RCM EQUITY FUNDS INC, 485BPOS, 1998-12-31

RCM EQUITY FUNDS INC
485BPOS, 1998-12-31

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<PAGE>

As filed with the Securities and Exchange Commission on December 31, 1998
1933 Act File No. 33-97572
1940 Act File No. 811-9100
________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 10

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 11
________________________________________________________________________________

DRESDNER RCM GLOBAL FUNDS, INC.
Four Embarcadero Center
San Francisco, California 94111
(415) 954-5400
________________________________________________________________________________

George A. Rio, President, Treasurer and Chief Financial Officer
DRESDNER RCM GLOBAL FUNDS, INC.
Four Embarcadero Center
San Francisco, California 94111
(800) 726-7240

(Name and Address of Agent for Service)

Copies to:

Robert J. Goldstein Michael Glazer
Associate General Counsel Paul, Hastings, Janofsky & Walker LLP
Dresdner RCM Global Investors LLC 555 South Flower Street
Four Embarcadero Center Los Angeles, California 90071
San Francisco, California 94111

Shares of Capital Stock Offered: Par Value $.0001 per share

It is proposed that this filing will become effective:

[ x] Immediately upon filing pursuant to paragraph (b)
[ ] On _________________ pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] On _________________ pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On _________________ pursuant to paragraph (a)(2) of rule 485

<PAGE>

DRESDNER RCM GLOBAL FUNDS, INC.
CROSS REFERENCE SHEET
BETWEEN ITEMS OF PART A AND B OF FORM N-1A AND THE
PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
ITEM NUMBER OF PART A OF FORM N-1A CAPTIONS IN PROSPECTUS
<S> <C>
1. Cover Page Cover Page

2. Synopsis Overview; Summary of Fees and
Expenses

3. Condensed Financial Information Financial Highlights

4. General Description of Registrant Dresdner RCM Global Funds;
Investment Policies; Investment and
Risk Considerations; and General
Information

5. Management of the Fund Organization and Management

5A. Management's Description of Fund *
Performance

6. Capital Stock and Other Securities Dividends, Distributions and Taxes;
General Information

7. Purchase of Securities Being Offered Organization and Management; How to
Purchase Shares

8. Redemption or Repurchase Redemption of Shares

9. Pending Legal Proceedings *
</TABLE>

- ----------------
* Not applicable

C-1

<PAGE>

DRESDNER RCM GLOBAL FUNDS, INC.
CROSS REFERENCE SHEET
BETWEEN ITEMS OF PART A AND B OF FORM N-1A AND THE
PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION
(CONTINUED)

<TABLE>
<CAPTION>
ITEM NUMBER OF PART B OF FORM N-1A CAPTIONS IN PROSPECTUS AND STATEMENT
OF ADDITIONAL INFORMATION
<S> <C>
10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information and History Description of Capital Stock

13. Investment Objectives and Investment Objectives and Policies;
Policies Investment and Risk Considerations;
Investment Restrictions
14. Management of the Fund Directors and Officers

15. Control Persons and Principal Description of Capital Shares;
Holders of Securities Directors and Officers

16. Investment Advisory and Other The Investment Manager; The
Services Distributor; Additional Information

17. Brokerage Allocation Execution of Portfolio Transactions

18. Capital Stock and Other Description of Capital Shares
Securities

19. Purchase, Redemption and Pricing Purchase and Redemption of Shares
of Securities Being Offered

20. Tax Status Dividends, Distributions and Tax
Status

21. Underwriters The Distributor

22. Calculation of Performance Data Investment Results

23. Financial Statements Financial Statements
</TABLE>

C-2

<PAGE>

DRESDNER RCM GLOBAL FUNDS, INC.
DRESDNER RCM TAX MANAGED GROWTH FUND
DRESDNER RCM GLOBAL EQUITY FUND
DRESDNER RCM STRATEGIC INCOME FUND
CROSS REFERENCE SHEET
BETWEEN ITEMS OF PART A AND B OF FORM N-1A AND THE
PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
ITEM NUMBER OF PART A OF FORM N-1A CAPTIONS IN PROSPECTUS
<S> <C>
1. Cover Page Cover Page

2. Synopsis Overview; Summary of Fees and
Expenses

3. Condensed Financial Information *

4. General Description of Registrant Dresdner RCM Global Funds;
Investment Policies; Investment and
Risk Considerations; and General
Information

5. Management of the Fund Organization and Management

5A. Management's Description of Fund *
Performance

6. Capital Stock and Other Securities Dividends, Distributions and Taxes;
General Information

7. Purchase of Securities Being Offered Organization and Management; How to
Purchase Shares

8. Redemption or Repurchase Redemption of Shares

9. Pending Legal Proceedings *
</TABLE>

- ----------------
* Not applicable

C-3

<PAGE>

<TABLE>
<CAPTION>
Item Number of Part B of Form N-1A Captions in Prospectus and Statement
of Additional Information
<S> <C>
10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information and History *

13. Investment Objectives and Investment Objectives and Policies;
Policies Investment and Risk Considerations;
Investment Restrictions

14. Management of the Fund Directors and Officers

15. Control Persons and Principal Description of Capital Shares;
Holders of Securities Directors and Officers

16. Investment Advisory and Other The Investment Manager; Additional
Services Information

17. Brokerage Allocation Execution of Portfolio Transactions

18. Capital Stock and Other Description of Capital Shares
Securities

19. Purchase, Redemption and Pricing Purchase and Redemption of Shares
of Securities Being Offered

20. Tax Status Dividends, Distributions and Tax
Status

21. Underwriters The Distributor

22. Calculation of Performance Data Investment Results

23. Financial Statements *
</TABLE>

C-4
<PAGE>

DRESDNER RCM GLOBAL FUNDS, INC.
DRESDNER RCM CAPITAL FUNDS, INC.
SUPPLEMENT DATED DECEMBER 31, 1998
TO THE PROSPECTUS DATED MAY 1, 1998

PLEASE READ THIS SUPPLEMENT IN ITS ENTIRETY AS IT APPLIES TO BOTH EXISTING AND
PROSPECTIVE SHAREHOLDERS.

THE FOLLOWING INFORMATION REPLACES ALL SIMILAR REFERENCES THROUGHOUT THE
PROSPECTUS.

The corporate name of "Dresdner RCM Equity Funds, Inc." has changed to "Dresdner
RCM Global Funds, Inc." (the "Global Company"). The "Dresdner RCM International
Growth Equity Fund A" has changed its name to the "Dresdner RCM International
Growth Equity Fund."

THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN THE SECTION
ENTITLED "OVERVIEW" AT PAGE 3 OF THE PROSPECTUS.

The Global Company now offers both a Non-Institutional Class ("Class N") and an
Institutional Class ("Class I") of shares for its Dresdner RCM Large Cap Growth
Fund, Dresdner RCM Global Small Cap Fund, Dresdner RCM Global Technology Fund
and Dresdner RCM Emerging Markets Fund. Dresdner RCM Capital Funds, Inc. (the
"Capital Company") now offers both Class N and Class I shares for its Dresdner
RCM International Growth Equity Fund.

THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN THE SECTION
ENTITLED "SUMMARY OF FEES AND EXPENSES" AT PAGE 4 OF THE PROSPECTUS.

Shares of the Dresdner RCM Large Cap Growth Fund, Dresdner RCM Global Small Cap
Fund, Dresdner RCM Global Technology Fund, Dresdner RCM Emerging Markets Fund
and Dresdner RCM International Growth Equity Fund outstanding as of December 31,
1998 have been redesignated as each such Fund's newly designated Class I shares.

The following information relates to the newly designated classes of the Global
Small Cap Fund, Large Cap Growth Fund, Global Technology Fund, Emerging Markets
Fund and International Growth Equity Fund. Expense information for each such
Fund's newly designated Class N shares is based on their expected level of
expenses for their first full year of operation.

ANNUAL OPERATING EXPENSES (expressed as a percentage of average net assets)

<TABLE>
<CAPTION>
MANAGEMENT FEE 12b-1 FEE OTHER TOTAL
EXPENSES(1) EXPENSES(1)
<S> <C> <C> <C> <C>
Large Cap Growth Fund
Class N 0.70% 0.25% 0.25% 1.20%
Class I 0.70% - 0.25% 0.95%
Global Small Cap Fund
Class N 1.00% 0.25% 0.46% 1.71%
Class I 1.00% - 0.46% 1.46%
Global Technology Fund
Class N 1.00% 0.25% 0.36% 1.61%
Class I 1.00% - 0.36% 1.36%
International Growth Equity Fund
Class N 0.75% 0.25% 0.25%* 1.25%
Class I 0.75% - 0.25%* 1.00%
Emerging Markets Fund
Class N 1.00% 0.25% 0.50%* 1.75%
Class I 1.00% - 0.50%* 1.50%
</TABLE>

*After reimbursement

(!) The Investment Manager has agreed, until at least December 31, 1999, on
behalf of these Funds and their respective classes, to pay on a quarterly
basis the amounts, if any, by which the ordinary operating expenses
attributable to such class for each quarter (except interest, taxes and
extraordinary expenses) exceed its annualized total expense ratio noted
below as a percentage of its average daily net assets:

1
<PAGE>

<TABLE>
<CAPTION>
Total Operating Expenses
------------------------
<S> <C>
Large Cap Growth Fund
Class N 1.20%
Class I 0.95%
Global Small Cap Fund
Class N 1.75%
Class I 1.50%
Global Technology Fund
Class N 1.75%
Class I 1.50%
International Growth Equity Fund
Class N 1.25%
Class I 1.00%
Emerging Markets Fund
Class N 1.75%
Class I 1.50%
</TABLE>

In subsequent years, each of the Funds and their respective classes will
reimburse the Investment Manager for any such payments during a five year period
to the extent that such class's operating expenses are otherwise below the
expense cap. Other expenses and total operating expenses, without expense
reduction, are estimated to be as follows:

<TABLE>
<CAPTION>
12b-1 Fees and
Other Expenses Total Operating Expenses
-------------- ------------------------
<S> <C> <C>
Large Cap Growth Fund
Class N 0.50% 1.20%
Class I 0.25% 0.95%
Global Small Cap Fund
Class N 0.71% 1.71%
Class I 0.46% 1.46%
Global Technology Fund
Class N 0.61% 1.61%
Class I 0.36% 1.36%
International Growth Equity Fund
Class N 0.52% 1.27%
Class I 0.27% 1.02%
Emerging Markets Fund
Class N 1.08% 2.08%
Class I 0.83% 1.83%
</TABLE>

EXAMPLE

Assume you invest $1,000, the Funds return 5% annually and each Fund's expense
ratio remains as listed above. The example below shows the operating expenses
that you would indirectly bear as an investor in the Funds.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Large Cap Growth Fund
Class N $12 $38 $66 $145
Class I $10 $30 $53 $117
Global Small Cap Fund
Class N $17 $54 $93 $202
Class I $15 $46 $80 $175
Global Technology Fund
Class N $16 $51 $88 $191
Class I $14 $43 $74 $164
International Growth Equity Fund
Class N $13 $40 $69 $151
Class I $10 $32 $55 $122
Emerging Markets Fund
Class N $18 $55 $95 $206
Class I $15 $47 $82 $179
</TABLE>

This example should not be considered a representation of past or future returns
or expenses, which may be more or less than those shown.

2
<PAGE>

THE FOLLOWING INFORMATION WITH RESPECT TO THE INTERNATIONAL GROWTH EQUITY FUND
HAS BEEN PREPARED BY THE CAPITAL COMPANY AND IS NOT AUDITED. THE FOLLOWING
INFORMATION WITH RESPECT TO THE OTHER FUNDS HAS BEEN PREPARED BY THE GLOBAL
COMPANY AND IS NOT AUDITED. IT SUPPLEMENTS THE SIMILAR INFORMATION FOUND IN THE
SECTION ENTITLED "FINANCIAL HIGHLIGHTS" BEGINNING AT PAGE 6 OF THE PROSPECTUS,
AND SHOULD BE USED IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED
NOTES WHICH ARE INCLUDED IN THE COMPANIES 1998 SEMI-ANNUAL REPORTS TO
STOCKHOLDERS. COPIES OF THE SEMI-ANNUAL REPORTS ARE AVAILABLE, UPON REQUEST, BY
EITHER CALLING DRESDNER RCM GLOBAL FUNDS AT (800) 726-7240 OR MAILING A REQUEST
TO FOUR EMBARCADERO CENTER, SAN FRANCISCO, CALIFORNIA 94111.

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
DRESDNER RCM
------------
GLOBAL TECHNOLOGY FUND GLOBAL SMALL CAP FUND GLOBAL HEALTH CARE FUND
---------------------- --------------------- -----------------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
SIX MONTHS SIX MONTHS SIX MONTHS
ENDED ENDED ENDED
JUNE 30, 1998 JUNE 30, 1998 JUNE 30, 1998
------------- ------------- -------------
<S> <C> <C> <C>
Per Share Operating Performance: (1)
Net asset value, beginning of period $13.69 $11.09 $11.65
Net investment income (loss) (0.07) (0.05) (0.04)
Net realized and unrealized gain
(loss) on investments 4.26 2.91 1.20

Net increase (decrease) in net asset
value resulting from investment
operations 4.19 2.86 1.16

Distributions:
Net investment income _ _ _
Net realized gain on investments _ _ _

Total distributions _ _ _

NET ASSET VALUE, END OF PERIOD $17.88 $13.95 $12.81

TOTAL RETURN (2) 30.61% 25.79% 9.96%

RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (in 000's) $10,097 $5,992 $5,167

Ratio of expenses to average net assets:
With reimbursement 1.75%(3) 1.75%(3) 1.50%(3)
Without reimbursement 2.74%(3) 3.66%(3) 3.49%(3)

Ratio of net investment income to
average net assets:
With reimbursement (0.88)%(3) (0.82)%(3) (0.63)%(3)

Without reimbursement (1.86)%(3) (2.73)%(3) (2.63)%(3)

Portfolio turnover 65.80% 88.00% 71.69%
</TABLE>

3
<PAGE>

<TABLE>
<CAPTION>
DRESDNER RCM
------------
LARGE CAP GROWTH BIOTECHNOLOGY EMERGING MARKETS INTERNATIONAL GROWTH
---------------- ------------- ---------------- --------------------
FUND FUND FUND EQUITY FUND A
---- ---- ---- -------------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
SIX MONTHS SIX MONTHS SIX MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED
JUNE 30, 1998 JUNE 30, 1998 JUNE 30, 1998 JUNE 30, 1998
------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:(1)
Net asset value, beginning
of period $12.53 $10.00 $9.99 $13.70
Net investment income (loss) _ (0.04) 0.10 0.08
Net realized and unrealized
gain (loss) on investments 2.84 0.08 (0.92) 2.00

Net increase (decrease) in net
asset value resulting from
investment operations 2.84 0.04 (0.82) 2.08

Distributions:
Net investment income _ _ _ 0.00
Net realized gain on investments _ _ _ 0.00

Total distributions _ _ _ 0.00

NET ASSET VALUE, END OF PERIOD $15.37 $10.04 $9.17 $15.78

TOTAL RETURN (2) 22.67% 0.40% (8.21)% 15.18%

RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (in 000's) $6,187 $3,052 $2,757 $127,215
Ratio of expenses to average net assets:
With reimbursement 0.95%(3) 1.50%(3) 1.50%(3) 1.00%(3)

Without reimbursement 2.85%(3) 4.66%(3) 8.16%(3) 1.04%(3)

Ratio of net investment income to
average net assets:
With reimbursement (0.04)%(3) (0.85)%(3) 1.87%(3) 1.03%(3)

Without reimbursement (1.94)%(3) (4.02)%(3) (4.80)%(3) 1.00%(3)

Portfolio turnover 48.15% 57.27% 114.8% 34.84%
</TABLE>

(1) Calculated using the average share method.
(2) Total return measures the change in value of an investment over the
period indicated.
(3) Annualized.

