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Schroder Capital Funds/Delaware, et al. · 485BPOS · On 10/30/96

Filed On 10/30/96 · SEC Files 2-34215, 811-01911, 811-07483 · Accession Number 898432-96-472

This Filing's "Filed As Of" Date was Corrected by the SEC on 4/1/4.

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

10/30/96  Schroder Capital Funds/Delaware   485BPOS®   10/30/96    1:16                                     898432
          Schroder Capital Funds/Delaware

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Post-Effective Amendment                              16     61K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Business and Other Connections of Investment Adviser Financial Statements and Exhibits Indemnification Location of Accounts and Records Management Services Number of Holders of Securities Persons Controlled by or Under Common Control With Registrant Principal Underwriters Undertakings
1	1st Page
4	Item 24. Financial Statements and Exhibits
7	Item 25. Persons Controlled by or Under Common Control With Registrant
"	Item 26. Number of Holders of Securities
"	Item 27. Indemnification
9	Item 28. Business and Other Connections of Investment Adviser
13	Item 29. Principal Underwriters
14	Item 30. Location of Accounts and Records
"	Item 31. Management Services
"	Item 32. Undertakings

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  As filed with the Securities and Exchange Commission on October 30, 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. 55

     and

     REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
      Amendment No. 35
     _________________________________________________________________

     SCHRODER CAPITAL FUNDS (DELAWARE)
      (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)

      Scott M. Shepard, Esq.
     Jacobs Persinger & Parker
     77 Water Street
     New York, New York  10005
     ___________________________________________________________________

It is proposed that this filing will become effective:                

[x]      immediately upon filing pursuant to Rule 485, paragraph (b)  
[ ]      on [         ] pursuant to Rule 485, paragraph (b)           
[ ]      60 days after filing pursuant to Rule 485, paragraph (a)(1)  
[ ]      on ___________ pursuant to Rule 485, paragraph (a)(1)        
[ ]      75 days after filing pursuant to Rule 485, paragraph (a)(2)  
[ ]      on [         ] pursuant to Rule 485, paragraph (a)(2)        
    [ ]      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 (the "1933 Act") pursuant to

\\DCBDC\DOCS_FILES-132938.01                                          

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Rule 24f-2 under the Investment Company Act of 1940 (the "1940 Act"). 
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.                             

   Schroder U.S. Smaller Companies Fund is a master/feeder fund.  This Post-
    Effective Amendment No. 55 includes a manually executed signature page for
the master fund.                                                      

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     SCHRODER CAPITAL FUNDS (DELAWARE)

      Contents of Registration Statement

This registration statement consists of the following papers and      
documents:                                                            

.        Cover Sheet                                                  

.        Contents of Registration Statement                           

.        Part C - Other Information                                   

.        Signature Pages                                              

    This filing is made to update Part C of the Registration
  Statement.  No changes are hereby made to the Prospectuses or Statements
of Additional Information of Schroder U.S. Equity Fund, Schroder      
    International Fund (formerly International Equity Fund), Schroder Emerging
    Markets Fund Institutional Portfolio, Schroder U.S. Smaller Companies Fund
or Schroder International Smaller Companies Fund, the other series of 
Schroder Capital Funds (Delaware).                                    

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      PART C.  OTHER INFORMATION

ITEM 24.    Financial Statements and Exhibits.                        

(a)   Financial Statements                                            

Included in the Prospectuses for Schroder U.S. Smaller Companies      
Fund ("Fund"):                                                        

Financial Highlights.                                     

          Incorporated by reference in the Statement of Additional Information
for each Fund:                                                        

   For the period ended April 30, 1996 - Statement of Assets and
       Liabilities, Statement of Operations, Statement of Changes in Net
         Assets, Statement of Investments and Notes to Financial Statements;
          for the fiscal year ended October 31, 1995 - Statement of Assets and
        Liabilities, Statement of Operations, Statements of Changes in Net
Assets; for fiscal years ended 1993 and 1994, Statement of
       Investments, Notes to Financial Statements, Report of Independent
       Accountants (for the Fund, filed with the Securities and Exchange
      Commission on January 9, 1995 as part of the Registrant's Annual
      Report for such Fund pursuant to Rule 30b-1 under the Investment
 Company Act of 1940, as amended, and incorporated herein by
reference)                                                

(b)   Exhibits:                                                       

       (1)    Trust Instrument of Schroder Capital Funds (Delaware) (the
               "Trust") (filed as Exhibit 1 to Registrant's Post-Effective
                Amendment No. 46 on January 9, 1996, and incorporated herein
by reference).                              

