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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2000
REGISTRATION NO. 333-38438
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 1 [X]
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SCHRODER CAPITAL FUNDS (DELAWARE)
(Exact name of Registrant as Specified in Charter)
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
(Address of Principal Executive Offices) (Zip Code)
(212) 641-3800
(Area Code and Telephone Number)
Carin F. Muhlbaum, Esq.
Schroder Investment Management North America Inc.
787 Seventh Avenue
New York, New York 10019
(Name and Address of Agent for Service)
Copies to:
Timothy W. Diggins, Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624
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THE REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF ITS SECURITIES UNDER
THE SECURITIES ACT OF 1933, PURSUANT TO RULE 24f-2 UNDER THE INVESTMENT COMPANY
ACT OF 1940. IN RELIANCE UPON RULE 24f-2, NO FILING FEE IS BEING PAID AT THIS
TIME.
THIS AMENDMENT TO THE REGISTRATION STATEMENT ON FORM N-14 OF SCHRODER
CAPITAL FUNDS (DELAWARE), FILED WITH THE COMMISSION ON JUNE 2, 2000
(ACCESSION NUMBER 0000912057-00-027206; 1933 ACT REGISTRATION NO. 333-38438)
(THE "REGISTRATION STATEMENT"), IS BEING FILED TO ADD EXHIBIT 12 TO THE
REGISTRATION STATEMENT. NO OTHER INFORMATION CONTAINED IN THE REGISTRATION
STATEMENT, WHICH IS INCORPORATED HEREIN BY REFERENCE IN ITS ENTIRETY, IS
AMENDED, DELETED, OR SUPERSEDED HEREBY.
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PART C
ITEM 15. INDEMNIFICATION.
Section 10.02 of the Registrant's Trust Instrument reads as follows:
"(a) Subject to the exceptions and limitations contained in subsection
10.02(b): "(i) every person who is, or has been, a Trustee or officer of the
Trust (hereinafter referred to as a "Covered Person") shall be indemnified by
the Trust to the fullest extent permitted by law against liability and
against all expenses reasonably incurred or paid by him in connection with
any claim, action, suit or proceeding in which he becomes involved as a party
or otherwise by virtue of his being or having been a Trustee or officer and
against amounts paid or incurred by him in the settlement thereof; "(ii) the
words "claim," "action," "suit," or "proceeding" shall apply to all claims,
actions, suits or proceedings (civil, criminal or other, including appeals),
actual or threatened while in office or thereafter, and the words "liability"
and "expenses" shall include, without limitation, attorneys' fees, costs,
judgments, amounts paid in settlement, fines, penalties and other liabilities.
"(b) No indemnification shall be provided hereunder to a Covered Person:
"(i) who shall have been adjudicated by a court or body before which the
proceeding was brought: (A) to be liable to the Trust or its Holders by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the Covered Person's
office; or (B) not to have acted in good faith in the reasonable belief that
Covered Person's action was in the best interest of the Trust; or "(ii) in
the event of a settlement, unless there has been a determination that such
Trustee or officer did not engage in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the
Trustee's or officer's office: (A) by the court or other body approving the
settlement; (B) by at least a majority of those Trustees who are neither
Interested Persons of the Trust nor are parties to the matter based upon a
review of readily available facts (as opposed to a full trial-type inquiry);
or (C) by written opinion of independent legal counsel based upon a review of
readily available facts (as opposed to a full trial-type inquiry); provided,
however, that any Holder may, by appropriate legal proceedings, challenge any
such determination by the Trustees or by independent counsel.
"(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall not be
exclusive of or affect any other rights to which any Covered Person may now
or hereafter be entitled, shall continue as to a person who has ceased to be
a Covered Person and shall inure to the benefit of the heirs, executors and
administrators of such a person. Nothing contained herein shall affect any
rights to indemnification to which Trust personnel, other than Covered
Persons, and other persons may be entitled by contract or otherwise under law.
"(d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described
in Subsection 10.02(a) of this Section 10.02 may be paid by the Trust or
Series from time to time prior to final disposition thereof upon receipt of
an undertaking by or on behalf of such Covered Person that such amount will
be paid over by him to the Trust or Series if it is ultimately determined
that he is not entitled to indemnification under this Subsection 10.02;
provided, however, that either (i) such Covered Person shall have provided
appropriate security for such undertaking, (ii) the Trust is insured against
losses arising out of any such advance payments or (iii) either a majority of
the Trustees who are neither Interested Persons of the Trust nor parties to
the matter, or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a
trial-type inquiry or full investigation), that there is reason to believe
that such Covered Person will be found entitled to indemnification under this
Section 10.02."
ITEM 16. EXHIBITS.
(1) Trust Instrument of Registrant Amended and Restated as of March 13,
1998 (see Note 1).
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(2) Bylaws of Registrant dated September 8, 1995 (see Note 2).
(3) Not Applicable.
(4) Form of Agreement and Plan of Reorganization--filed as Appendix A to
Part A hereof.
(5) See the following Articles and Sections in the Trust Instrument
filed as Exhibit (a): Article II, Sections 2.03, 2.04, 2.06, 2.08, 2.09,
2.10, 2.11; Article III, Section 3.08; Article VII; Article IX; and Article
X, Section 10.03.