THE LAST FULL PARAGRAPH UNDER THE SUBHEADING "WHO MANAGES THE FUNDS?" AT PAGE 30
OF THE PROSPECTUS IS ELIMINATED.

THE FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION UNDER THE SUBHEADING
"GLOBAL SMALL CAP FUND" AT PAGE 31 OF THE PROSPECTUS:

David S. Plants and Timothy M. Kelly are primarily responsible for the
day-to-day management of the Global Small Cap Fund. Mr. Plants is a Director of
the Investment Manager, with which he has been associated since 1993. Mr. Kelly
is an Assistant Director of the Investment Manager, with which he has been
associated since 1995. Prior to joining Dresdner RCM, Mr. Kelly received an MBA
from The University of Chicago Graduate School of Business with concentrations
in accounting and finance. Mr. Plants and Mr. Kelly have participated in the
management of portfolios on behalf of the Investment Manager since 1993 and
1995, respectively.

4
<PAGE>

THE FOLLOWING INFORMATION SUPPLEMENTS THE SIMILAR INFORMATION FOUND UNDER THE
SUBHEADING ENTITLED "WHO IS THE FUNDS' DISTRIBUTOR?" AT PAGE 34 OF THE
PROSPECTUS.

The Global Company, on behalf of its Dresdner RCM Large Cap Growth Fund,
Dresdner RCM Global Small Cap Fund, Dresdner RCM Emerging Markets Fund and
Dresdner RCM Global Technology Fund Class N shares, and the Capital Company, on
behalf of its Dresdner RCM International Growth Equity Fund Class N shares, have
adopted distribution and service plans (the "Plans") pursuant to Rule 12b-1
under the 1940 Act. Under the Plans, each such Fund pays the Distributor an
annual fee of up to 0.25% of the average daily net assets of its Class N shares
as reimbursement for certain expenses actually incurred by the Distributor in
connection with providing distribution and shareholder support services to such
shares. Class I shares are not subject to 12b-1 fees.

THE FOLLOWING INFORMATION SUPPLEMENTS THE SIMILAR INFORMATION FOUND UNDER THE
SUBHEADING ENTITLED "WHAT IS THE OFFERING PRICE FOR FUND SHARES?" AT PAGE 35 OF
THE PROSPECTUS.

The Dresdner RCM Large Cap Growth Fund, Dresdner RCM Global Small Cap Fund,
Dresdner RCM Emerging Markets Fund, Dresdner RCM Global Technology Fund and
Dresdner RCM International Growth Equity Fund each offers Class N and Class I
shares. The minimum initial investment for Class N shares of a Fund is $5,000,
and the minimum subsequent investment is $250. The minimum initial investment
for Class I shares of a Fund is $1,000,000, and the minimum subsequent
investment is $50,000. Stockholders whose shares were redesignated as Class I
shares will be subject to the $250 subsequent investment requirement applicable
to holders of Class N shares. Each Company reserves the right at any time to
waive, increase or decrease the minimum requirements applicable to initial or
subsequent investments.

THE FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION FOUND UNDER THE
SECTIONS ENTITLED "HOW TO PURCHASE SHARES", "STOCKHOLDER SERVICES" AND
"REDEMPTION OF SHARES" BEGINNING ON PAGES 35, 37 AND 39, RESPECTIVELY OF THE
PROSPECTUS.

Stockholders with questions regarding purchases or redemptions should contact
Boston Financial Data Services ("BFDS") at P.O. Box 8025, Boston, Massachusetts
02266-8025 or by calling 1-800-726-7240.

THE FOLLOWING INFORMATION SUPPLEMENTS THE SIMILAR INFORMATION FOUND UNDER THE
SUBHEADING ENTITLED "HOW ARE SHARES PRICED?" AT PAGE 36 OF THE PROSPECTUS.

For each Fund that offers both Class N and Class I shares, the net asset value
of each class of shares is determined by dividing the difference between the
value of assets and liabilities (including expenses payable and accrued)
attributable to the class by the number of shares of that class outstanding.
The net asset value per share of each class will vary due to differences in
expenses charged to each class, and will normally be higher for Class I shares.

THE FOLLOWING INFORMATION SUPPLEMENTS THE SIMILAR INFORMATION FOUND UNDER THE
SUBHEADING ENTITLED "EXCHANGE PRIVILEGE" AT PAGE 37 OF THE PROSPECTUS.

For each Fund that offers both Class N and Class I shares, you may exchange
shares of either class of a Fund into shares of the same class of any other Fund
offered through the Prospectus, without a sales charge or other fee, by
contacting BFDS. Exchange purchases are subject to the minimum investment
requirements of the class purchased.

THE FOLLOWING INFORMATION SUPPLEMENTS THE SIMILAR INFORMATION FOUND UNDER THE
SUBHEADING ENTITLED "INVOLUNTARY REDEMPTION" AT PAGE 40 OF THE PROSPECTUS.

In order to reduce a Fund's expenses, it may redeem all of the shares of any
Class N investor whose account has a net asset value of less than $5,000 due to
redemptions (other than a stockholder who is a participant in a qualified
retirement plan or whose initial investment is below $5,000). A Fund may also
redeem all of the shares of any Class I investor whose account has a net asset
value of less than $1,000,000 due to redemptions. Stockholders whose shares were
reclassified as Class I shares will be held to the $5,000 minimum balance
requirement. The Funds will give you 60 days' prior written notice in which to
purchase additional shares to avoid such redemption.

THE FOLLOWING INFORMATION SUPPLEMENTS THE SIMILAR INFORMATION FOUND UNDER THE
SECTION ENTITLED "GENERAL INFORMATION" AT PAGE 43 OF THE PROSPECTUS.

The Board of Directors of the Global Company has designated 25,000,000 shares
(par value $.0001) as Class N shares of each of the Dresdner RCM Global Small
Cap Fund, Dresdner RCM Large Cap Growth Fund, Dresdner RCM Global

5
<PAGE>

Technology Fund and Dresdner RCM Emerging Markets Fund, which shares are
currently classified as the capital stock of the sole existing classes of each
such Fund, respectively. The Board of Directors of the Capital Company has
designated 50,000,000 shares (par value $.0001) as Class N shares of the
Dresdner RCM International Growth Equity Fund.

All shares of each Company have equal voting rights and will be voted in the
aggregate, and not by series or class, except where voting by series or class is
required by law or where the matter involved affects only one series or class.

6
<PAGE>
[LOGO]

Dresdner RCM Capital Funds, Inc.

Dresdner RCM Equity Funds, Inc.

Four Embarcadero Center
San Francisco, California 94111
(800) 726-7240

DRESDNER RCM LARGE CAP GROWTH FUND
DRESDNER RCM GLOBAL SMALL CAP FUND
DRESDNER RCM GLOBAL TECHNOLOGY FUND
DRESDNER RCM GLOBAL HEALTH CARE FUND
DRESDNER RCM BIOTECHNOLOGY FUND
DRESDNER RCM INTERNATIONAL GROWTH EQUITY FUND A
DRESDNER RCM EMERGING MARKETS FUND

The mutual funds offered pursuant to this Prospectus (each a "Fund" and,
collectively, the "Funds") have as their investment objective long-term
appreciation of capital primarily through investment in equity and
equity-related securities of domestic or foreign growth companies. As a result,
the Funds' investments are chosen primarily with regard to their potential for
capital appreciation. Current income is considered only as part of total
investment return and is not emphasized.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

This Prospectus sets forth concisely the information about the Funds
that prospective investors should know before investing. Investors should read
this document and retain it for future use. A Statement of Additional
Information ("SAI") for the Funds dated May 1, 1998 has been filed with the
Securities and Exchange Commission ("SEC") and is incorporated by reference
into this Prospectus. The SAI may be obtained, without charge, by writing or
calling the Company at the address or telephone number set forth above.

Shares of the Funds are not deposits, obligations of, or endorsed or
guaranteed in any way by, Dresdner Bank AG or any other depository institution.
Shares of the Funds are not insured by the Federal Deposit Insurance
Corporation, or any other agency, and are subject to investment risks,
including possible loss of the principal amount invested.

The date of this Prospectus is May 1, 1998

<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
OVERVIEW_______________________________________ 3
SUMMARY OF FEES AND EXPENSES___________________ 4
FINANCIAL HIGHLIGHTS___________________________ 5
DRESDNER RCM GLOBAL FUNDS______________________ 9
INVESTMENT POLICIES____________________________ 17
INVESTMENT AND RISK CONSIDERATIONS_____________ 25
ORGANIZATION AND MANAGEMENT____________________ 30
HOW TO PURCHASE SHARES_________________________ 35
STOCKHOLDER SERVICES___________________________ 37
REDEMPTION OF SHARES___________________________ 39
DIVIDENDS, DISTRIBUTIONS AND TAXES_____________ 41
GENERAL INFORMATION____________________________ 43
</TABLE>

No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection
with the offer contained in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been
authorized by Dresdner RCM Capital Funds, Inc. or Dresdner RCM Equity Funds,
Inc. This Prospectus is not an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby in any jurisdiction or to any person
to whom it is unlawful to make such offer or solicitation.

2
<PAGE>
OVERVIEW

This Prospectus relates to the Dresdner RCM International Growth Equity
Fund A which is offered by Dresdner RCM Capital Funds, Inc. (the "Capital
Company") and to the Dresdner RCM Large Cap Growth Fund, Dresdner RCM Global
Small Cap Fund, Dresdner RCM Global Technology Fund, Dresdner RCM Global Health
Care Fund, Dresdner RCM Biotechnology Fund and Dresdner RCM Emerging Markets
Fund, which are offered by Dresdner RCM Equity Funds, Inc. (the "Equity
Company" and with the Capital Company, the "Companies"), respectively. Each
Fund's investment objective is long-term appreciation of capital.

DRESDNER RCM LARGE CAP GROWTH FUND invests primarily in domestic and
foreign companies with large market capitalizations.

DRESDNER RCM GLOBAL SMALL CAP FUND invests primarily in small-sized
domestic and foreign companies.

DRESDNER RCM GLOBAL TECHNOLOGY FUND invests primarily in domestic and
foreign companies whose revenues are primarily generated by technology products
and services.

DRESDNER RCM GLOBAL HEALTH CARE FUND invests primarily in domestic and
foreign companies in the health care and related industries.

DRESDNER RCM BIOTECHNOLOGY FUND invests primarily in domestic and foreign
companies in the biotechnology industry.

DRESDNER RCM INTERNATIONAL GROWTH EQUITY FUND A invests primarily in
foreign companies.

DRESDNER RCM EMERGING MARKETS FUND invests primarily in emerging market
companies.

The Funds' investments are chosen primarily with regard to their
potential for capital appreciation. Current income is considered only as part
of total return and is not emphasized. There is no assurance that any Fund will
achieve its investment objective. If you seek an aggressive approach to capital
growth, and can accept the above-average level of price fluctuations that the
Funds may experience, one or more of the Funds may be an appropriate part of
your overall investment strategy. Consider your investment goals, your time
horizon for achieving them, and your tolerance for risk.

Each Fund is managed by Dresdner RCM Global Investors LLC ("Dresdner
RCM" or the "Investment Manager"). Dresdner RCM is an investment adviser
registered with the Securities and Exchange Commission with principal offices in
San Francisco, California. Dresdner RCM, together with its predecessors, have
over 25 years of experience in investing in equity and equity-related
securities. Dresdner RCM, together with its affiliates, currently provides
investment management services to institutional and individual clients and
registered investment companies with aggregate assets in excess of $60 billion.

[LOGO]
<PAGE>
SUMMARY OF FEES AND EXPENSES

The following information is designed to help you understand various
costs and expenses of each Fund that an investor may bear directly or
indirectly. Information about the Biotechnology Fund and the Emerging Markets
Fund is based on their expected expenses for their first full year of
operation. Information about the other Funds is based on their expenses for the
past year. Actual expenses and returns may be greater or less than those shown
below.

SHAREHOLDER TRANSACTION EXPENSES
(applicable to each Fund)

<TABLE>
<S> <C>
Sales load imposed on purchases None
Sales load imposed on reinvested
dividends None
Deferred sales charges on redemptions None
Redemption fee None
Exchange fee None
</TABLE>

ANNUAL OPERATING EXPENSES
(expressed as a percentage of average net assets)

<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT RULE 12b-1 OTHER OPERATING
FEE FEE EXPENSES(1) EXPENSES(1)
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
Large Cap Fund 0.70% 0.15% 0.10% 0.95%
Global Small Cap Fund 1.00% 0.25% 0.50% 1.75%
Technology Fund 1.00% - 0.75% 1.75%
Health Care Fund 1.00% 0.25% 0.25% 1.50%
Biotechnology Fund 1.00% 0.25% 0.25% 1.50%
International Fund 0.75% - 0.25% 1.00%
Emerging Markets Fund 1.00% - 0.50% 1.50%
</TABLE>

EXAMPLE
Assume you invest $1,000 in each Fund, the Funds return 5% annually and each
Fund's expense ratio remains as listed above. The example below shows the
operating expenses that you would indirectly bear as an investor in the Funds.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------
Large Cap Fund $10 $30 $53 $117
Global Small Cap Fund 18 55 95 206
Technology Fund 18 55 95 206
Health Care Fund 15 47 82 179
Biotechnology Fund 15 47 82 179
International Fund 10 32 55 122
Emerging Markets Fund 15 47 82 179

This example should not be considered a representation of past or future returns or expenses,
which may be more or less than those shown.
</TABLE>

- --------------------------------------------------------------------------------

(1) The Investment Manager has voluntarily agreed, until at least December 31,
1998, to pay each Fund on a quarterly basis the amount, if any, by which
ordinary operating expenses of the respective Company attributable to such
Fund for the quarter (except interest, taxes and extraordinary expenses)
exceed such Fund's annualized rate noted above as a percentage of the
average daily net assets of such Fund. Without such reimbursement, the
ratio of other expenses and total Fund operating expenses would have been
0.31% and 1.06% for the International Fund, 1.45% and 2.45% for the
Technology Fund, 1.84% and 3.09% for the Global Small Cap Fund, 1.68% and
2.93% for the Health Care Fund, and 1.78% and 2.63% for the Large Cap Fund.
In subsequent years, each Fund will reimburse the Investment Manager for
any such payments to the extent that each Fund's operating expenses are
otherwise below its expense cap. Other expenses and total Fund operating
expenses for the first year of operation of the Biotechnology Fund and
Emerging Markets Fund, without expense reduction, are estimated to be 4.14%
and 5.39%, respectively, for the Biotechnology Fund and 4.32% and 5.32%,
respectively, for the Emerging Markets Fund.