(2)    None.                                              

(3)    None.                                              

        (4)    (a) Sections 2.04 and 2.06 of Registrant's Trust Instrument
provide as follows:                 

                   "Section 2.04  Transfer of Shares.  Except as otherwise
                 provided by the Trustees, Shares shall be transferable on the
                records of the Trust only by the record holder thereof or by
                 his agent thereunto duly authorized in writing, upon delivery
           to the Trustees or the Trust's transfer agent of a duly
            executed instrument of transfer and such evidence of the
               genuineness of such execution and authorization and of such
                other matters as may be required by the Trustees.  Upon such
              delivery the transfer shall be recorded on the register of
             the Trust.  Until such record is made, the Shareholder of
              record shall be deemed to be the holder of such Shares for
           all purposes hereunder and neither the Trustees nor the
               Trust, nor any transfer agent or registrar nor any officer,
           employee or agent of the Trust shall be affected by any
notice of the proposed transfer.            

              "Section 2.06  Establishment of Series.  The Trust
          created hereby shall consist of one or more Series and

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            separate and distinct records shall be maintained by the
                 Trust for each Series and the assets associated with any such
              Series shall be held and accounted for separately from the
                assets of the Trust or any other Series.  The Trustees shall
                have full power and authority, in their sole discretion, and
            without obtaining any prior authorization or vote of the
             Shareholders of any Series of the Trust, to establish and
            designate and to change in any manner any such Series of
                Shares or any classes of initial or additional Series and to
                 fix such preferences, voting powers, rights and privileges of
                such Series or classes thereof as the Trustees may from time
             to time determine, to divide or combine the Shares or any
                 Series or classes thereof into a greater or lesser number, to
             classify or reclassify any issued Shares or any Series or
                 classes thereof into one or more Series or classes of Shares,
               and to take such other action with respect to the Shares as
           the Trustees may deem desirable.  The establishment and
         designation of any Series shall be effective upon the
          adoption of a resolution by a majority of the Trustees
            setting forth such establishment and designation and the
                 relative rights and preferences of the Shares of such Series.
              A Series may issue any number of Shares and need not issue
                shares.  At any time that there are no Shares outstanding of
                any particular Series previously established and designated,
               the Trustees may by a majority vote abolish that Series and
the establishment and designation thereof.  

                    "All references to Shares in this Trust Instrument shall
           be deemed to be Shares of any or all Series, or classes
               thereof, as the context may require.  All provisions herein
               relating to the Trust shall apply equally to each Series of
            the Trust, and each class thereof, except as the context
otherwise requires.                         

                   "Each Share of a Series of the Trust shall represent an
               equal beneficial interest in the net assets of such Series.
          Each holder of Shares of a Series shall be entitled to
             receive his pro rata share of all distributions made with
                respect to such Series.  Upon redemption of his Shares, such
         Shareholder shall be paid solely out of the funds and
property of such Series of the Trust."      

   (5)   Form of Investment Advisory Contract between the Trust and Schroder
  Capital Management International Inc. (filed as Exhibit 5 to
          Registrant's Post-Effective Amendment No. 46 on January 9, 1996, and
incorporated herein by reference).                        

 (6)   Form of Master Distribution Contract and Supplement to be between
      the Trust and Schroder Fund Advisors Inc. (filed as Exhibit 6 to
          Registrant's Post-Effective Amendment No. 46 on January 9, 1996, and
incorporated herein by reference).                        

(8)   Form of Global Custody Agreement to be between the Trust and The
          Chase Manhattan Bank, N.A. (filed as Exhibit 8 to Registrant's Post-
     Effective Amendment No. 46 on January 9, 1996, and incorporated
herein by reference).                                     

