0000950136-04-000602 Sample Contracts

SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA, LIMITED 31 GRESHAM STREET LONDON, U.K. EC2V 7QA October 1, 2003 Schroder Capital Funds (Delaware) 875 Third Avenue, 22nd Floor New York, New York 10022 Schroder Investment Management North America, Inc....
Subadvisory Agreement • February 27th, 2004 • Schroder Capital Funds /Delaware/

Reference is made to that certain Investment Subadvisory Agreement, dated as of April 1, 2003 (the "Subadvisory Agreement"), by and among Schroder Capital Funds (Delaware), on behalf of its Schroder Emerging Markets Fund series (the "Fund"), Schroder Investment Management North America, Inc. and Schroder Investment Management North America, Limited ("SIMNA Ltd."). In connection with the Subadvisory Agreement, we hereby notify you that SIMNA Ltd. is regulated by the United Kingdom's Financial Services Authority ("FSA") in the conduct of any investment business it performs in the United Kingdom, and we hereby undertake and agree that nothing in the Subadvisory Agreement shall exclude any liability of SIMNA Ltd. to the Fund arising under the Financial Services and Markets Act 2000 ("FSMA"), any regulations made under the FSMA, the Pensions Act 1995 or FSA Rules. In addition, in accordance with FSA requirements, SIMNA Ltd. has classified the Fund as an Intermediate Customer. It is our inte

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