<PAGE>

FINANCIAL HIGHLIGHTS

The information relating to the Biotechnology Fund and the Emerging
Markets Fund for the three-month period ended March 31, 1998 has been prepared
by the Equity Company and is not audited. The following information relating to
each of the other Funds has been audited by Coopers & Lybrand L.L.P.,
independent accountants, as stated in their opinion appearing in such Fund's
1997 Annual Report to Shareholders (which has been incorporated by reference in
the SAI). This information should be read in conjunction with the financial
statements and related notes, which are included in such Annual Report to
Shareholders.

Copies of the Funds' 1997 Annual Reports to Shareholders are available,
upon request, by either calling Dresdner RCM Global Funds at (800) 726-7240 or
mailing a request to Four Embarcadero Center, San Francisco, California 94111.

[LOGO]
<PAGE>
DRESDNER RCM EQUITY FUNDS, INC.
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
------------------------------------------------------------------
TECHNOLOGY
LARGE CAP FUND GLOBAL SMALL CAP FUND FUND
------------------------- ------------------------- ----------
For a share outstanding throughout each
fiscal year or period ended December 31 1997 1996(1) 1997 1996(1) 1997
---------- ------------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE: (5)
Net asset value, beginning of period $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 12.60
---------- ------------- ---------- ------------- ----------
Net investment income (loss) 0.01 - (0.13 ) - (0.16 )
Net realized and unrealized gain
(loss) on investments 3.17 - 2.64 - 3.46
---------- ------------- ---------- ------------- ----------
Net increase (decrease) in net asset
value resulting from investment
operations 3.18 - 2.51 - 3.30
---------- ------------- ---------- ------------- ----------
Distributions:
Net investment income (0.01 ) - - - -
Net realized gain on investments (0.64 ) - (1.42 ) - (2.21 )
---------- ------------- ---------- ------------- ----------
Total distributions (0.65 ) - (1.42 ) - (2.21 )
---------- ------------- ---------- ------------- ----------
NET ASSET VALUE, END OF PERIOD $ 12.53 $ 10.00 $ 11.09 $ 10.00 $ 13.69
---------- ------------- ---------- ------------- ----------
---------- ------------- ---------- ------------- ----------
TOTAL RETURN (6) 31.99% 0.00% 25.48% 0.00% 27.08%
---------- ------------- ---------- ------------- ----------
---------- ------------- ---------- ------------- ----------
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (in 000's) $ 5,025 $ 4,000 $ 4,456 $ 4,000 $ 6,950
---------- ------------- ---------- ------------- ----------
---------- ------------- ---------- ------------- ----------
Ratio of expenses to average net
assets:
With reimbursement 0.95% 0.00%(8) 1.75% 0.00%(8) 1.75%
---------- ------------- ---------- ------------- ----------
---------- ------------- ---------- ------------- ----------
Without reimbursement 2.63% - 3.09% - 2.45%
---------- ------------- ---------- ------------- ----------
---------- ------------- ---------- ------------- ----------
Ratio of net investment income to
average
net assets:
With reimbursement 0.10% 0.00%(8) (1.14%) 0.00%(8) (1.15%)
---------- ------------- ---------- ------------- ----------
---------- ------------- ---------- ------------- ----------
Without reimbursement (1.58%) - (2.49%) - (1.86%)
---------- ------------- ---------- ------------- ----------
---------- ------------- ---------- ------------- ----------
Portfolio turnover 119.87% 0.00% 153.49% 0.00% 189.41%
---------- ------------- ---------- ------------- ----------
---------- ------------- ---------- ------------- ----------
Average commission rate paid per share
(7) $ 0.0469 $ 0.0326 $ 0.0202 $ 0.0465 $ 0.0678
---------- ------------- ---------- ------------- ----------
---------- ------------- ---------- ------------- ----------
</TABLE>

- --------------------------------------------------------------------------------

(1) Period from December 31, 1996 (commencement of operation) to December 31,
1996.
(2) Period from December 27, 1995 (commencement of operation) to December 31,
1995.
(3) For the three-month period ended March 31, 1998.
(4) Period from December 30, 1997 (commencement of operation) to December 31,
1997.
(5) Calculated using the average share method.
(6) Total return measures the change in value of an investment over the period
indicated.
(7) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for security
trades on which commissions are charged. This amount may vary from period
to period and fund to fund depending on the mix of trades executed in
various markets where trading practices and commission rate structures may
differ.
(8) Not annualized. Fund was in operation for less than five days.

<PAGE>

<TABLE>
<CAPTION>
DRESDNER RCM
---------------------------------------------------------------------------------
TECHNOLOGY FUND HEALTH CARE FUND BIOTECHNOLOGY FUND
------------------------- ------------------------- -------------------------
(UNAUDITED)
1996 1995(2) 1997 1996(1) 1998(3) 1997(4)
---------- ------------- ---------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE: (5)
Net asset value, beginning of period $ 10.04 $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00
---------- ------------- ---------- ------------- ---------- -------------
Net investment income (loss) (0.15 ) - (0.06 ) - (0.01 ) -
Net realized and unrealized gain
(loss) on investments 2.80 0.04 3.03 - 0.60 -
---------- ------------- ---------- ------------- ---------- -------------
Net increase (decrease) in net asset
value resulting from investment
operations 2.65 0.04 2.97 - 0.59 -
---------- ------------- ---------- ------------- ---------- -------------
Distributions:
Net investment income - - - - - -
Net realized gain on investments (0.09 ) - (1.32 ) - - -
---------- ------------- ---------- ------------- ---------- -------------
Total distributions (0.09 ) - (1.32 ) - - -
---------- ------------- ---------- ------------- ---------- -------------
NET ASSET VALUE, END OF PERIOD $ 12.60 $ 10.04 $ 11.65 $ 10.00 $ 10.59 $ 10.00
---------- ------------- ---------- ------------- ---------- -------------
---------- ------------- ---------- ------------- ---------- -------------
TOTAL RETURN (6) 26.41% 0.40% 30.00% 0.00% 5.90% 0.00%
---------- ------------- ---------- ------------- ---------- -------------
---------- ------------- ---------- ------------- ---------- -------------
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (in 000's) $ 5,117 $ 954 $ 4,671 $ 4,000 $ 3,190 $ 3,000
---------- ------------- ---------- ------------- ---------- -------------
---------- ------------- ---------- ------------- ---------- -------------
Ratio of expenses to average net
assets:
With reimbursement 1.73% 0.00%(8) 1.50% 0.00%(8) 1.50% 0.01%(8)
---------- ------------- ---------- ------------- ---------- -------------
---------- ------------- ---------- ------------- ---------- -------------
Without reimbursement 7.75% - 2.93% - 5.39% -
---------- ------------- ---------- ------------- ---------- -------------
---------- ------------- ---------- ------------- ---------- -------------
Ratio of net investment income to
average
net assets:
With reimbursement (1.34%) (0.02%)(8) (0.55%) 0.00%(8) (0.58%) 0.01%(8)
---------- ------------- ---------- ------------- ---------- -------------
---------- ------------- ---------- ------------- ---------- -------------
Without reimbursement (7.36%) - (1.98%) - (4.47%) -
---------- ------------- ---------- ------------- ---------- -------------
---------- ------------- ---------- ------------- ---------- -------------
Portfolio turnover 155.58% 0.00% 157.65% 0.00% 22.69% 0.00%
---------- ------------- ---------- ------------- ---------- -------------
---------- ------------- ---------- ------------- ---------- -------------
Average commission rate paid per share
(7) $ 0.0599 $ - $ 0.0528 $ 0.0324 $ 0.0416 $ -
---------- ------------- ---------- ------------- ---------- -------------
---------- ------------- ---------- ------------- ---------- -------------

EMERGING MARKETS FUND
-------------------------
(UNAUDITED)
1998(3) 1997(4)
---------- -------------
<S> <C> <C>
PER SHARE OPERATING PERFORMANCE: (5)
Net asset value, beginning of period $ 9.99 $ 10.00
---------- -------------
Net investment income (loss) 0.00 -
Net realized and unrealized gain
(loss) on investments 0.97 (0.01)
---------- -------------
Net increase (decrease) in net asset
value resulting from investment
operations 0.97 (0.01)
---------- -------------
Distributions:
Net investment income - -
Net realized gain on investments - -
---------- -------------
Total distributions - -
---------- -------------
NET ASSET VALUE, END OF PERIOD $ 10.96 $ 9.99
---------- -------------
---------- -------------
TOTAL RETURN (6) 9.71% 0.00%
---------- -------------
---------- -------------
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (in 000's) $ 3,289 $ 2,996
---------- -------------
---------- -------------
Ratio of expenses to average net
assets:
With reimbursement 1.50% 0.01%(8)
---------- -------------
---------- -------------
Without reimbursement 5.32% -
---------- -------------
---------- -------------
Ratio of net investment income to
average
net assets:
With reimbursement 0.19% 0.00%(8)
---------- -------------
---------- -------------
Without reimbursement (3.63%) -
---------- -------------
---------- -------------
Portfolio turnover 32.85% 0.00%
---------- -------------
---------- -------------
Average commission rate paid per share
(7) $ 0.0042 $ 0.0079
---------- -------------
---------- -------------
</TABLE>

- --------------------------------------------------------------------------------

[LOGO]
<PAGE>
DRESDNER RCM CAPITAL FUNDS, INC.
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
DRESDNER RCM INTERNATIONAL GROWTH EQUITY FUND A
For a share outstanding throughout each ------------------------------------------------------
fiscal year ended December 31 1997(1) 1996(1)(2) 1995 1994(3)
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 12.72 $ 11.56 $ 10.00 $ 10.00
------------ ------------ ------------ ------------
Net investment income 0.06 0.04 0.12 0.00
Net realized and unrealized gain
(loss) on investments 2.22 2.16 1.68 (0.00 )
------------ ------------ ------------ ------------
Net increase in net asset value
resulting from investment
operations 2.28 2.20 1.80 0.00
------------ ------------ ------------ ------------
Distributions:
Net investment income (0.14 ) (0.16 ) (0.11 ) (0.00 )
Net realized gain on investments (1.16 ) (0.88 ) (0.13 ) (0.00 )
------------ ------------ ------------ ------------
Total distributions (1.30 ) (1.04 ) (0.24 ) (0.00 )
------------ ------------ ------------ ------------
NET ASSET VALUE, END OF PERIOD $ 13.70 $ 12.72 $ 11.56 $ 10.00
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
TOTAL RETURN (4) 17.93% 19.31% 17.98% 0.01%
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (in millions) $ 98 $ 53 $ 34 $ 25
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Ratio of expenses to average net
assets:
With reimbursement 1.00% 0.99% 0.75% 0.00%(6)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Without reimbursement 1.06% 1.25% 1.11% -
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Ratio of net investment income to
average net assets:
With reimbursement 0.41% 0.32% 1.19% 0.01%(6)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Without reimbursement 0.35% 0.06% 0.83% -
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Portfolio turnover 122.43% 119.09% 87.40% 0.00%(6)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Average commission rate paid per share
(5) $ 0.0235 $ 0.0179 $ - $ -
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>

- --------------------------------------------------------------------------------

(1) Calculated using the average share method.
(2) Stock split 10:1 at the close of business on June 17, 1996. All prior
period per share amounts were restated to reflect the stock split.
(3) Commencement of operation was December 28, 1994.
(4) Total return measures the change in value of an investment over the period
indicated.
(5) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for security
trades on which commissions are charged. This amount may vary from period
to period and fund to fund depending on the mix of trades executed in
various markets where trading practices and commission rate structures may
differ.
(6) Not annualized. Fund was in operation for four days.

<PAGE>
DRESDNER RCM GLOBAL FUNDS

The following section describes the goals and strategies for the
Dresdner RCM Global Funds offered pursuant to this Prospectus. An investment in
any one of the Funds is subject to a variety of risks including risks
associated with equity securities and foreign companies. For a
detailed description of the risks associated with an investment in any one of
the Funds, refer to the section entitled INVESTMENT AND RISK CONSIDERATIONS
beginning on page 25. Please read this section carefully before investing.

[LOGO]
<PAGE>
DRESDNER RCM LARGE CAP GROWTH FUND

GOAL AND STRATEGY

Dresdner RCM Large Cap Growth Fund (the "Large Cap Fund") seeks
appreciation of capital by investing primarily in equity and equity-related
securities of domestic companies with large market capitalizations. Companies
with "large market capitalizations" are defined as companies whose common
stock, and securities convertible into common stock, have a total market
capitalization of at least $1 billion at the time of purchase. Under normal
market conditions, the Fund invests at least 65% of its total assets in these
companies.

The Fund may invest up to 20% of its total assets in equity and
equity-related securities of foreign issuers. Under normal market conditions,
the Fund will not invest more than 10% of its total assets in securities of
issuers that are organized or headquartered in any one foreign country. The
Fund may invest up to 10% of its total assets in securities of companies
organized or headquartered in emerging market countries, all of which may be
invested in securities of issuers organized or headquartered in any one emerging
market country.

<PAGE>
DRESDNER RCM GLOBAL SMALL CAP FUND

GOAL AND STRATEGY

Dresdner CM Global Small Cap Fund (the "Global Small Cap Fund") seeks
appreciation of capital by investing primarily in equity and equity-related
securities of small-sized domestic and foreign companies. "Small-sized
companies" are defined as companies whose common stock, or securities
convertible into common stock, have a total market capitalization of up to $1
billion at the time of purchase. Under normal market conditions, the Fund
invests at least 65% of its total assets in these companies.