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   (9)   (a)    Form of Administration Agreement with Schroder Fund Advisors
              Inc. (filed as Exhibit 9(a) to Registrant's Post-Effective
                Amendment No. 46 on January 9, 1996, and incorporated herein
by reference).                              

      (b)    Form of Sub-Administration Agreement with Forum Financial
               Services, Inc. (filed as Exhibit 9(b) to Registrant's Post-
      Effective Amendment No. 46 on January 9, 1996, and
incorporated herein by reference).          

         (c)    Form of Administrative Services Agreement with Schroder Fund
                 Advisors Inc. with respect to Schroder U.S. Smaller Companies
Fund (to be filed).                         

 (d)    Form of Administrative Services Agreement with Forum
          Financial Services, Inc. with respect to Schroder U.S.
Smaller Companies Fund (to be filed).       

         (e)    Form of Transfer Agency Agreement with Forum Financial Corp.
         (filed as Exhibit 9(c) to Registrant's Post-Effective
                Amendment No. 46 on January 9, 1996, and incorporated herein
by reference).                              

         (f)    Form of Fund Accounting Agreement with Forum Financial Corp.
         (filed as Exhibit 9(d) to Registrant's Post-Effective
                Amendment No. 46 on January 9, 1996, and incorporated herein
by reference).                              

   (10)  Opinion of Jacobs Persinger & Parker as to legality of shares to be
       issued by the Trust (filed as Exhibit 10(d) to Registrant's Post-
     Effective Amendment No. 46 on January 9, 1996, and incorporated
herein by reference).                                     

(11)  Consent of Coopers & Lybrand L.L.P., independent accountants    
    (previously filed as Exhibit 11 to Registrant's Post-Effective
Amendment No. 54 on August 30, 1996).                     

    (15)  (a)    Form of Master Distribution Plan adopted by Registrant (filed
                 as Exhibit 15(a) to Registrant's Post-Effective Amendment No.
                 46 on January 9, 1996, and incorporated herein by reference).

         (b)    Form of Distribution Plan Supplement (filed as Exhibit 15(b)
                 to Registrant's Post-Effective Amendment No. 46 on January 9,
1996, and incorporated herein by reference).

  (17)  Financial Data Schedule (filed as Exhibit 17 to Registrant's Post-
    Effective Amendment No. 54 on August 30, 1996 and incorporated
herein by reference.)                                     

Other Exhibits:                                                       

         Copies of Powers of Attorney pursuant to which Trustees have signed
     this Post-Effective Amendment (filed as Other Exhibits to Post-
      Effective Amendment No. 44 on October 11, 1995, and incorporated
herein by reference).                                     

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          Copy of Power of Attorney pursuant to which Mr. Jackowitz has signed
       this Post-Effective Amendment (filed as an Other Exhibit to Post-
      Effective Amendment No. 44 on October 11, 1995, and incorporated
herein by reference).                                     

   ITEM 25.   PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

None.                                                     

ITEM 26.   NUMBER OF HOLDERS OF SECURITIES.                           

   (1)                               (2)

     Title of Class                     Number of Record
                                           Holders as of
                                        September 30, 1996
                                        ------------------

Schroder U.S. Equity Fund                         616             

Schroder International Fund                       905             

Schroder U.S. Smaller Companies Fund               12             

Schroder Emerging Markets Fund                                    
Institutional Portfolio                          21           

Schroder Latin American Fund                       1              

Schroder International Smaller                                    
Companies Fund                                   0            

Schroder Global                                                   
Asset Allocation Fund                            0            

ITEM 27.   INDEMNIFICATION.                                           

         In accordance with Section 3803 of the Delaware Business Trust Act,
SECTION 5.2 of the Registrant's Trust Instrument provides as follows: 

"5.2.  Indemnification.                                   

