SCHRODER CAPITAL FUNDS (DELAWARE)
                          MULTICLASS (RULE 18F-3) PLAN
                                   _____, 2006

     This Plan is adopted by Schroder Capital Funds (Delaware) (the "Trust")
pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the
"Act"), in order to document the separate arrangements and expense allocations
of each of the classes of shares of beneficial interest (the "Classes") of the
constituent Funds of the Trust specified on Schedule A attached hereto (the
"Multiclass Funds").

SECTION 1. CLASS DESIGNATIONS

     The types of Classes are "Investor Shares" and "Advisor Shares."

     Each class has a different arrangement for shareholder services or
distribution or both, as follows:

     (a) INVESTOR SHARES - are offered with no sales charges or distribution
expenses. The investment minimum for such shares of each Multiclass Fund may be
significantly higher than that for Advisor Shares for such Multiclass Fund,
subject to reduction by Schroder Fund Advisors Inc. ("Schroder Fund Advisors").

     (b) ADVISOR SHARES - are offered with no sales charges, but are subject to
a distribution plan adopted in accordance with Rule 12b-1 under the Act. The
investment minimum for Advisor Shares of each Multiclass Fund may be
significantly lower than that for "Investor Shares" for such Multiclass Fund.

SECTION 2. VOTING

     Each Class shall have the voting rights set out in the Amended and Restated
Trust Instrument of the Trust and the Bylaws of the Trust, as they may be
amended from time to time.

SECTION 3. EXPENSES

     (a) DISTRIBUTION EXPENSES. All expenses incurred under a Class's
distribution plan adopted in accordance with Rule 12b-1 under the Act shall be
allocated to that Class.

     (b) SHAREHOLDER SERVICE EXPENSES. All expenses incurred under a Class's
shareholder service plan shall be allocated to that Class.

     (c) OTHER CLASS EXPENSES. The following expenses, to the extent they are
determined by the Trustees, or by Schroder Fund Advisors or Schroder Investment
Management North America Inc. ("Schroders"), to have been incurred by or in
respect of one but not both Classes of a Fund or otherwise unequally as between
such Classes (collectively with expenses under Section 3(a) and 3(b) "Class
Expenses"), shall be allocated as between the Classes in accordance with such
determination (or in such other manner as the Trustees may in their discretion
consider fair and equitable to each):



     (i)    Administration (if any) and transfer agent fees and expenses;

     (ii)   Litigation, legal, and audit fees;

     (iii)  State and foreign securities registration fees;

     (iv)   Shareholder report expenses;

     (v)    Trustee fees and expenses;

     (vi)   Preparation, printing, and related fees and expenses for proxy
            statements and, with respect to current shareholders, prospectuses
            and statements of additional information;

     (vii)  Expenses incurred in connection with shareholder meetings; and

     (viii) Subject to approval by the Trustees, such other fees and expenses as
            Schroder Fund Advisors or Schroders, pursuant to Rule 18f-3, deems
            to be allocable to Specified Classes.

     (d) CLASS EXPENSES ALLOCATIONS. Class Expenses are to be borne solely by
the Class to which they are determined to relate.

SECTION 4. OTHER ALLOCATIONS AND WAIVERS/REIMBURSEMENTS

     (a) EXPENSES ALLOCABLE TO MORE THAN ONE FUND. Expenses incurred by the
Trust on behalf of a constituent series (each a "Fund") including any Multiclass
Fund, shall be allocated to that Fund, and expenses incurred by the Trust on
behalf of more than one Fund shall be allocated among the Funds that incurred
the expenses based on the net asset values of the several Funds in relation to
the aggregate net asset value of all Funds to which the expense relates, or on
such other basis as the Trustees may in their discretion consider fair and
equitable to each.

     (b) OTHER ALLOCATIONS. Income, realized and unrealized capital gains and
losses, and expenses other than Class Expenses related to a Multiclass Fund
shall be allocated to each Class on the basis of the net asset value of that
Class in relation to the net asset value of the Multiclass Fund, or on such
other basis as the Trustees may in their discretion consider fair and equitable
to each.

     (c) WAIVERS AND REIMBURSEMENTS. Nothing in this Plan shall be construed as
limiting the ability of any person to waive any fee paid by a Fund or Class to
that person or to reimburse any or all expenses of a Fund or Class.

SECTION 5. EXCHANGES

     Shareholders of a Class may, as and to the extent permitted by the
prospectuses of the Funds in question, exchange their shares for shares of the
same Class of any other Fund in accordance with Section 11(a) of the Act and the
rules thereunder.


                                       -2-



                                   SCHEDULE A

             CONSTITUENT FUNDS OF SCHRODER CAPITAL FUNDS (DELAWARE)
                      TO WHICH THE MULTICLASS PLAN APPLIES

               FUND                 DATE SUBJECT TO PLAN
---------------------------------   --------------------
Schroder International Alpha Fund   ______, 2006
Schroder U.S. Opportunities Fund    ______, 2006


                                       -3-