Under normal market conditions, as a fundamental policy which cannot be
changed without stockholder approval, the Fund invests in equity and
equity-related securities of companies organized or headquartered in at least
three different countries (one of which may be the United States). The Fund may
invest up to 100% of its total assets in equity and equity-related securities
of foreign issuers. While there is no limitation on the countries in which the
Fund may invest, the Fund currently expects that the majority of its foreign
investments will be in securities of companies organized or headquartered in
Japan and the countries of Western Europe. Under normal market conditions, the
Fund will not invest more than 25% of its total assets in securities of issuers
that are organized or headquartered in any one foreign country, other than
France, Germany, Japan and the United Kingdom. Up to 30% of the Fund's total
assets may be invested in securities of companies organized or headquartered in
emerging market countries; however, the Fund will not invest more than 10% of
its total assets in securities of issuers organized or headquartered in any one
emerging market country.

There are currently no limitations on the types of businesses in which
the Fund may invest, although no more than 25% of the Fund's total assets may
be invested in the securities of companies primarily engaged in any one industry
(other than securities of the U.S. Government, its agencies and
instrumentalities). Although there is no minimum market capitalization for the
companies in which the Fund invests, the Investment Manager currently does not
intend to invest more than 15% of the Fund's total assets in securities of
companies with market capitalizations below $100 million at the time of
purchase. The Fund is not required to sell portfolio securities solely because
a company's market capitalization has exceeded $1 billion, and is not prevented
from purchasing or required to sell other portfolio securities as a result of
such change. The average market capitalization of the Fund's portfolio at
market value is expected to be approximately $500 million and will not exceed $1
billion.

[LOGO]
<PAGE>
DRESDNER RCM GLOBAL TECHNOLOGY FUND

GOAL AND STRATEGY

Dresdner RCM Global Technology Fund (the "Technology Fund") seeks
appreciation of capital by investing primarily in equity and equity-related
securities of domestic and foreign companies whose revenues are primarily
generated by technology products and services. These products and services
include computers and computer peripherals, software, electronic components and
systems, communications equipment and services, media and information services,
pharmaceuticals, hospital supply and medical devices, biotechnology products,
environmental services, chemical products and synthetic materials, and defense
and aerospace products and services. The Fund may also invest in companies
that, in the Investment Manager's view, should significantly benefit from the
commercialization of technological advances even if they are not directly
involved in them. Under normal market conditions, the Fund invests at least 65%
of its total assets in these companies.

Although there is no limitation of the market capitalizations of the
companies in which the Fund invests, the Investment Manager currently intends
to invest primarily in equity and equity-related securities of companies with
market capitalizations in excess of $500 million at the time of purchase, and
does not intend to invest more than 15% of the Fund's total assets in
securities of companies with market capitalizations below $100 million at the
time of purchase.

<PAGE>
DRESDNER RCM GLOBAL HEALTH CARE FUND

GOAL AND STRATEGY

Dresdner RCM Global Health Care Fund (the "Health Care Fund") seeks
appreciation of capital by investing primarily in equity and equity-related
securities of domestic and foreign health care companies. "Health care
companies" are defined as companies which principally are engaged in the health
care business including, but not limited to, pharmaceutical, biochemical and
biotechnology and medical companies. These companies are typically involved in
research and development or ownership and/or operation of health care
facilities, franchises or practices, and the design, production or selling of
medical, dental and optical products. A company will be deemed to be
principally engaged in the health care business if at least 50% of its earnings
or revenues is derived from health care activities, or at least 50% of its
assets are devoted to such activities, based upon the company's financial
statements as of the end of its most recent fiscal year. Under normal market
conditions, the Fund invests at least 65% of its total assets in these
companies.

Under normal market conditions, as a fundamental policy which cannot be
changed without stockholder approval, the Fund invests in equity and
equity-related securities of companies organized or headquartered in at least
three different countries (one of which may be the United States). The Fund may
invest up to 100% of its total assets in equity and equity-related securities
of foreign issuers. While there is no limitation on the countries in which the
Fund may invest, the Fund currently expects that the majority of its foreign
investments will be in securities of companies organized or headquartered in
Japan and the countries of Western Europe. Up to 15% of the Fund's total assets
may be invested in securities of companies organized or headquartered in
emerging market countries; however, the Fund will not invest more than 10% of
its total assets in securities of issuers organized or headquartered in any one
emerging market country.

Although there is no limitation on the market capitalizations of the
companies in which the Fund may invest, the Investment Manager currently
intends to invest primarily in equity and equity-related securities of
companies with market capitalizations of at least $1 billion at the time of
purchase, and does not intend to invest more than 15% of the Fund's total
assets in securities of companies with market capitalizations below $100
million at the time of purchase.

[LOGO]
<PAGE>

DRESDNER RCM BIOTECHNOLOGY FUND

GOAL AND STRATEGY

Dresdner RCM Biotechnology Fund (the "Biotechnology Fund") seeks
appreciation of capital by investing primarily in equity and equity-related
securities of domestic and foreign companies in the biotechnology industry. The
Fund seeks investment opportunities in companies engaged in the research,
development, provision and/or manufacture of biotechnological products,
services and processes. Such companies generally employ genetic engineering to
develop new drugs and apply new and innovative processes to discover and develop
diagnostic and therapeutic products and services. The biotechnology industry
includes pharmaceutical, biochemical, medical/surgical, human health care,
agricultural and industrial oriented companies. However, because of the rapid
developments in the biotechnology industry, it can be expected that over time
companies with new and different products and focuses will be included in the
industry. Under normal market conditions, the Fund invests at least 65% of its
total assets in these companies.

While there is no limitation on the countries in which the Fund may
invest, the Fund currently expects that the majority of its investments will be
in securities of companies organized or headquartered in the United States.
However, the Fund may invest up to 100% of its total assets in equity and
equity-related securities of foreign issuers. Under normal market conditions
the Fund will not invest more than 25% of its total assets in securities of
issuers organized or headquartered in any one foreign country. Up to 15% of the
Fund's total assets may be invested in securities of companies organized or
headquartered in emerging market countries; however, the Fund will not invest
more than 10% of its total assets in securities of issuers organized or
headquartered in any one emerging market country.

Although there is no limitation on the market capitalizations of the
companies in which the Fund may invest, it is likely that a significant portion
of the companies in which the Fund invests will have market capitalizations
below $1 billion. The Investment Manager currently does not intend to invest
more than 15% of the Fund's total assets in securities of companies with market
capitalizations below $100 million at the time of purchase.

<PAGE>
DRESDNER RCM INTERNATIONAL GROWTH
EQUITY FUND A

GOAL AND STRATEGY

Dresdner RCM International Growth Equity Fund A (the "International
Fund") seeks appreciation of capital by investing primarily in equity and
equity-related securities of foreign companies. These foreign companies include:
(i) companies that are organized or headquartered, or whose operations
principally are conducted outside, the United States; (ii) companies whose
securities are principally traded outside the United States, regardless of
where the company is organized or headquartered or where its operations
principally are conducted; (iii) companies that have issued depositary
receipts; and (iv) other investment companies investing primarily in such
equity and equity-related foreign securities. Under normal market conditions,
the Fund invests at least 65% of its total assets in these companies.

The Fund invests in securities of issuers located in at least ten
different countries, with no more than 25% of its total assets invested in
securities of issuers that are organized or headquartered in any one foreign
country other than Japan, the United Kingdom and Germany. Investments in
securities of issuers organized or headquartered in Japan, the United Kingdom
and Germany may in each country aggregate up to 65% of the Fund's total assets.
The Fund may also invest up to 10% of its total assets in U.S. issuers. The
Fund expects to invest a substantial portion of its assets in securities of
companies that are organized or headquartered in developed foreign countries.
Up to 30% of the Fund's total assets may be invested in securities of companies
organized or headquartered in emerging market countries; however, the Fund will
not invest more than 10% of its total assets in securities (excluding foreign
currencies) of issuers organized or headquartered in any one emerging market
country.

Although there is no limitation on the market capitalizations of the
companies in which the Fund may invest, the Investment Manager currently
intends to invest primarily in equity and equity-related securities of issuers
with market capitalizations in excess of $1 billion at the time of purchase,
and does not intend to invest more than 10% of the Fund's total assets in
securities of issuers with market capitalizations below $100 million at the
time of purchase.

[LOGO]
<PAGE>
DRESDNER RCM EMERGING MARKETS FUND

GOAL AND STRATEGY

Dresdner RCM Emerging Markets Fund (the "Emerging Markets Fund") seeks
appreciation of capital by investing primarily in equity and equity-related
securities of emerging market companies. "Emerging markets companies" are
defined as companies organized or headquartered in any country that is
generally considered to be an emerging or developing country by the World Bank,
the International Finance Corporation, the United Nations or its authorities,
or other recognized financial institutions. Under normal market conditions, the
Fund invests at least 80% of its total assets in these companies.

As of the date of this Prospectus, emerging market countries are deemed
to include, for purposes of this Prospectus, all foreign countries other than
Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany,
Ireland, Italy, Japan, Luxembourg, The Netherlands, New
Zealand, Norway, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.

The Fund will not invest more than 15% of its total assets in securities
of issuers that are organized or headquartered in any one emerging market
country. In addition, the Fund may invest up to 15% of its total assets in
securities of issuers that are organized or headquartered in developed
countries, but that have or will have substantial assets in developing
countries or derive or expect to derive a substantial portion of their total
revenues from goods and services produced in, or sales made in, developing
countries.

Although there is no limit on the market capitalizations of the
companies in which the Fund may invest, the Investment Manager currently
intends to invest primarily in equity and equity-related securities of
companies with market capitalizations in excess of $100 million at the time of
purchase.

<PAGE>
INVESTMENT POLICIES

HOW DO THE FUNDS SELECT PORTFOLIO SECURITIES?

The Investment Manager seeks to identify companies that are expected to
have higher-than-average rates of growth and strong potential for capital
appreciation relative to downside exposure. While each Fund emphasizes
investments in growth companies, each Fund also may invest in other companies
that are not traditionally considered to be growth companies, such as emerging
growth companies and cyclical and semi-cyclical companies in developing
economies, if the Investment Manager believes that such companies have
above-average growth potential.

In determining whether securities of particular issuers are believed to
have the potential for capital appreciation, the Investment Manager evaluates
the fundamental value of each enterprise, as well as its prospects for growth.
In most cases, these companies will have one or more of the following
characteristics: superior management; strong balance sheets; differentiated or
superior products or services; substantial capacity for growth in revenue,
through either an expanding market or through expanding market share; strong
commitment to research and development; and a steady stream of new products or
services. Because current income is not the focus of any Fund's investment
objective, no Fund will restrict its investments in equity and equity-related
securities to those issuers with a record of dividend payments.

In evaluating particular foreign investment opportunities, the
Investment Manager may consider, in addition to the factors described above,
the anticipated economic growth rate, the political outlook, the anticipated
inflation rate, the currency outlook, and the interest rate environment for the
country and the region in which a particular company is located, as well as
other factors it deems relevant.

WHAT ARE EQUITY AND EQUITY-RELATED SECURITIES?

Equity and equity-related securities include common stock, preferred
stock, convertible preferred stock, convertible debt obligations, warrants or
other rights to acquire stock, and options on stock and stock indices. In
addition, equity and equity-related securities may include securities sold in
the form of depositary receipts and securities issued by other investment
companies. The International Fund and Large Cap Fund currently intend to invest
primarily in common stock. The other Funds currently intend to invest primarily
in common stock and depositary receipts.

WHAT KINDS OF FOREIGN SECURITIES WILL THE FUNDS INVEST IN?

The types of foreign equity and equity-related securities that the Funds
may invest in include: (i) securities of companies that are organized or
headquartered, or whose operations principally are conducted, outside the United
States; (ii) securities that are principally traded outside the United States,
regardless of where the issuer of such securities is organized or

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headquartered or where its operations principally are conducted;
(iii) depositary receipts; and (iv) securities of other investment companies
investing primarily in such equity and equity-related foreign securities.

Each Fund expects that its investments in foreign securities will be
comprised primarily of securities that are traded on recognized foreign
securities exchanges. However, each Fund also may invest in securities that
are traded only over-the-counter, either in the United States or in foreign
markets, when the Investment Manager believes that such securities meet the
Fund's investment criteria. Subject to each Fund's restrictions on investment
in foreign securities, the Funds also may invest in securities that are not
publicly traded either in the United States or in foreign markets.

DO THE FUNDS BUY AND SELL FOREIGN CURRENCIES?

Each Fund presently expects to purchase or sell foreign currencies
primarily to settle foreign securities transactions. However, each Fund may
also engage in currency management transactions to hedge currency exposure
related to securities it owns or that it anticipates purchasing. (See DO THE
FUNDS HEDGE THEIR INVESTMENTS?) In addition, a Fund may hold foreign currency
received in connection with investments in foreign securities when, in the
judgment of the Investment Manager, it would be beneficial to convert such
currency into U.S. dollars at a later date, based on anticipated changes in the
relevant exchange rates.

For purposes of the percentage limitations on each Fund's investments in
foreign securities, the term securities does not include foreign currencies.
This means that a Fund's exposure to foreign currencies or multinational
currency units such as the European Currency Unit (a "basket" comprised of
specified amounts of currencies of certain of the members of the European Union)
may be greater than its percentage limitation on investments in foreign
securities denominated in foreign currencies and multinational currency units.
Each Fund will incur costs in connection with conversions between various
currencies and gains in a particular securities market may be affected, either
positively or negatively, by changes in exchange rates.

Each Fund is also authorized to employ currency management techniques to
enhance its total return, although there is no current intention to do so. A
Fund may not employ more than 30% of the value of its total assets, calculated
at the time of purchase, in currency management techniques for the purpose of
enhancing return.

DO THE FUNDS HEDGE THEIR INVESTMENTS?

For hedging purposes, each Fund may purchase options on stock indices
and on securities that are authorized for purchase by the Fund. If a Fund
purchases a "put" option on a security, the Fund acquires the right to sell the
underlying security at a specified price at any time during the term of the
option (for "American-style" options) or on the option expiration date (for
"European-style" options). If a Fund purchases a "call" option on a security,
it acquires the right to purchase the underlying security at a specified price
at any time during the term of the option (or on the option expiration date).
An option on a stock index gives a Fund the right to receive a cash

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payment equal to the difference between the closing price of the index and the
exercise price of the option. A Fund may "close out" an option prior to its
exercise or expiration by selling an option of the same series as the option
previously purchased.

Each Fund may employ certain currency management techniques to hedge
against currency exchange rate fluctuations. The International Fund may hedge
up to 100% of its total assets. These techniques include forward currency
exchange contracts, currency options, futures contracts (and related options),
and currency swaps. A forward currency exchange contract is an obligation to
purchase or sell a specific currency at a future date at a price set at the
time of the contract. Currency options are rights to purchase or sell a
specific currency at a future date at a specified price. Futures contracts are
agreements to take or make delivery of an amount of cash equal to the
difference between the value of the currency at the close of the last trading
day of the contract and the contract price. Currency swaps involve the exchange
of rights to make or receive payments in specified currencies.