   "(a)   Subject to the exceptions and limitations contained in
Section (b) below:                                        

             "(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 being or having been a Trustee or officer
         and against amounts paid or incurred by him in the settlement
thereof;                                            

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        "(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 paragraph (a) of this
            Section 5.2 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

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            determined that he is not entitled to indemnification under this
        Section 5.2; provided, however, that either (a) such Covered
    Person shall have provided appropriate security for such
            undertaking, (b) the Trust is insured against losses arising out
        of any such advance payments or (c) 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 5.2.                                        

         "(e)    Conditional advancing of indemnification monies under
            this Section 5.2 for actions based upon the 1940 Act may be made
       only on the following conditions:  (i) the advances must be
          limited to amounts used, or to be used, for the preparation or
    presentation of a defense to the action, including costs
             connected with the preparation of a settlement; (ii) advances may
           be made only upon receipt of a written promise by, or on behalf
       of, the recipient to repay that amount of the advance which
            exceeds that amount which it is ultimately determined that he is
            entitled to receive from the Trust by reason of indemnification;
        and (iii) (a) such promise must be secured by a surety bond,
            other suitable insurance or an equivalent form of security which
            assures that any repayments may be obtained by the Trust without
       delay or litigation, which bond, insurance or other form of
             security must be provided by the recipient of the advance, or (b)
          a majority of a quorum of the Trust's disinterested, non-party
           Trustees, or an independent legal counsel in a written opinion,
            shall determine, based upon a review of readily available facts,
      that the recipient of the advance ultimately will be found
entitled to indemnification.                        

           "(f)    In case any Holder or former Holder of any Series shall
             be held to be personally liable solely by reason of the Holder or
          former Holder being or having been a Holder of that Series and
           not because of the Holder or former Holder acts or omissions or
             for some other reason, the Holder or former Holder (or the Holder
        or former Holder's heirs, executors, administrators or other
            legal representatives, or, in the case of a corporation or other
      entity, its corporate or other general successor) shall be
            entitled out of the assets belonging to the applicable Series to
      be held harmless from and indemnified against all loss and
             expense arising from such liability.  The Trust, on behalf of the
          affected Series, shall, upon request by the Holder, assume the
       defense of any claim made against the Holder for any act or
          obligation of the Series and satisfy any judgment thereon from
the assets of the Series."                          

ITEM 28.   BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.      

    (a)    Schroder Capital Management International Inc. ("SCMI")
  provides advisory services to individuals, businesses and other entities
(including registered investment companies).  SCMI is a wholly-owned  
United States subsidiary of Schroders Incorporated, the wholly-owned  
   United States holding company subsidiary of Schroders plc.  Schroders plc
is the holding company parent of a large worldwide group of banks and 

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 financial service companies (referred to as the "Schroder Group"), with
associated companies and branch and representative offices located in 
eighteen countries worldwide.                                         

      (b)    Several of SCMI's officers and/or directors also serve as
  officers and/or directors of, or are employed by, various other entities
within the Schroder Group.                                            

     The following are the directors and principal officers of SCMI,
 including their business connections which are of a substantial nature.
  The address of each company listed, unless otherwise noted, is 33 Gutter
Lane, London EC2V 8AS, United Kingdom.  Schroder Capital Management   
  International Limited ("Schroder Ltd.") is a United Kingdom affiliate of
SCMI which provides investment management services to international   
clients located principally in the United States.                     

       David M. Salisbury, Chairman & Chief Executive.  Mr. Salisbury is
          also the Joint Chief Executive Officer and Director of Schroder Ltd.
        and Director of Dimensional Fund Advisors Inc., 1299 Ocean Avenue,
      Santa Monica, California, an investment advisory company and DFA
     Securities Inc., a broker dealer subsidiary of Dimensional Fund
        Advisors Inc. located at the same address.  Until October 1992 Mr.
      Salisbury was Chairman of Schroder Fund Advisors Inc. ("Schroder
          Advisors"), 787 Seventh Avenue, New York, New York, a broker dealer.
          Mr. Salisbury is a director or former director of various investment
        trust companies and closed end investment companies for which SCMI
and/or its affiliates provide investment services.        

          John S. Ager, Senior Vice President.  Mr. Ager is also a Director of
Schroder Ltd.                                             

  Richard R. Foulkes, Deputy Chairman.  Mr. Foulkes is also an
Executive Vice President of Schroder Ltd.                 

