classes of securities
      of the issuer, check the box but do not list series or classes): |X|
- -------------------------------------------------------------------------------
3.    Investment Company Act File Number: 811-1911

      Securities Act File Number: 2-34215
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4(a). Last day of fiscal year for which this Form is filed:    October 31, 1999*

* Three of the issuer's series, Schroder Emerging Markets Fund, Schroder U.S.
Smaller Companies Fund, and Schroder Micro Cap Fund, changed their fiscal year
ends from May 31 to October 31 since the last Form 24F-2 was filed for these
Funds. Accordingly, this form reports as to securities sold and redeemed by
these Funds for the period June 1, 1999 through October 31, 1999.

- -------------------------------------------------------------------------------
4(b). / /      Check box if this Form is being filed late (i.e., more than
               90 calendar days after the end of the issuer's fiscal year).
               (See Instruction A.2)

               Note:  If the Form is being filed late, interest must be paid on
               the registration fee due.
- -------------------------------------------------------------------------------
4(c). / /      Check box if this is the last time the issuer will be filing
               this Form.
- -------------------------------------------------------------------------------


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<TABLE>
- ------------------------------------------------------------------------------------------------
<S>                                                                                 <C>
5. Calculation of registration fee:

      (i)         Aggregate sale price of securities sold during the                $240,933,316
                  fiscal year pursuant to section 24(f):                             -----------

      (ii)        Aggregate price of securities redeemed or

                  repurchased during the fiscal year:                               $146,065,138
                                                                                    ------------

      (iii)       Aggregate price of securities redeemed or repurchased during
                  any PRIOR fiscal year ending no earlier than October 11, 1995
                  that were not previously used to reduce registration fees
                  payable to the Commission:                                         $64,009,534
                                                                                     -----------

      (iv)        Total available redemption credits [add Items 5(ii) and 5(iii)]: -$210,074,672
                                                                                    ------------
      (v)         Net sales -- if Item 5(i) is greater than Item 5(iv)
                  [subtract Item 5(iv) from Item 5(i)]:                              $30,858,644
                                                                                     -----------

           -------------------------------------------------------------------------------------
            (vi)  Redemption credits available for use in future years                   $     0
                  -- if Item 5(i) is less than Item 5(iv) [subtract Item                 -------
                  5(iv) from Item 5(i)]:
           -------------------------------------------------------------------------------------

      (vii)       Multiplier for determining registration fee (See
                  instruction C.9):                                                    x .000264
                                                                                        --------

      (viii)      Registration fee due [multiply Item 5(v) by Item
                  5(vii)] (enter "O" if no fee is due):                               =$8,146.68
                                                                                       ---------
- ------------------------------------------------------------------------------------------------
</TABLE>

6.    Prepaid Shares

      If the response to item 5(i) was determined by deducting an amount of
      securities that were registered under the Securities Act of 1933 pursuant
      to rule 24e-2 as in effect before October 11, 1997, then report the amount
      of securities (number of shares or other units) deducted here: N/A. If
      there is a number of shares or other units that were registered pursuant
      to rule 24e-2 remaining unsold at the end of the fiscal year for which
      this form is filed that are available for use by the issuer in future
      fiscal years, then state that number here: N/A.

- -------------------------------------------------------------------------------
7.    Interest due -- if this Form is being filed more than 90 days after the
      end of the issuer's fiscal year (see Instruction D):

                                                                      N/A
                                                                      ---

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- -------------------------------------------------------------------------------
8.    Total of the amount of the registration fee due plus any interest due
      [line 5(viii) plus line 7]:

                                                                     =$8,146.68
                                                                      ---------
- -------------------------------------------------------------------------------
9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:

                  January 27, 2000

                  Method of Delivery:

                                    /X/     Wire Transfer
                                    / /     Mail or other means



                                   SIGNATURES

Notice is hereby given that this instrument is executed on behalf of the Trust
by an officer of the Trust as an officer and not individually and the
obligations of the Trust arising out of this instrument are not binding upon any
of the trustees, officers, or shareholders of the Trust individually but are
binding only upon the assets and property of the Trust.

This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.

By (Signature and Title)*     /s/ Alan Mandel
                         -----------------------------------------
                                  Alan Mandel, Treasurer
                         -----------------------------------------
Date   January 28 , 2000
     ----------------------
    *Please print the name and title of the signing officer
below the signature.




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