Each Fund may cross-hedge currencies, which involves writing or
purchasing options or entering into foreign exchange contracts on one currency
to hedge against changes in exchange rates for a different currency, if, in the
judgment of the Investment Manager, there is a pattern of correlation between
the two currencies.

WHAT OTHER INVESTMENT PRACTICES SHOULD I KNOW ABOUT?

DEPOSITARY RECEIPTS

Each Fund may invest in securities of foreign companies in the form of
American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"),
Global Depositary Receipts ("GDRs"), or other similar depositary instruments
representing securities of foreign companies. ADRs are receipts for ordinary
shares of foreign companies that typically are issued by U.S. banks and entitle
the holder to all dividends and all capital gains associated with the underlying
ordinary shares. These securities may not be denominated in the same currency
as the underlying securities that they represent. EDRs and GDRs are receipts
issued by a non-U.S. financial institution evidencing a similar arrangement.
When it is possible to invest either in an ADR, EDR, or GDR, or to invest
directly in the underlying security, the Investment Manager will evaluate which
investment opportunity is preferable, based on price differences, relative
trading volumes, anticipated liquidity, differences in currency risk, and other
factors.

Although investment in ADRs does not involve the currency exchange risk
that is present when investing in the underlying securities, depositary
receipts may have risks that are similar to those of foreign equity securities.
Therefore, for purposes of each Fund's investment policies and restrictions,
depositary receipts are treated as foreign equity securities, based on the
country in which the underlying issuer is organized or headquartered. (See WHAT
KINDS OF FOREIGN SECURITIES WILL THE FUNDS INVEST IN?)

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OTHER INVESTMENT COMPANIES

The laws of some foreign countries may make it difficult or impossible
for a Fund to invest directly in issuers organized or headquartered in those
countries, or may place limitations on such investments. The only practical
means of investing in such issuers may be through investment in other
investment companies that in turn are authorized to invest in the securities of
such issuers. In such cases and in other appropriate circumstances, and subject
to the restrictions referred to above regarding investments in companies
organized or headquartered in foreign countries (see WHAT KINDS OF FOREIGN
SECURITIES WILL THE FUNDS INVEST IN?), each Fund may invest up to 10% of the
value of its total assets in other investment companies. However, no Fund may
acquire more than 3% of the voting securities of any other investment company.

To the extent that a Fund invests in other investment companies, it will
bear its proportionate share of any management or administration fees and other
expenses paid by investment companies in which it invests. At the same time,
the Fund would continue to pay its own management fees and other expenses.

SHORT SELLING

Each Fund, except the International Fund, may make short sales of
securities that it owns or has the right to acquire at no added cost through
conversion or exchange of other securities it owns (referred to as short sales
"against the box") and may also make short sales of securities which it does
not own or have the right to acquire. In order to deliver a security that is
sold short to the buyer, the Fund must arrange through a broker to borrow the
security, and becomes obligated to replace the security borrowed at its market
price at the time of replacement, whatever that price may be. When a Fund makes
a short sale, the proceeds of the sale are retained by the broker until the
Fund replaces the borrowed security.

The value of securities of any issuer in which a Fund maintains a short
position that is not "against the box" may not exceed the lesser of 5% of the
value of the Fund's net assets or 5% of the securities of such class of the
issuer. A Fund's ability to enter into short sales transactions is limited by
the requirements of the Investment Company Act of 1940 (the "1940 Act").

Although the International Fund may not make short sales of securities,
it may maintain short positions in connection with its use of options, futures
contracts, options on futures contracts, forward foreign currency exchange
transactions, and currency options.

WHEN ISSUED, FIRM COMMITMENT AND DELAYED SETTLEMENT TRANSACTIONS

Each Fund may purchase securities on a delayed delivery or "when issued"
basis and may enter into firm commitment agreements (transactions in which the
payment obligation and interest rate are fixed at the time of the transaction
but the settlement is delayed). Delivery and payment for these securities
typically occur 15 to 45 days after the commitment to purchase, but delivery
and payment can be scheduled for shorter or longer periods, based upon the
agreement of the buyer and the seller. No interest accrues to the purchaser
during the period before delivery. The Funds generally do not intend to enter
into these

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transactions for the purpose of leverage, but may sell the right to receive
delivery of the securities before the settlement date. The value of the
securities at settlement may be more or less than the agreed upon price.

A Fund will segregate cash, U.S. Government securities or other liquid
debt or equity securities in an amount sufficient to meet its payment
obligations with respect to any such transactions. To the extent that assets are
segregated for this purpose, a Fund's liquidity and the ability of the
Investment Manager to manage its portfolio may be adversely affected.

DEBT SECURITIES

Under normal market conditions, the International Fund may invest up to
20%, and each other Fund except the Emerging Markets Fund may invest up to 10%,
of its total assets in short-term debt obligations (with maturities of less than
one year) issued or guaranteed by the U.S. Government or foreign governments
(including their respective agencies, instrumentalities, authorities and
political subdivisions), debt obligations issued or guaranteed by international
or supranational governmental entities, and debt obligations of corporate
issuers. Such debt obligations will be rated, at the time of purchase,
investment grade by Standard & Poor's, a division of The McGraw-Hill Companies,
Inc. ("Standard & Poor's"), Moody's Investors Service ("Moody's"), or another
recognized rating organization, or if unrated will be determined by the
Investment Manager to be of comparable investment quality. Investment grade
means the issuer of the security is believed to have adequate capacity to pay
interest and repay principal, although certain of such securities in the lower
grades have speculative characteristics, and changes in economic conditions or
other circumstances may be more likely to lead to a weakened capacity to pay
interest and principal than would be the case with higher-rated securities. The
Investment Manager does not currently intend to purchase U.S. or foreign debt
securities on behalf of the International Fund except on an occasional basis
when the Investment Manager believes that unusually attractive investments are
available.

The Emerging Markets Fund may invest up to 5% of its total assets in
debt securities issued or guaranteed by an emerging market company or
government (including such government's agencies, instrumentalities,
authorities and political subdivisions), or denominated in the currencies of
emerging market countries that the Investment Manager believes present
attractive investment opportunities for capital growth. There is no limit on
the average maturity of the debt securities in the Emerging Markets Fund's
portfolio. Such debt obligations may be unrated or rated, at the time of
purchase, below investment grade by Standard & Poor's, Moody's, or another
recognized international rating organization. Bonds rated below investment
grade are often referred to as "junk bonds," and involve greater risk of
default or price declines than investment grade securities.

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instrumentalities, authorities and political subdivisions), debt obligations
issued or guaranteed by international or supranational government entities, and
debt obligations of corporate issuers. When a Fund is so invested, it may not
be achieving its investment objective.

BORROWING MONEY

From time to time, it may be advantageous for a Fund to borrow money
rather than sell portfolio securities to raise the cash to meet redemption
requests. In order to meet such redemption requests, each Fund may borrow from
banks or enter into reverse repurchase agreements. Each Fund may also borrow up
to 5% of the value of its total assets for temporary or emergency purposes
other than to meet redemptions. However, the Funds will not borrow money for
leveraging purposes. A Fund may continue to purchase securities while borrowings
are outstanding, but will not do so when the Fund's borrowings (including
reverse repurchase agreements) exceed 5% of the value of its total assets. The
1940 Act permits a Fund to borrow only from banks and only to the extent that
the value of its total assets, less its liabilities other than borrowings, is
equal to at least 300% of all borrowings (including the proposed borrowing),
and requires the Fund to take prompt action to reduce its borrowings if this
limit is exceeded. For the purpose of the 300% borrowing limitation, reverse
repurchase transactions are considered to be borrowings.

A reverse repurchase agreement involves a transaction by which a
borrower (such as a Fund) sells a security to a purchaser (a member bank of the
Federal Reserve System or a broker-dealer deemed creditworthy pursuant to
standards adopted by the Board of Directors of the Capital Company or the
Equity Company, as applicable (each, a "Board of Directors" or collectively, the
"Boards of Directors"), and simultaneously agrees to repurchase the security at
an agreed-upon price on an agreed-upon date within a number of days (usually
not more than seven) from the date of purchase.

LENDING PORTFOLIO SECURITIES

Each Fund is authorized to make loans of portfolio securities, for the
purpose of realizing additional income, to broker-dealers or other
institutional investors deemed creditworthy pursuant to standards adopted by
its Board of Directors. The borrower must maintain with the Fund's custodian
collateral consisting of cash, U.S. Government securities or other liquid debt
or equity securities equal to at least 100% of the value of the borrowed
securities, plus any accrued interest. The Fund will receive any interest paid
on the loaned securities, and a fee and/or a portion of the interest earned on
the collateral, less any fees and administrative expenses associated with the
loan.

ILLIQUID SECURITIES

Each Fund may invest up to 15% (10% for the International Fund) of the
value of its net assets in illiquid securities. Securities may be considered
illiquid if a Fund cannot reasonably expect to receive approximately the amount
at which the Fund values such securities within seven days. The Investment
Manager has the authority to determine whether certain securities held by a

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Fund are liquid or illiquid pursuant to standards adopted by the Boards of
Directors.

The Funds' investments in illiquid securities may include securities
that are not registered for resale under the Securities Act of 1933 (the
"Securities Act"), and therefore are subject to restrictions on resale. When a
Fund purchases unregistered securities, it may, in appropriate circumstances,
obtain the right to register such securities at the expense of the issuer. In
such cases there may be a lapse of time between the Fund's decision to sell any
such security and the registration of the security permitting sale. During any
such period, the price of the security will be subject to market fluctuations.

The fact that there are contractual or legal restrictions on resale of
certain securities to the general public or to certain institutions may not be
indicative of the liquidity of such investments. If such securities are subject
to purchase by institutional buyers in accordance with Rule 144A under the
Securities Act, the Investment Manager may determine in particular cases,
pursuant to standards adopted by the Boards of Directors, that such securities
are not illiquid securities notwithstanding the legal or contractual
restrictions on their resale. Investing in Rule 144A securities could have the
effect of increasing a Fund's illiquidity to the extent that qualified
institutional buyers become, for a time, uninterested in purchasing such
securities.

CAN THE FUNDS' OBJECTIVES AND POLICIES BE CHANGED?

Each Fund's investment objective is a fundamental policy that may not be
changed without stockholder approval. However, except as otherwise indicated in
this Prospectus or the SAI, each Fund's other investment policies and
restrictions are not fundamental and may be changed without stockholder
approval. If there is a change in a Fund's investment objective or policies,
stockholders should consider whether the Fund remains an appropriate investment
in light of their then current financial position and needs.

The various percentage limitations referred to in this Prospectus apply
immediately after a purchase or initial investment. Except as specifically
indicated to the contrary, a Fund is not required to sell any security in its
portfolio as a result of change in any applicable percentage resulting from
market fluctuations.

WHAT ARE THE FUNDS' PORTFOLIO TURNOVER RATES?

Each Fund may invest in securities on either a long-term or short-term
basis. The Investment Manager anticipates that the annual portfolio turnover
rate for the Biotechnology Fund and the Emerging Markets Fund should not exceed
150% and 125%, respectively, during their first full year of operation. See
FINANCIAL HIGHLIGHTS for the portfolio turnover rates of the other Funds.

A Fund's portfolio turnover rate is not a limiting factor when the
Investment Manager deems portfolio changes appropriate. Securities in a Fund's
portfolio will be sold whenever the Investment Manager believes it is
appropriate to do so, regardless of the length of time that securities have
been held, and securities may be purchased or sold for short-term profits
whenever the Investment Manager believes it is appropriate

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or desirable to do so. Turnover will be influenced by sound investment
practices, each Fund's investment objective and the need for funds for the
redemption of a Fund's shares.

Because the Investment Manager will purchase and sell securities for
each Fund's portfolio without regard to the length of the holding period for
such securities, it is possible that a Fund's portfolio will have a higher
turnover rate than might be expected for investment companies that invest
substantially all of their assets for long-term capital appreciation or
generation of current income. A high portfolio turnover rate would increase
aggregate brokerage commission expenses and other transaction costs, which must
be borne directly by a Fund and ultimately by the Fund's stockholders.

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INVESTMENT AND RISK CONSIDERATIONS

Investment in the Funds is subject to a variety of risks, including the
following. See the SAI for further information about these and other risks.

EQUITY INVESTMENTS

Although equity securities have a history of long-term growth in value,
their prices fluctuate based on changes in the issuer's financial condition and
prospects and on overall market and economic conditions. The value of each
Fund's net assets can be expected to fluctuate.

SPECIFIC INDUSTRIES

Because the Technology Fund, Health Care Fund and Biotechnology Fund
each focus its investments in a single industry, each will be more susceptible
than other diversified investment companies to market and other conditions
affecting the industry in which that Fund invests. Such conditions include
competitive pressures affecting the financial condition of companies in which
these Funds invest, rapid product obsolescence, dependence on extensive research
and development, aggressive pricing and greater sensitivity to changes in
governmental regulation and policies. As a result of each such Fund's
concentration on a single sector, its net assets may be more volatile in price
than the net asset value of an investment company with a more broadly
diversified portfolio.

SMALL-SIZED COMPANIES

Investments in small-sized concerns may involve greater risks than
investments in larger companies. The securities of small-sized companies, as a
class, have shown market behavior which has had periods of more favorable
results, and periods of less favorable results, than securities of larger
companies as a class. In addition, small-sized companies in which a Fund may
invest may be unseasoned; that is, these companies may have limited or
unprofitable operating histories, limited financial resources and inexperienced
management. Small-sized companies often face competition from larger or more
established firms that have greater resources. Small-sized companies may not
have as great an ability to raise additional capital, may have a less
diversified product line (making them susceptible to market pressure), and may
have a smaller public market for their shares than larger companies. Securities
of small and unseasoned companies are often less liquid than securities of
larger companies and are frequently traded in the over-the-counter market or on
regional exchanges where low trading volumes may result in erratic or abrupt
price movements. To dispose of these securities, a Fund may have to sell them
over an extended period of time or below the original purchase price.
Investment by a Fund in these small or unseasoned companies may be regarded as
speculative. As a result of these factors, to the extent a Fund invests in
small-sized companies, its net assets may be more volatile in price than would
otherwise be the case.

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FOREIGN SECURITIES

Investing in foreign securities involves significant risks, some of
which are not typically associated with investing in securities of U.S.
issuers. For example, the value of investments in such securities may fluctuate
based on changes in the value of one or more foreign currencies relative to the
U.S. dollar. In addition, information about foreign issuers may be less readily
available than information about domestic issuers. Foreign issuers generally
are not subject to accounting, auditing and financial reporting standards, or to
other regulatory practices and requirements, comparable to those applicable to
U.S. issuers. Furthermore, with respect to certain foreign countries, the
possibility exists of political instability, expropriation or nationalization of
assets, revaluation of currencies, confiscatory taxation, and limitations on
foreign investment and use or removal of funds or other assets of a Fund
(including the withholding of dividends and limitations on the repatriation of
currencies). A Fund may also experience difficulties or delays in obtaining or
enforcing judgments.