        David Gibson, Director.  Mr. Gibson is also a Director of Schroder
       Ltd., a Director of Schroder Investment Management Limited, and a
Director of Schroder Wertheim Investment Services, an SCMI
affiliate.                                                

          C. John Govett, Director.  Mr. Govett is also a Director of Schroder
     Ltd., Schroder Investment Management Limited, Schroder Personal
   Investment Management (investment adviser), Schroder Ventures
     Limited (investment adviser) and Schroder Venture International
         Holdings Limited (investment adviser).  He is Chairman and Director
     of Schroder Properties Limited.  He is also Director of several
       investment companies for which SCMI and/or its affiliates provide
investment services.                                      

          Sharon L. Haugh, Director.  Ms. Haugh is also a Director of Schroder
  Ltd., a Director of Schroder Advisors and Deputy Chairman of
Schroder Wertheim Investment Services, an SCMI affiliate. 

      Laura E. Luckyn-Malone, Managing Director.  Ms. Luckyn-Malone is
          also a Managing Director of Schroder Ltd., President and Director of
          a closed-end investment company for which SCMI and/or its affiliates
       provide investment services, President and Trustee of an open-end
     investment company for which SCMI and/or its affiliates provide
        investment services and Chairman, President & Director of Schroder

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          Advisors.  Ms. Luckyn-Malone is also a Director of Schroder Wertheim
Investment Services, an affiliate of SCMI.                

      Gavin D.L. Ralston, Director.  Mr. Ralston is also a Director of
Schroder Ltd.                                             

      Mark J. Smith, Director.  Mr. Smith is also a Director, Schroder
    Ltd. and Schroder Investment Management (Guernsey) Limited, an
         investment management company, and Director and a Vice President of
Schroder Advisors. Mr. Smith is also a director of various
        investment trusts and open-end investment companies for which SCMI
and/or its affiliates provide investment services.        

         John A. Troiano, Managing Director.  Mr. Troiano is also a Managing
       Director of Schroder Ltd., Director of Schroder Advisors and Vice
          President of open-end investment companies for which Schroder and/or
its affiliates provide investment services.               

  Jane Lucas, Director.  Ms. Lucas is also a director Schroder
          Wertheim Investment Services, an affiliate of SCMI and an officer of
     various open-end investment companies for which SCMI and/or its
affiliates provide investment services.                   

         Andrew R. Barker, First Vice President.  Mr. Barker is also a First
Vice President of Schroder Ltd.                           

          J. Ann Bonathan, First Vice President.  Ms. Bonathan is also a First
        Vice President of Schroder Ltd.  Until December 1994, Ms. Bonathan
     was Deputy Head of Custody Operations of SG Warburg, 1 Finsbury
Avenue, London, merchant bankers.                         

          John D. Burns, First Vice President.  Mr. Burns is also a First Vice
President of Schroder Ltd.                                

       Heather F. Crighton, First Vice President. Ms. Crighton is also a
Vice President of Schroder Ltd.                           

  Louise Crouset, Director.  Mr. Crouset is also a Director of
Schroder Ltd.                                             

        Robert C. Davy, Director.  Mr. Davy is also a Director of Schroder
         Ltd. and an officer of open end investment companies for which SCMI
and/or its affiliates provide investment services.        

       Margaret H. Douglas-Hamilton, Secretary.  Ms. Douglas-Hamilton is
  also a First Vice President and General Counsel of Schroders
       Incorporated, 787 Seventh Avenue, New York, New York, the holding
   company for various United States based SCMI affiliates.  Ms.
    Douglas-Hamilton is also Secretary to various SCMI affiliates,
  including Schroder Advisors and Schroder Wertheim Investment
Services.                                                 

Abdallah Nauphal, Director.                               

Joshua Shapiro, First Vice President.                     

      John Stainsby, First Vice President.  Mr. Stainsby is also First
Vice President of Schroder Ltd.                           

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         Fariba Talebi, Group Vice President.  Ms. Talebi is also an officer
        of various open end investment companies for which SCMI and/or its
affiliates provide investment services.                   

        Jan Kees van Heusde, First Vice President.  Mr. van Heusde is also
First Vice President of Schroder Ltd.                     

     Patrick Vermeulen, First Vice President.  Mr. Vermeulen is also
First Vice President of Schroder Ltd.                     

