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June 30, 2000
Schroder Capital Funds (Delaware)
P.O. Box 8507
Boston, Massachusetts 02266
Re: Schroder Capital Funds (Delaware)
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Ladies and Gentlemen:
We have acted as special Delaware counsel to Schroder Capital Funds
(Delaware), a Delaware business trust (the "Trust"), in connection with
certain matters relating to the issuance of Shares of the Trust. Capitalized
terms used herein and not otherwise herein defined are used as defined in the
Trust Instrument of the Trust dated as of September 6, 1995, as amended on
September 17, 1996, and as restated on March 13, 1998 (as so amended and
restated, the "Governing Instrument").
We understand that, pursuant to an Agreement and Plan of Reorganization
(the "Plan") to be entered into by Schroder Series Trust, a Massachusetts
Business Trust, on behalf of its Schroder Large Capitalization Equity Fund
series (the "Large Cap Fund"), and the Trust on behalf of its Schroder U.S.
Diversified Growth Fund series (the "Diversified Growth Fund"), and subject
to the conditions set forth therein, Shares of the Diversified Growth Fund
will be distributed to shareholders of the Large Cap Fund in liquidation of
the Large Cap Fund. The Shares of the Diversified Growth Fund to be issued
pursuant to the Plan are referred to herein as the "Diversified Growth Fund
Shares."
In rendering this opinion, we have examined and relied on copies of the
following documents, each in the form provided to us: the Certificate of
Trust of the Trust as filed in the Office of the Secretary of State of
Delaware (the "State Office") on January 9, 1996; the Governing Instrument;
the Plan; the Minutes of the Meeting of the Board of Directors/Trustees of
the Trust dated as of September 13, 1995; Minutes of the Meetings of the
Board of Trustees of the Trust dated as of September 14, 1998; draft Minutes
of the Meeting of the Trustees of the
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Schroder Capital Funds (Delaware)
June 30, 2000
Page 2
Trust held on May 23, 2000 (the "Draft Minutes"); the By-laws of the Trust
dated as of September 8, 1995 (the "By-laws and, together with the Governing
Instrument, the Plan and all of the foregoing actions by the Trustees of the
Trust, the "Governing Documents"); the Trust's Notification of Registration
Filed Pursuant to Section 8(a) of the Investment Company Act of 1940 on Form
N-8A as filed with the Securities and Exchange Commission on January 8, 1996;
and a certification of good standing of the Trust obtained as of a recent
date from the State Office. In such examinations, we have assumed the
genuineness of all signatures, the conformity to original documents of all
documents submitted to us as copies or drafts of documents to be executed,
and the legal capacity of natural persons to complete the execution of
documents. We have further assumed for the purpose of this opinion: (i) the
due formation or organization, valid existence and good standing of each
entity (other than the Trust) that is a party to any of the documents
reviewed by us under the laws of the jurisdiction of its respective formation
or organization; (ii) the due adoption, authorization, execution and delivery
by, or on behalf of, each of the parties thereto of the above-referenced
resolutions, instruments, certificates and other documents, including,
without limitation, the Plan and the Draft Minutes, and of all documents
contemplated by the Governing Documents to be executed by investors acquiring
Shares; (iii) the transfer of the assets of the Large Cap Fund to the
Diversified Growth Fund, the satisfaction of all conditions precedent to the
issuance of the Diversified Growth Fund Shares pursuant to the Plan and
compliance with the other terms, conditions and restrictions set forth in the
Governing Documents in connection with the issuance of Shares (including,
without limitation, the taking of all appropriate action by the Trustees to
designate Series of Shares and classes thereof and the rights and preferences
attributable thereto as contemplated by the Governing Instrument; (iv) that
appropriate notation of the names and addresses of, the number of Shares held
by, and the consideration paid by, Shareholders will be maintained in the
appropriate registers and other books and records of the Trust in connection
with the issuance, redemption or transfer of Shares; (v) that no event has
occured or, prior to issuance of the Diversified Growth Fund Shares pursuant
to the Plan, will occur that would cause a termination or reorganization of
the Trust or the Diversified Growth Fund under Section 2.06, Section 11.04 or
Section 11.05 of the Governing Instrument; (vi) that the Trust became, prior
to or within 180 days following the first issuance of beneficial interests
therein, a registered investment company under the Investment Company Act of
1940, as amended (the "1940 Act"); (vii) that the activities of the Trust
have been and will be conducted in accordance with the terms of the Governing
Instrument and the Delaware Business Trust Act, 12 Del. C. -SectionSection-
3801 ET SEQ. (the "Delaware Act"); and (viii) that each of the documents
examined by us is in full force and effect and has not been amended,
supplemented or otherwise modified except as herein referenced. No opinion
is expressed herein with respect to the requirments of, or compliance with,
federal or state securities or blue sky laws. Further, we have not
participated in the preparation of any offering documentation relating to the
Trust or the Shares and we assume no responsibility for their contents. As
to any facts material to our opinion, other than those assumed, we have
relied without independent investigation on the above-referenced documents
and on the accuracy, as of the date hereof, of the matters therein contained.
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Schroder Capital Funds (Delaware)
June 30, 2000
Page 3
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
1. The Trust is a duly formed and validly existing business trust in
good standing under the laws of the State of Delaware.
2. The Diversified Growth Fund Shares to be issued pursuant to the Plan
will, upon issuance, constitute legal issued, fully paid and non-assessable
Shares of beneficial interest in the Trust.
We hereby consent to the filing of a copy of this opinion with the
Securities and Exchange Commission an amendment to the Trust's Registration
Statement on Form N-14 as filed with the Securities and Exchange Commission
on June 2, 2000. In giving this consent, we do not thereby admit that we come
within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as provided in this
paragraph, the opinion set forth above is expressed solely for the benefit of
the addressee hereof in connection with the matters contemplated hereby and
may not be relied upon for any other purpose or by any other person or entity
without our prior written consent. This opinion speaks only as of the date
hereof and is based on our understanding and assumptions as to present facts,
and on the application of Delaware law as the same exists on the date hereof,
and we undertake no obligation to update or supplement this opinion after the
date hereof for the benefit of any person or entity with respect to any facts
or circumstances that may hereafter come to our attention or any changes in
facts or law that may hereafter occur or take effect.
Sincerely,
/s/ Morris, Nichols, Arsht & Tunnell
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MORRIS, NICHOLS, ARSHT & TUNNELL
177962