Most foreign securities markets have substantially less volume than U.S.
securities markets, and the securities of many foreign issuers may be less
liquid and more volatile than securities of comparable U.S. issuers. In
addition, there is generally less government regulation of securities markets,
securities exchanges, securities dealers, and listed and unlisted companies in
foreign countries than in the United States. Foreign markets also have
different clearance and settlement procedures, and in certain markets there
have been times when settlements have been unable to keep pace with the volume
of securities transactions, making it difficult to conduct and complete such
transactions. In addition, the costs associated with transactions in securities
traded on foreign markets or of foreign issuers, and the expense of maintaining
custody of such securities with foreign custodians, generally are higher than
the costs associated with transactions in U.S. securities on U.S. markets.

Because certain of the Funds may invest more than 25% of their total
assets in the securities of companies organized or headquartered in France,
Germany, Japan or the United Kingdom, such Funds may be subject to increased
risks due to political, economic, social or regulatory events that may occur in
these countries. Such political, economic, social or regulatory developments
may adversely effect the securities and currency markets of these countries.

EMERGING MARKETS

There are special additional risks associated with investments in
emerging markets. The securities markets of emerging market countries are
substantially smaller, less developed, less liquid, and more volatile than the
securities markets of the United States and developed foreign markets.
Disclosure and regulatory standards in many respects are less stringent than in
the United States and developed foreign markets. There also may be a lower
level of monitoring and regulation of securities markets in emerging market
countries and the activities of investors in such markets, and enforcement of
existing regulations has been extremely limited.

Economies in emerging market countries generally are heavily dependent
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trade, and may be affected adversely by the economic conditions of the
countries with which they trade, as well as by trade barriers, exchange
controls, managed adjustments in relative currency values, and other
protectionist measures imposed or negotiated by the countries with which they
trade. In many cases, governments of emerging market countries continue to
exercise a significant degree of control over the economies of such countries.
In addition, certain of such countries have in the past failed to recognize
private property rights and have at times nationalized or expropriated the
assets of private companies. There is a heightened possibility of confiscatory
taxation, imposition of withholding taxes on interest payments, or other similar
developments that could affect investments in those countries. Unanticipated
political or social developments may also affect the value of a Fund's
investments in those countries.

OPTIONS, CURRENCY HEDGING AND CURRENCY MANAGEMENT

There are a number of risks associated with transactions in options on
securities. Options may be more volatile than the underlying instruments.
Differences between the options and securities markets could result in an
imperfect correlation between these markets, causing a given transaction not to
achieve its objective. In addition, a liquid secondary market for particular
options may be absent for a variety of reasons. When trading options on foreign
exchanges, many of the protections afforded to participants in the United
States will not be available. Although the purchaser of an option cannot lose
more than the amount of the premium plus transaction costs, this entire amount
could be lost.

A Fund's currency management techniques involve risks different from
those that arise in connection with investments in U.S. dollar-denominated
securities. To the extent that a Fund is invested in foreign securities while
also maintaining currency positions, it may be exposed to greater combined risk
than would otherwise be the case. Transactions in currency futures contracts
and options on currency futures contracts involve risks similar to those of
options on securities; in addition, the potential loss incurred by a Fund in
such transactions is unlimited. To the extent that such techniques are used to
enhance return, they are considered speculative.

The use of hedging and currency management techniques is a highly
specialized activity, and there can be no assurance as to the success of any
such operations which a Fund may implement. Gains and losses in such
transactions depend upon the Investment Manager's ability to predict correctly
the direction of stock prices, interest rates, currency exchange rates, and
other economic factors. Although such operations could reduce the risk of loss
due to a decline in the value of the hedged security or currency, they could
also limit the potential gain from an increase in the value of the security or
currency.

SHORT SELLING

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share of a Fund engaging in short sales will tend to be more volatile than
would otherwise be the case. Short sales that are not "against the box" also
theoretically involve unlimited loss potential, as the market price of
securities sold short may continuously increase, although a Fund may mitigate
such losses by replacing the securities sold short before the market price has
increased significantly. Under adverse market conditions, a Fund might have
difficulty in purchasing securities to meet its short sale delivery
obligations, might have to purchase such securities at higher prices than would
otherwise be the case, and might have to sell portfolio securities to raise the
capital necessary to meet its short sale obligations at a time when fundamental
investment considerations would not favor such sales.

WHAT OTHER RISK FACTORS SHOULD I BE AWARE OF?

CONVERTIBLE SECURITIES AND WARRANTS

The value of a convertible security is a function of both its yield in
comparison with the yields of similar non-convertible securities and the value
of the underlying stock. A convertible security held by a Fund may be subject to
redemption at the option of the issuer at a fixed price, in which event the
Fund will be required to permit the issuer to redeem the security, convert it
into the underlying common stock, or sell it to a third party. Investment in
warrants also involves certain risks, including the possible lack of a liquid
market for resale, potential price fluctuations as a result of speculation or
other factors, and the failure of the price of the underlying security to reach
or have reasonable prospects of reaching the exercise price, in which event the
warrant may expire without being exercised, resulting in a loss of a Fund's
entire investment in the warrant.

CREDIT OF COUNTERPARTIES

A number of transactions in which the Funds may engage are subject to
the risks of default by the other party to the transaction. When a Fund engages
in repurchase, reverse repurchase, when-issued, forward commitment, delayed
settlement and securities lending transactions, it relies on the other party to
consummate the transaction. Failure of the other party to do so may result in a
Fund's incurring a loss or missing an opportunity to obtain a price believed to
be advantageous.

BORROWING

Borrowing also involves special risk considerations. Interest costs of
borrowings may fluctuate with changing market rates of interest and may
partially offset or exceed the return earned on the borrowed funds (or on the
assets that were retained rather than sold to meet the needs for which funds
were borrowed). Under adverse market conditions, a Fund might have to sell
portfolio securities to meet interest or principal payments at a time when
fundamental investment considerations would not favor such sales. To the extent
a Fund enters into reverse repurchase agreements, the Fund is subject to risks
that are similar to those of borrowing.

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NON-DIVERSIFICATION

The Technology Fund, Health Care Fund, Biotechnology Fund and
International Fund are non-diversified within the meaning of the 1940 Act. As
non-diversified funds, each may invest a greater percentage of its assets in
the securities of any single issuer than diversified funds, and may be more
susceptible to risks associated with a single economic, political or regulatory
occurrence than diversified funds. However, in order to meet the requirements
of the Internal Revenue Code of 1986, as amended (the "Code"), for qualification
as a regulated investment company, a Fund must diversify its holdings so that,
at the end of each quarter of its taxable year, (i) at least 50% of the market
value of its assets is represented by cash, U.S. Government securities, the
securities of other regulated investment companies and other securities, with
such other securities of any one issuer limited for purposes of this
calculation to an amount not greater than 5% of the value of the Fund's total
assets and representing not more than 10% of the issuer's outstanding voting
securities, and (ii) not more than 25% of the value of the Fund's total assets
may be invested in the securities of any one issuer (other than the U.S.
Government or other regulated investment companies).

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ORGANIZATION AND MANAGEMENT

WHO MANAGES THE FUNDS?

The Large Cap Fund, Global Small Cap Fund, Technology Fund, Health Care
Fund, Biotechnology Fund and Emerging Markets Fund are series of the Equity
Company. The International Fund is a series of the Capital Company. The Equity
Company and the Capital Company were incorporated in Maryland as open-end
management investment companies in September 1995 and March 1979, respectively.

Each Company's Board of Directors has overall responsibility for the
operation of the series of the Company. Pursuant to such responsibility, the
Board of Directors of each Company has approved contracts for various financial
organizations to provide, among other things, day-to-day management services
required by its respective series.

Each Company has retained, as its Funds' investment manager, Dresdner
RCM Global Investors LLC, a Delaware limited liability company, with principal
offices at Four Embarcadero Center, San Francisco, California 94111. The
Investment Manager manages each Fund's investments, provides various
administrative services, and supervises each Fund's daily business affairs,
subject to the authority of the applicable Company's Board of Directors.

The Investment Manager is actively engaged in providing investment
supervisory services to institutional and individual clients, and is registered
under the Investment Advisers Act of 1940. The Investment Manager was
established in April 1996 and is the successor to RCM Capital Management, a
California Limited Partnership, which, with its predecessors, has been in
operation since 1970. The Investment Manager is a wholly owned subsidiary of
Dresdner Bank AG ("Dresdner"), an international banking organization with
principal executive offices located in Frankfurt, Germany. Shares of the Funds
are not deposits, obligations of, or endorsed or guaranteed in any way by,
Dresdner Bank AG, or any other depository institution. Shares of the Funds are
not insured by the Federal Deposit Insurance Corporation, or any other agency,
and are subject to investment risks, including possible loss of principal
amount invested.

Pursuant to an agreement among RCM Limited L.P. ("RCM Limited"), the
Investment Manager and Dresdner, RCM Limited manages, operates and makes all
decisions regarding the day-to-day business and affairs of the Investment
Manager, subject to the oversight of Dresdner RCM's Board of Managers. RCM
Limited is a California limited partnership consisting of 45 limited partners
and one general partner, RCM General Corporation, a California corporation.
Twenty-four of the limited partners of RCM Limited are also the shareholders of
RCM General.

EQUITY PHILOSOPHY

The Investment Manager's equity philosophy is to invest in growth
stocks--stocks of companies that are expected to have superior and predictable
growth. Through fundamental research and a series of valuation screens, the
Investment Manager seeks to purchase securities of those companies whose
expected growth in

30
<PAGE>
earnings and dividends will provide a risk-adjusted return in excess of the
market.

GRASSROOTS RESEARCH

In addition to traditional research activities, the Investment Manager
utilizes research produced by Grassroots Research, an operating group within
the Investment Manager. Grassroots Research prepares research reports based on
field interviews with customers, distributors, and competitors of the companies
that the Investment Manager follows. The Investment Manager believes that
Grassroots Research can be a valuable adjunct to its traditional research
efforts by providing a "second look" at companies in which a Fund is
considering investing and by checking marketplace assumptions concerning market
demand for particular products and services.

LARGE CAP FUND

John D. Leland, Jr. and Carson V. Levit are primarily responsible for
the day-to-day management of the Large Cap Fund. Mr. Leland is a Principal of
the Investment Manager, with which he has been associated since 1972. He has
managed equity portfolios on behalf of the Investment Manager since 1972.
Mr. Levit is a Senior Vice President of the Investment Manager, with which he
has been associated since 1993. He has participated in the management of equity
portfolios on behalf of the Investment Manager since 1994.

GLOBAL SMALL CAP FUND

David S. Plants and Michael F. Malouf are primarily responsible for the
day-to-day management of the Global Small Cap Fund. Mr. Plants is a Senior Vice
President of the Investment Manager, with which he has been associated since
1993. Mr. Malouf is a Senior Vice President of the Investment Manager, with
which he has been associated since 1991. They have participated in the
management of portfolios on behalf of the Investment Manager since 1993 and
1992, respectively.

TECHNOLOGY FUND

Walter C. Price and Huachen Chen are primarily responsible for the
day-to-day management of the Technology Fund. Messrs. Price and Chen are both
Principals of the Investment Manager, with which they have been associated
since 1974 and 1985, respectively. They have managed equity portfolios on
behalf of the Investment Manager since 1985.

HEALTH CARE FUND AND BIOTECHNOLOGY FUND

Jeffrey J. Wiggins and Selena A. Chaisson, M.D. are primarily
responsible for the day-to-day management of the Health Care Fund and the
Biotechnology Fund. Mr. Wiggins is a Principal of the Investment Manager, with
which he has been associated since 1992. He has participated in the management
of portfolios on behalf of the Investment Manager since 1992. Dr. Chaisson is a
Senior Vice President of the Investment Manager, with which she has been
associated since 1994.

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She has participated in the management of portfolios on behalf of the
Investment Manager since 1996. In 1994 she was employed by Regeneron
Pharmaceuticals where she served as Manager of Corporate Finance. From 1993-1994
she was employed by The Mendel Group where she served as a Consultant.

INTERNATIONAL FUND AND EMERGING MARKETS FUND

William S. Stack is primarily responsible for the day-to-day management
of the International Fund and together with Ana Wiechers-Marshall is primarily
responsible for the day-to-day management of the Emerging Markets Fund. Mr.
Stack is a Principal of the Investment Manager, with which he has been
associated since 1994, and is a member of its Board of Managers. From 1985-1994
he was employed by Lexington Management Corporation where he served as Managing
Director and Chief Investment Officer. Mr. Stack has more than 24 years of
experience managing both domestic and international equities. Ms.
Wiechers-Marshall is a Senior Vice President of the Investment Manager, with
which she has been associated since 1995. She has participated in the
management of portfolios on behalf of the Investment Manager since 1997. From
1993-1995 she was employed by The Bank of America where she served as Latin
America Regional Manager.

WHAT ARE THE FUNDS' MANAGEMENT FEES?

Each Fund pays the Investment Manager a fee pursuant to an investment
management agreement. The Technology Fund and the Emerging Markets Fund each
pay a monthly fee to the Investment Manager based on its average daily net
assets, at the annual rate of 1.00%. The International Fund pays a monthly fee
to the Investment Manager based on its average daily net assets, at the annual
rate of 0.75%.

The Health Care Fund, Global Small Cap Fund and Biotechnology Fund each
pay a monthly fee to the Investment Manager based on its average daily net
assets, at the following annual rate:

<TABLE>
<CAPTION>
AVERAGE DAILY NET ASSETS FEE
- -----------------------------------------------
<S> <C>
The first $500 million 1.00%
Above $500 million and below $1 billion 0.95%
Above $1 billion 0.90%
</TABLE>

The Large Cap Fund also pays a monthly fee to the Investment Manager
based on its average daily net assets, at the following annual rate:

<TABLE>
<CAPTION>
AVERAGE DAILY NET ASSETS FEE
- -----------------------------------------------
<S> <C>
The first $500 million 0.70%
Above $500 million and below $1 billion 0.65%
Above $1 billion 0.60%
</TABLE>

WHAT OTHER EXPENSES DO THE FUNDS PAY?

Each Fund is responsible for the payment of its expenses, including:
brokerage and commission expenses; taxes; interest charges on borrowings (if
any); custodial charges and expenses; investment management fees due to the
Investment Manager; fees paid pursuant to a Rule 12b-1 plan, if applicable; and
all other operating expenses (e.g., legal and audit fees, securities
registration expenses, and compensation of directors who are not affiliated
with the Investment Manager).