(6) Form of Amended and Restated Investment Advisory Agreement between
the Trust and SIM N.A. dated as of September 15, 1999, with respect to
Schroder U.S. Diversified Growth Fund (see Note 7).
(7) Form of Distribution Agreement between the Trust and Schroder Fund
Advisors Inc. dated as of September 15, 1999 (see Note 6).
(8) Not Applicable.
(9) Custodian Contract between the Trust and State Street Bank and Trust
Company dated as of May 31, 1999 (see Note 5).
(10) Distribution Plan with respect to Advisor Shares (see Note 3).
(b) Multiclass (Rule 18f-3) Plan adopted by Trust (see Note 4).
(11) (b) Opinion of Special Counsel (see Note 9).
(12) Tax Opinion of Ropes & Gray is filed herewith.
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(13) (a) Administration Agreement between the Trust and Schroder Fund
Advisors Inc. (see Note 7).
(b) Sub-administration Agreement among Schroder Fund Advisors, Inc.,
the Trust, Schroder Capital Funds, Schroder Series Trust II and
State Street Bank and Trust Company dated as of June 1, 1999 (see
Note 5).
(c) Transfer Agency and Service Agreement between the Trust and State
Street Bank and Trust Company dated as of May 28, 1999 (see
Note 5).
(14) (a) Consent of PricewaterhouseCoopers LLP for Schroder U.S.
Diversified Growth Fund (see Note 9).
(b) Consent of Arthur Anderson LLP for Schroder Large Capitalization
Equity Fund (see Note 8).
(15) No financial statements were omitted.
(16) Power of Attorney for Peter E. Guernsey, Sharon L. Haugh, John I.
Howell, Peter S. Knight, Alan M. Mandel, William L. Means, Clarence F.
Michalis, Alexandra Poe, Hermann C. Schwab (see Note 8).
Notes:
1. Exhibit incorporated by reference to Post-Effective Amendment No. 68 to
the Trust's Registration Statement on Form N-1A filed via EDGAR on
September 30, 1998, accession number 0001004402-98-000531.
2. Exhibit incorporated by reference to Post-Effective Amendment No. 61 to
the Trust's Registration Statement on Form N-1A filed via EDGAR on April
18, 1997, accession number 0000912057-97-013527.
3. Exhibit incorporated by reference to Post-Effective Amendment No. 63 to
the Trust's Registration Statement on Form N-1A filed via EDGAR on July
18, 1997, accession number 001004402-97-000035.
4. Exhibit incorporated by reference to Post-Effective Amendment No. 65 to
the Trust's Registration Statement on Form N-1A filed via EDGAR on
January 27, 1998, accession number 0001004402-98-000053.
5. Exhibit incorporated by reference to Post-Effective Amendment No. 74 to
the Trust's Registration Statement on Form N-1A filed via EDGAR on July
12, 1999, accession number 0001047469-99-027251.
6. Exhibit incorporated by reference to Post-Effective Amendment No. 75 to
the Trust's Registration Statement on Form N-1A filed via EDGAR on
September 30, 1999, accession number 0001047469-99-037395.
7. Exhibit incorporated by reference to Post-Effective Amendment No. 76
to the Trust's Registration Statement on Form N-1A filed via EDGAR on
February 29, 2000, accession number 0000912057-00-009074.
8. Exhibit incorporated by reference to the Trust's Registration
Statement on Form N-14 filed via EDGAR on June 2, 2000, accession number
0000912057-00-027206.
9. Exhibit incorporated by reference to Pre-Effective Amendment No. 1 to
the Trust's Registration Statement on Form N-14 filed via EDGAR on
June 30, 2000, accession number 0000912057-00-030681.
ITEM 17. UNDERTAKINGS
(1) The Registrant agrees that prior to any public reoffering of the securities
registered through the use of a prospectus which is a part of this
registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act of
1933, the reoffering prospectus will contain the information called for by
the applicable registration form for reofferings by
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persons who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
(2) The Registrant agrees that every prospectus that is filed under paragraph
(1) above will be filed as a part of an amendment of the registration
statement and will not be used until the amendment is effective, and that,
in determining any liability under the Securities Acts of 1933, each
post-effective amendment shall be deemed to be a new registration statement
for the securities offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering of them.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this 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 this 26th day of September, 2000.
SCHRODER CAPITAL FUNDS (DELAWARE)
By: *
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Name: Alexandra Poe
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 26th day of September, 2000.
Signature Title
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* Trustee and Chairman
----------------------- of the Trust
Sharon L. Haugh
Trustee
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David N. Dinkins
* Trustee
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Peter E. Guernsey
* Trustee
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John I. Howell
* Trustee
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Peter S. Knight
Trustee
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Catherine A. Mazza
* Trustee
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William L. Means
* Trustee
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Clarence F. Michalis
* Trustee
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Hermann C. Schwab
* President of the Trust
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Alexandra Poe
* Treasurer and Principal
----------------------- Financial and Accounting
Alan M. Mandel Officer of the Trust
* By: /s/ Carin F. Muhlbaum
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Carin F. Muhlbaum
Attorney-In-Fact
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Exhibit Index
12 Tax Opinion of Ropes & Gray