Mark J. Astley, First Vice President, Assistant Director. 

William H. Barnes, Vice President.                        

Susan M. Belson, Vice President.                          

         Mark Bridgeman, Analyst/Fund Manager.  Mr. Bridgeman is also a Fund
Manager of Schroder Ltd.                                  

Alan Gilston, Vice President.                             

   Donald Farquharson, First Vice President, Assistant Director.

 James Gray, Vice President.  Mr. Gray is also a Senior Vice
     President of Schroder Advisors and a Vice President of Schroder
       Wertheim Investment Services, an SCMI affiliate.  During the last
        two years, Mr. Gray has been a Mutual Fund Administrator at Furman
         Selz, 230 Park Avenue, New York City, NY, a broker dealer and prior
       to that, a Mutual Fund Administrator with Concord Holdings Corp.,
       125 West 55th Street, New York City, a Mutual Fund Administration
business.                                                 

David Harris, Assistant Vice President.                   

 Robert A. Jackowitz, Vice President.  Mr. Jackowitz is also
 Treasurer of Schroder Wertheim Investment Services, an SCMI
         affiliate and various open- and closed-end investment companies for
   which SCMI and/or its affiliates provide investment services.

        Clare L. Latham, Vice President.  Ms. Latham is also an Investment
Manager of Schroder Ltd.                                  

    Catherine A. Mazza, First Vice President.  Ms. Mazza is also a
        Senior Vice President of Schroder Advisors and a Vice President of
         various open-end and closed-end investment companies for which SCMI
         and/or its affiliates provide investment services.  Until September
          1994, Ms. Mazza was a Vice President of Alliance Capital, 1345 Sixth
Avenue, New York, NY  10105, an investment adviser.       

Robert J. Martorana, Vice President.                      

        Thomas Melendez, Vice President.  Until October 1994, Mr. Melendez
       was a Vice President of NatWest Securities, 175 Water Street, New
York, NY, an investment adviser.                          

       Connie Moak-Mazur, Marketing, Client Services.  Ms. Moak-Mazur is
 also a Group Vice President of Schroder Wertheim Investment
          Services, an affiliate of SCMI.  Until June 1995, Ms. Moak-Mazur was

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       in Marketing and Client Services at Wasser Stein Perells, 31 West
52nd Street, New York, NY, an investment bank.            

Erick Richter, Assistant Vice President.                  

Ellen B. Sullivan, First Vice President.                  

     Ira L. Unschuld, First Vice President.  Mr. Unschuld is also an
     officer of various open end investment companies for which SCMI
and/or its affiliates provide investment services.        

         Herve van Caloen, First Vice President.  During the last two years,
 Mr. Van Caloen was a Portfolio Manager at Provident Capital
Management, Philadelphia, PA, an Investment Adviser.      

Dawn M. Vroegop, Vice President.                          

ITEM 29.   PRINCIPAL UNDERWRITERS.                                    

     (a)    Schroder Fund Advisors, Inc., the Registrant's principal
  underwriter, also serves as principal underwriter for WSIS Series Trust.

      (b)    Following is information with respect to each officer and
   director of Schroder Fund Advisors Inc., the Distributor of the shares of
International Equity Fund, Schroder U.S. Equity Fund, Schroder U.S.   
   Smaller Companies Fund, Schroder Emerging Markets Fund and Schroder Latin
American Fund (each a series of the Registrant):                      

                                                        · Enlarge/Download Table
                                                                                           
                                                                                      
Name and Principal            Position and Offices         Position and Offices       
Business Address*             with Distributor             with Registrant            
------------------            --------------------         --------------------       

                                                                                      

Laura E. Luckyn-Malone        Chairman, President and      Director and President     
                              Director                                                

Sharon L. Haugh               Director                     None                       

Mark J. Smith                 Director and Vice President  Director and Vice President

John A. Troiano               Director                     Vice President             

Margaret H. Douglas-Hamilton  Secretary                    Secretary                  

Catherine A. Mazza            Senior Vice President        Vice President             

Robert Jackowitz              Treasurer                    Treasurer                  
                                                                           
        * Address for each is 787 Seventh Avenue, New York, New York 10019
  except for John A. Troiano and Mark J. Smith each of whose address is 33
Gutter Lane, London, England.                                         

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(c)    Inapplicable.                                      

ITEM 30.   LOCATION OF ACCOUNTS AND RECORDS.                          