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<PAGE>

To limit the expenses of each Fund, the Investment Manager has agreed to
pay each Fund on a quarterly basis the amount, if any, by which the ordinary
operating expenses of the respective Company attributable to the Fund for the
quarter (except interest, taxes and extraordinary expenses) exceed the
following expense ratios on an annual basis through December 31, 1998:
Technology Fund and Global Small Cap Fund - 1.75%; Health Care Fund,
Biotechnology Fund and Emerging Markets Fund - 1.50%; International Fund -
1.00%; and Large Cap Fund - 0.95%. Each Fund will reimburse the Investment
Manager for fees deferred or other expenses paid by the Investment Manager
pursuant to this agreement in later years in which operating expenses are
otherwise less than such expense limitation. Accordingly, until all such
amounts are reimbursed, a Fund's expenses will be higher, and its total return
will be lower, than would otherwise have been the case. No interest, carrying or
finance charge will be paid by a Fund with respect to any amounts representing
fees deferred or other expenses paid by the Investment Manager. In addition, a
Fund will not be required to repay any unreimbursed amounts to the Investment
Manager upon termination of its investment management agreement.

HOW DO THE FUNDS DECIDE WHICH BROKERS TO USE?

The Investment Manager, subject to the overall supervision of the Boards
of Directors, makes each Fund's investment decisions and selects the broker or
dealer to be used in each specific transaction using its judgment to choose the
broker or dealer most capable of providing the services necessary to obtain the
best execution of that transaction. In seeking the best execution of each
transaction, the Investment Manager evaluates a wide range of criteria. Subject
to the requirement of seeking best execution, the Investment Manager may, in
circumstances in which two or more brokers are in a position to offer
comparable execution, give preference to a broker that has provided investment
information to the Investment Manager. In so doing, the Investment Manager may
effect securities transactions which cause a Fund to pay an amount of
commission in excess of the amount of commission another broker would have
charged. Subject to the requirement of seeking the best available execution,
the Investment Manager may also place orders with brokerage firms that have
sold shares of a Fund.

A Fund may in some instances invest in foreign and/or U.S. securities
that are not listed on a national securities exchange but are traded in the
over-the-counter market. A Fund may also purchase listed securities through the
third market (over-the-counter trades of exchange-listed securities) or fourth
market (direct trades of securities between institutional investors without the
intermediation of a broker-dealer). When transactions are executed in the
over-the-counter market or the third or fourth market, the Investment Manager
seeks to deal with the counterparty that the Investment Manager believes can
provide the best execution, whether or not that counterparty is the primary
market maker for that security.

When appropriate and to the extent consistent with applicable laws and
regulations, a Fund may execute brokerage transactions through Dresdner
Kleinwort Benson North America LLC, a

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wholly owned subsidiary of Dresdner, or other broker-dealer subsidiaries or
affiliates of Dresdner.

WHO IS THE FUNDS' DISTRIBUTOR?

Funds Distributor, Inc. (the "Distributor"), whose principal place of
business is 60 State Street, Suite 1300, Boston, Massachusetts 02109, acts as
distributor of shares of each Fund. The Distributor is engaged in the business
of providing mutual fund distribution services to registered investment
companies, and is an indirect wholly owned subsidiary of Boston Institutional
Group, Inc., which is not affiliated with the Investment Manager or Dresdner.

The Equity Company has adopted distribution plans pursuant to Rule 12b-1
under the 1940 Act on behalf of the Large Cap Fund, Global Small Cap Fund,
Global Health Care Fund and Biotechnology Fund. Under the distribution plans,
each Fund pays the Distributor an annual fee of up to 0.25% of its average
daily net assets (0.15% for the Large Cap Fund) as reimbursement for certain
expenses actually incurred by the Distributor in connection with distribution of
shares of the Fund. These expenses include advertising and marketing expenses,
payments to broker-dealers and others who have entered into agreements with the
Distributor, the expenses of preparing, printing and distributing the prospectus
to persons who are not already stockholders, and indirect and overhead costs
associated with the sale of shares of the Fund. If in any month the Distributor
is due more from a Fund for such services than is immediately payable because of
the expense limitation under the plans, the unpaid amount is carried forward
from month to month while the plan is in effect until such time as it may be
paid.

WHO ARE THE FUNDS' CUSTODIANS AND TRANSFER AGENT?

State Street Bank and Trust Company acts as the custodian, transfer
agent, redemption agent and dividend paying agent for the International Fund,
Technology Fund, Health Care Fund, Global Small Cap Fund, Biotechnology Fund
and Large Cap Fund and as transfer agent, redemption agent and dividend paying
agent for the Emerging Markets Fund. State Street's principal business address
is 1776 Heritage Drive, North Quincy, Massachusetts 02171.

Brown Brothers Harriman & Co. acts as the Emerging Markets Fund's
custodian. Brown Brothers' principal business address is 40 Water Street,
Boston, Massachusetts 02109.

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<PAGE>
HOW TO PURCHASE SHARES

WHAT IS THE OFFERING PRICE FOR FUND SHARES?

Shares of the Funds are offered on a continuous basis at the offering
price next determined after receipt of an order in proper form. The offering
price is the net asset value per share. The minimum initial investment is
$5,000, and the minimum subsequent investment is $250 (other than investments
through a Fund's automatic dividend reinvestment plan). However, for investors
purchasing shares through a broker-dealer or other intermediary having a service
agreement with the Investment Manager and maintaining an omnibus account with
any of the Funds, the minimum initial investment may differ.

HOW CAN I PURCHASE FUND SHARES BY MAIL?

Investors or their duly authorized agents may purchase shares of any of
the Funds by sending a signed, completed subscription form to National
Financial Data Services ("NFDS"), an affiliate of State Street Bank and Trust
Company, at P.O. Box 419927, Kansas City, Missouri 64141-6927, and paying for
the shares as described below. Shares may also be purchased through certain
brokers which have entered into selling group agreements with the Distributor.
Brokers may charge a fee for their services at the time of purchase or
redemption. Subscription forms can be obtained from the Companies.

Orders for shares received by NFDS, or any other authorized agent of the
Companies, prior to the close of regular trading on the New York Stock Exchange
on each day the Exchange is open for trading will be priced at the net asset
value (see HOW ARE SHARES PRICED?) computed as of the close of regular trading
on the Exchange on that day. Each Company reserves the right to reject any
subscription at its sole discretion. Orders received after the close of regular
trading on the New York Stock Exchange, or on any day on which the Exchange is
not open for trading, will be priced at the close of regular trading on the
Exchange on the next succeeding day on which the Exchange is open for trading.

Upon receipt of an order in proper form, NFDS will open a stockholder
account in accordance with the investor's registration instructions. A
confirmation statement reflecting the current transaction will be forwarded to
the investor.

WHERE SHOULD I SEND MY SUBSCRIPTION PAYMENT?

Payment for shares purchased should be made by check or money order.
Checks should be bank or certified checks. Each Company may, at its option,
accept a check that is not a bank or certified check; however, third-party
checks will not be accepted. Payments should be sent to:

FUND NAME
P.O. Box 419927
Kansas City, MO 64141-6927

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HOW CAN I PURCHASE FUND SHARES BY WIRE?

Investors may also make initial or subsequent investments by electronic
transfer of funds or wire transfer of federal funds. Before transferring or
wiring funds, an investor must first call (800) 726-7240 for instructions. On
the telephone, the following information will be requested: name of authorized
person; stockholder account number (if such account number is in existence);
name of Fund; amount being transferred or wired; and transferring or wiring
bank name.

Investors may be charged a fee if they effect transactions through a
broker or agent. Your broker or agent is responsible for forwarding payment
promptly to NFDS. Each Company reserves the right to cancel any purchase order
for which payment has not been received by the third business day following the
order.

Share certificates will be issued only for full shares and only upon the
specific request of the stockholder. Confirmation statements showing
transactions in the stockholder's account and a summary of the status of the
account serve as evidence of ownership of shares of a Fund.

CAN I PAY FOR SHARES WITH INVESTMENT SECURITIES?

In its discretion, each Company may accept securities of equal value
instead of cash in payment of all or part of the subscription price for Fund
shares. Any such securities: (i) will be valued at the close of regular trading
on the New York Stock Exchange on the day of acceptance of the subscription in
accordance with the method of valuing a Fund's portfolio described under HOW
ARE SHARES PRICED? below; (ii) will have a tax basis to the Fund equal to such
value; (iii) must not be restricted securities; and (iv) must be permitted to
be purchased in accordance with the Fund's investment objective and policies
and must be securities that a Fund would be willing to purchase at that time.
Prospective stockholders considering this method of payment should contact the
appropriate Company in advance to discuss the securities in question and the
documentation necessary to complete the transaction.

HOW ARE SHARES PRICED?

The net asset value of each Fund on which its offering and redemption
prices are based is the sum of the market value of the securities and other
assets owned by the Fund less its liabilities (including expenses payable and
accrued), computed pursuant to standards adopted by the Boards of Directors.
The net asset value of each share of a Fund is the quotient obtained by dividing
the net assets of such Fund by the total number of shares of the Fund
outstanding. The net asset value of a Fund's shares will be calculated as of the
close of regular trading on the New York Stock Exchange, normally 4:00 p.m.
Eastern Time, on each day that the New York Stock Exchange is open for trading.

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<PAGE>
STOCKHOLDER SERVICES

WHAT SERVICES ARE PROVIDED TO STOCKHOLDERS?

AUTOMATIC REINVESTMENT

Each income dividend and capital gain distribution, if any, declared by
a Fund will be reinvested in full and fractional shares based on the net asset
value as determined on the payment date, unless the stockholder or his or her
duly authorized agent has elected to receive all such payments, or only the
dividend or distribution portions thereof, in cash. Changes in the manner in
which dividend and distribution payments are made may be requested by the
stockholder or his or her duly authorized agent at any time through written
notice to the appropriate Company and will be effective as to any subsequent
payment if such notice is received prior to the record date used for
determining the stockholders entitled to such payment. Any dividend and
distribution election will remain in effect until such Company is notified by
the stockholder in writing to the contrary.

EXCHANGE PRIVILEGE

You may exchange shares of a Fund into shares of any other Fund offered
through this Prospectus, without a sales charge or other fee, by contacting
NFDS. Exchange purchases are subject to the minimum investment requirements of
the series purchased. An exchange will be treated as a redemption and purchase
for tax purposes.

Shares will be exchanged at net asset value per share net determined
after receipt by NFDS of: (i) a written request for exchange, signed by each
registered owner or his or her duly authorized agent exactly as the shares are
registered, which clearly identifies the exact names in which the account is
registered, the account number and the number of shares or the dollar amount to
be exchanged; and (ii) stock certificates for any shares to be exchanged which
are held by the stockholder. Exchanges will not become effective until all
documents in the form required have been received by NFDS. A stockholder in
doubt as to what documents are required should contact NFDS.

TELEPHONE PURCHASES AND REDEMPTIONS

Commencing July 1, 1998, stockholders may purchase or redeem shares by
calling (800) 726-7240. If a stockholder calls before 1:00 p.m. (Pacific Time),
the purchase or redemption will be at the net asset value determined that day;
if a stockholder calls after 1:00 p.m. (Pacific Time), the purchase or
redemption will be at the net asset value determined on the next business day.

Stockholders should realize that by utilizing the telephone privilege
they may be giving up a measure of security that they may have if they were to
purchase or redeem their shares in writing. Each Company will employ procedures
designed to provide reasonable assurance that instructions communicated by
telephone are genuine and, if they do not do so, may be liable for any losses
due to unauthorized or fraudulent instructions. Each Company reserves the right
to refuse a telephone purchase or redemption request if it believes, that

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<PAGE>

the person making the request is not authorized by the investor to make the
request. Neither Company, nor their agents, will be liable for any loss,
liability or cost which results from acting upon instructions of a person
reasonably believed to be a stockholder with respect to the telephone privilege.

ACCOUNT STATEMENTS

Stockholder accounts are opened in accordance with your registration
instructions. Transactions in the account, such as additional investments and
dividend reinvestments, will be reflected on regular confirmation statements.

REPORTS TO STOCKHOLDERS

Each Fund's fiscal year ends on December 31. Each Fund will issue to its
stockholders semi-annual and annual reports. In addition, stockholders will
receive quarterly statements of the status of their accounts reflecting all
transactions having taken place within that quarter. In order to reduce
duplicate mailings and printing costs, the Companies will provide one annual
and semi-annual report and annual prospectus per household. The federal income
tax status of stockholders' dividends and distributions will also be reported
to stockholders after the end of each fiscal year.

STOCKHOLDER INQUIRIES

Stockholder inquiries should be addressed to the appropriate Company at
the address or telephone number on the front page of this Prospectus.

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<PAGE>
REDEMPTION OF SHARES

HOW DO I REDEEM MY SHARES?

Subject to the limitations described below, each Company will redeem the
shares of its respective series tendered to it, at a redemption price equal to
the net asset value per share as next computed following the receipt of all
necessary redemption documents. Because the net asset value of a Fund's shares
will fluctuate as a result of changes in the market value of securities owned,
the amount a stockholder receives upon redemption may be more or less than the
amount paid for those shares.

Redemption payments will be made wholly in cash unless the appropriate
Board of Directors believes that unusual conditions exist which would make such
payment detrimental to the best interests of a Fund. Under such circumstances,
payment of the redemption price could be made in whole or in part in portfolio
securities.

Stockholders may be charged a fee if they effect transactions through a
broker or agent.

WHEN WILL I RECEIVE MY REDEMPTION PAYMENT?

PAYMENT FOR SHARES

Payment for shares redeemed will be made within seven days after receipt
of: (i) a written request for redemption, signed by each registered owner or
his or her duly authorized agent exactly as the shares are registered, which
clearly identifies the exact names in which the account is registered, the
account number and the number of shares or the dollar amount to be redeemed;
(ii) stock certificates for any shares to be redeemed which are held by the
stockholder; and (iii) the additional documents required for redemptions by
corporations, executors, administrators, trustees and guardians. Redemptions
will not become effective until all documents in the form required have been
received by the appropriate Company. A stockholder in doubt as to what
documents are required should contact the appropriate Company.

If either Company is requested to redeem shares for which it has not yet
received payment,the mailing of a redemption check will be delayed until such
time as payment has been collected, which may take up to 15 days. Delays in the
receipt of redemption proceeds may be avoided if shares are purchased through
the use of wire-transferred funds or other methods which do not entail a
clearing delay.

Upon execution of the redemption order, a confirmation statement will be
forwarded to the stockholder indicating the number of shares sold and the
proceeds thereof. Proceeds of all redemptions will be paid by check or federal
funds wire no later than seven days after execution of the redemption order,
except as provided below.