          The accounts, books and other documents required to be maintained by
  Registrant with respect to Schroder U.S. Smaller Companies Fund pursuant
to Section 31(a) of the Investment Company Act of 1940 and the Rules  
thereunder will be maintained at the offices of Schroder Capital      
    Management International Inc. and Schroder Fund Advisors Inc., 787 Seventh
Avenue, New York, New York 10019, except that certain items will be   
maintained at the following locations:                                

        (a)    Forum Financial Corp., Two Portland Square, Portland, Maine
04101 (shareholder records).                

 (b)    Forum Financial Services, Inc., Two Portland Square,
  Portland, Maine 04101 (corporate minute book).

ITEM 31.     MANAGEMENT SERVICES.                                     

Inapplicable.                                             

ITEM 32.   UNDERTAKINGS.                                              

      Registrant hereby undertakes to furnish to each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual 
report to shareholders, upon request and without charge.              

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    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 14th day of October, 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 capabilities indicated on the 14th day of    
October, 1996.                                                        

Signatures                                     Title              
----------                                     -----              

(a)   Principal Executive Officer                                 

/s/ Laura E. Luckyn-Malone                            
---------------------------                           
        Laura E. Luckyn-Malone                   President and Trustee

(b)   Principal Financial and Accounting                          

ROBERT JACKOWITZ*                        Treasurer    

(c)   Majority of the Trustees                                    

/s/ Laura E. Luckyn-Malone                            
---------------------------                           
Laura E. Luckyn-Malone                   Trustee      

PETER E. GUERNSEY*                       Trustee      

JOHN I. HOWELL*                          Trustee      

HERMANN C. SCHWAB*                       Trustee      

MARK J. SMITH*                           Trustee      

*By: /s/ Thomas G. Sheehan                                            
----------------------                                      
Thomas G. Sheehan, Attorney-in-Fact                         

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    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 and State of New
York on the 14th day of October, 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 14th day of October, 1996.                

Signatures                                         Title              
----------                                         -----              

(a)  Principal Executive Officer                                      

       /s/ Laura E. Luckyn-Malone                    President and Trustee
--------------------------                                  
Laura E. Luckyn-Malone                                      

(b)  Principal Financial and Accounting                               
Officer                                                     

ROBERT JACKOWITZ*                             Treasurer     

*By: /s/ Thomas G. Sheehan                                            
----------------------                                      
Thomas G. Sheehan, Attorney-in-Fact                         

(c)  Majority of the Trustees                                         

/s/ Laura E. Luckyn-Malone                    Trustee       
--------------------------                                  
Laura E. Luckyn-Malone                                      

PETER E. GUERNSEY*                            Trustee       
JOHN I. HOWELL*                               Trustee       
HERMANN C. SCHWAB*                            Trustee       
MARK J. SMITH*                                Trustee       

*By: /s/ Thomas G. Sheehan                                            
----------------------                                      
Thomas G. Sheehan, Attorney-in-Fact

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 485BPOS Filing	Date	First	Last	Other Filings

	1/9/95	4
	10/11/95	6	7
	10/31/95	2	4	24F-2NT, N-30D, NSAR-B, NT-NSAR
	12/28/95	2		24F-2NT
	1/9/96	4	6	N-30D
	4/30/96	4		N-30D, NSAR-A
	8/30/96	6		485APOS
	9/30/96	7
Filed On / Filed As Of / Effective As Of	10/30/96	1
Corrected On	10/31/96			24F-2NT, 497, N-30D, NSAR-A
Corrected On	4/1/4

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Schroder Capital Funds/Delaware, et al. · 485BPOS · On 10/30/96

Filed On 10/30/96 · SEC Files 2-34215, 811-01911, 811-07483 · Accession Number 898432-96-472

This Filing's "Filed As Of" Date was Corrected by the SEC on 4/1/4.

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