SUSPENSION OF REDEMPTIONS

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or for any period during which an emergency (as determined by the SEC) exists
as a result of which disposal by a Fund of securities it owns is not reasonably
practicable, or as a result of which it is not reasonably practical for a Fund
fairly to determine the value of its net assets, or for such other periods as
the SEC may by order permit for the protection of stockholders.

WHAT ELSE SHOULD I KNOW ABOUT REDEMPTIONS?

REINSTATEMENT PRIVILEGE

You may reinvest proceeds from a redemption of shares of a Fund, or
proceeds of a dividend or capital gain distribution paid to you with respect to
shares of a Fund, in the same Fund or any of the other Funds offered in this
Prospectus. Send a written request and a check to the Dresdner RCM Global Funds
within 90 days after the date of the redemption, dividend or distribution.
Reinvestment will be at the next calculated net asset value after receipt. The
taxability of a gain realized on a redemption will not be affected by exercise
of the reinstatement privilege, but a loss may be nullified if you reinvest in
the same series within 30 days.

INVOLUNTARY REDEMPTION

In order to reduce a Fund's expenses, it may redeem all of the shares of
any investor whose account has a net asset value of less than $5,000 due to
redemptions (other than a stockholder who is a participant in a qualified
retirement plan or whose initial investment is below $5,000). The Fund will
give such stockholders 60 days' prior written notice in which to purchase
sufficient additional shares to avoid such redemption.

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<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES

WHAT DIVIDENDS AND OTHER DISTRIBUTIONS DO THE FUNDS PAY?

Each Fund intends to pay to its stockholders all of each fiscal year's
net investment income and net realized capital gains, if any, on its investment
portfolio and net gains, if any, from foreign currency transactions. The amount
and time of any such dividend or other distribution depends upon the
realization by a Fund of income and capital gains from investments. Normally,
dividend and other distribution payments are declared and paid by each Fund in
December.

A stockholder who purchases a Fund's shares shortly before the record
date for a dividend or other distribution thereon will pay full price for the
shares (known as buying a distribution) and then will receive some portion of
his or her purchase price back as a taxable distribution even though, because
the amount of the dividend or other distribution reduces the shares' net asset
value, it actually represents a return of invested capital.

WHAT TAXES WILL I PAY ON THE FUNDS DIVIDENDS AND OTHER DISTRIBUTIONS?

Dividends from a Fund's investment company taxable income (whether paid
in cash or reinvested in additional shares) generally will be taxable to
stockholders as ordinary income. Distributions of a Fund's net capital gain (the
excess of net long-term capital gain over net short-term capital loss), when
designated as such, will be taxable to stockholders as long-term capital gain,
regardless of how long they have held their Fund shares and whether paid in
cash or reinvested additional shares. Stockholders who are not subject to tax
on their income generally will not be required to pay tax on dividends or
distributions. Dividends and other distributions generally are taxable to
stockholders at the time they are received. However, dividends declared in
October, November and December by a Fund and made payable to stockholders of
record in such a month are treated as paid and are thereby taxable as of
December 31, provided that the Fund pays the dividend no later than January 31
of the following year.

Federal law requires a Fund to withhold 31% of the amount of dividends,
capital gain distributions and/or redemption proceeds payable to individual and
certain other non-corporate stockholders if the stockholder has not properly
furnished a certified correct taxpayer identification number and (except with
respect to redemption proceeds) has not certified that backup withholding does
not apply. Amounts withheld are applied to the stockholder's federal tax
liability, and a refund may be obtained from the Internal Revenue Service if
withholding results in an overpayment of taxes. Under the Code, distributions
of investment company taxable income and net capital gain by a Fund to a
stockholder who, as to the United States, is a non-resident alien individual,
non-resident alien fiduciary of a trust or estate, foreign corporation, or
foreign partnership may also be subject to U.S. withholding tax, although
distributions of net capital gain to such a stockholder generally will not be
subject to withholding.

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WILL THE FUNDS ALSO PAY TAXES?

Each Fund intends to qualify for treatment as a "regulated investment
company" under Subchapter M of the Code. By doing so, it will not be subject to
federal income tax with respect to investment company taxable income and net
capital gain distributed to its stockholders.

Each Fund may be required to pay income, withholding and other taxes
imposed by foreign countries, generally at rates from 10% to 40%, which would
reduce the Fund's investment income. Tax conventions between certain countries
and the United States may reduce or eliminate such taxes. If it is eligible to
do so, a Fund may elect to "pass through" to its stockholders the amount of
foreign income taxes paid by the Fund, if such election is deemed to be in the
best interests of stockholders. If this election is made, stockholders will be
required to include in their gross income their pro rata share of foreign taxes
paid by the Fund, and will be able to treat such taxes as either an itemized
deduction or a foreign credit against U.S. income taxes (but not both) on their
tax returns. If a Fund does not make that election, stockholders will not be
able to deduct their pro rata share of such taxes in computing their taxable
income and will not be able to take their share of such taxes as a credit
against their U.S. income taxes.

WHEN WILL I RECEIVE TAX INFORMATION?

Each stockholder of a Fund will receive, after the end of each year,
full information on dividends, capital gain distributions and other reportable
amounts with respect to shares of the Fund for tax purposes, including
information such as the portion taxable as capital gains and the amount of
dividends, if any, eligible for the federal dividends-received deduction for
corporate taxpayers.

The foregoing is a general, abbreviated summary of the present U.S.
federal income tax law applicable to dividends and distributions by the Funds;
see the SAI for further information. Investors should consult their own tax
advisers for more detailed information and for information regarding any
foreign, state, and local tax laws and regulations applicable to dividends and
distributions received.

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GENERAL INFORMATION

WHAT OTHER INFORMATION SHOULD I KNOW ABOUT THE FUNDS?

The authorized capital stock of the Capital Company is 1,000,000,000
shares of capital stock (par value $.0001 per share), of which 100,000,000
shares have been designated as shares of the International Fund. The authorized
capital stock of the Equity Company is 1,000,000,000 shares of capital stock
(par value $.0001 per share), of which 50,000,000 shares have been designated
as shares of each of the Technology Fund, Global Small Cap Fund, Health Care
Fund, Large Cap Fund, Biotechnology Fund, and Emerging Markets Fund. The Board
of Directors of each Company may, in the future, authorize the issuance of
other classes of shares of such Funds, or of other series of capital stock
representing shares of additional investment portfolios or funds.

All shares of each Company have equal voting rights and will be voted in
the aggregate, and not by series, except where voting by series is required by
law or where the matter involved affects only one series. There are no
conversion or preemptive rights in connection with any shares. All shares of
the Funds when duly issued will be fully paid and non-assessable. The rights of
the holders of shares of each Fund may not be modified except by vote of the
majority of the outstanding shares of such Fund. Certificates are not issued
unless requested and are never issued for fractional shares. Fractional shares
are liquidated when an account is closed.

As of March 31, 1998, there were: 7,849,683 shares of the International
Fund outstanding of which 38.6% were beneficially owned by The Pension Plan for
Salaried Employees of Travelers Insurance Company and its Affiliates; 530,156
shares of the Technology Fund outstanding of which 35.2% were beneficially
owned by RCM Capital Management Profit Sharing Plan; 400,865 shares of the
Health Care Fund outstanding, 402,646 shares of the Global Small Cap Fund
outstanding, 401,965 shares of the Large Cap Fund outstanding, 301,379 shares of
the Biotechnology Fund outstanding, and 300,011 shares of the Emerging Markets
Fund outstanding of which 99.8%, 99.3%, 99.5%, 99.5%, and 100%, respectively,
were beneficially owned by clients of Dresdner Bank AG/Investment
Management/Institutional Asset Management Division.

Shares of each Company have non-cumulative voting rights, which means
that the holders of more than 50% of all series of a Company's shares voting
for the election of the directors can elect 100% of the directors of the
Company if they wish to do so. In such event, the holders of the remaining less
than 50% of the shares of the Company voting for the election of directors will
not be able to elect any person to the Board of Directors of the Company.

Neither Company is required to hold a meeting of stockholders in any
year in which the 1940 Act does not require a stockholder vote on a particular
matter, such as election of directors. A Company will hold a meeting of its
stockholders for the purpose of voting on the question of removal of one or
more directors if requested in writing by the holders of at least 10% of the
Company's outstanding voting securities, and will assist in

[LOGO]
<PAGE>
communicating with its stockholders as required by Section 16(c) of the 1940
Act.

Because the Capital Company and the Equity Company are registered
separately under the 1940 Act but are using a combined Prospectus and SAI there
is a possibility that the series of either Company may be liable for any
misstatements, inaccuracies or incomplete disclosures in such documents
concerning the other Company.

This Prospectus does not contain all of the information set forth in the
Capital Company's and the Equity Company's respective registration statements
and related forms as filed with the SEC, certain portions of which are omitted
in accordance with rules and regulations of the SEC. The registration
statements and related forms may be inspected at the Public Reference Room of
the SEC at Room 1024, 450 5th Street, N.W., Judiciary Plaza, Washington, D.C.
20549, and copies thereof may be obtained from the SEC at prescribed rates.
They are also available on the SEC's Internet Web Site at http://www.sec.gov.

<PAGE>
NOTES

<PAGE>

DRESDNER RCM GLOBAL FUNDS, INC.
DRESDNER RCM CAPITAL FUNDS, INC.
SUPPLEMENT DATED DECEMBER 31, 1998
TO THE STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 1998

THE FOLLOWING INFORMATION REPLACES ALL SIMILAR REFERENCES THROUGHOUT THE
STATEMENT OF ADDITIONAL ("SAI"):

The corporate name of "Dresdner RCM Equity Funds, Inc." has changed to "Dresdner
RCM Global Funds, Inc." (the "Global Company"). The "Dresdner RCM International
Equity Fund A" has changed its name to the "Dresdner RCM International Growth
Equity Fund."

THE FOURTH FULL PARAGRAPH IN THE SECTION ENTITLED "THE INVESTMENT MANAGER"
BEGINNING ON PAGE 19 OF THE SAI IS ELIMINATED AND THE FOLLOWING INFORMATION
SUPPLEMENTS THE INFORMATION FOUND IN SUCH SECTION.

The following table shows the amount of management fees paid by each fund to the
Investment Manager for the past three years, if applicable.

<TABLE>
<CAPTION>
Fiscal Years Ended Management Fees Paid
December 31st to Investment Manager
<S> <C> <C>
Large Cap Fund 1997 $33,041
Global Small Cap Fund 1997 $45,183
Global Technology Fund 1997 $61,204
1996 $30,827
Global Health Care Fund 1997 $46,238
International Fund 1997 $611,884
1996 $313,342
1995 $218,054
</TABLE>

THE FOLLOWING INFORMATION SUPPLEMENTS THE SIMILAR INFORMATION FOUND IN THE
SECTION ENTITLED "THE DISTRIBUTOR" AT PAGE 21 OF THE SAI.

The Global Company, on behalf of its Dresdner RCM Large Cap Growth Fund,
Dresdner RCM Global Small Cap Fund, Dresdner RCM Emerging Markets Fund and
Dresdner RCM Global Technology Class N shares and the Capital Company, on behalf
of its Dresdner RCM International Growth Equity Fund Class N shares, have
adopted distribution and service plans (the "Plans") pursuant to Rule 12b-1
under the 1940 Act. Under the Plans, each such Fund pays the Distributor an
annual fee of up to 0.25% of the average daily net assets of its Class N shares
as reimbursement for certain expenses actually incurred by the Distributor in
connection with providing distribution and shareholder support services to such
shares. Class I shares are not subject to 12b-1 fees.

The Distributor may pay broker-dealers and others, out of the fees it receives
under the Distribution Plan, quarterly trail commissions of up to 0.25%, on an
annual basis, of the average daily net assets attributable to the Class N shares
of the Funds held in the accounts of their customers.

THE FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION FOUND IN THE SECTION
ENTITLED "DESCRIPTION OF CAPITAL SHARES" BEGINNING ON PAGE 27 OF THE SAI:

As of November 30, 1998, there were 7,833,439 shares of the International Growth
Equity Fund outstanding, 805,966 shares of the Global Technology Fund
outstanding, 441,982 shares of the Global Small Cap Fund outstanding, 407,855
shares of the Global Health Care Fund outstanding, 404,683 shares of the Large
Cap Growth Fund outstanding, 335,553 shares of the Biotechnology Fund
outstanding and 300,344 shares of the Emerging Markets Fund outstanding. On that
date the following were known to the Companies to own of record more than 5% of
the Funds' capital stock:
<PAGE>

<TABLE>
<CAPTION>
NAME AND ADDRESS OF % OF SHARES
BENEFICIAL OWNER SHARES HELD OUTSTANDING
<S> <C> <C>
INTERNATIONAL GROWTH EQUITY FUND

The Pension Plan for Salaried 3,029,700 38.70%
Employees of Travelers Insurance
Company and Its Affiliates
388 Greenwich Street
New York, New York 10013

JM Family Enterprises, Inc. 1,495,495 19.10%
100 NW 12th Avenue
Deerfield Beach, Florida 33442

General Mills Inc. 667,066 8.50%
c/o State Street Bank and Trust Company
P.O. Box 1992
Boston, Massachusetts 02105-1992

The Lurie Company 532,480 6.80%
555 California Street
Suite 1500
San Francisco, California 94104

GLOBAL TECHNOLOGY FUND

RCM Capital Management 172,804 21.44%
Profit Sharing Plan
Four Embarcadero Center
San Francisco, California 94111

Walter C. Price 101,268 12.56%
c/o Dresdner RCM Global Investors
Four Embarcadero Center
San Francisco, California 94111

GLOBAL SMALL CAP FUND

Clients of Dresdner Bank AG/ 400,000 90.50%
Investment Management
Institutional Asset Management Division
Jurgen-Ponto-Platz
60301 Frankfurt
Germany

Charles Schwab & Co., Inc. 21,727 4.92%
101 Montgomery Street
San Francisco, California 94104
<PAGE>

GLOBAL HEALTH CARE FUND

Clients of Dresdner Bank AG/ 400,000 98.07%
Investment Management
Institutional Asset Management Division
Jurgen-Ponto-Platz
60301 Frankfurt
Germany

LARGE CAP GROWTH FUND

Clients of Dresdner Bank AG/ 400,000 98.85%
Investment Management
Institutional Asset Management Division
Jurgen-Ponto-Platz
60301 Frankfurt
Germany

BIOTECHNOLOGY FUND

Clients of Dresdner Bank AG/ 300,000 89.40%
Investment Management
Institutional Asset Management Division
Jurgen-Ponto-Platz
60301 Frankfurt
Germany

EMERGING MARKETS FUND

Clients of Dresdner Bank AG/ 300,000 99.89%
Investment Management
Institutional Asset Management Division
Jurgen-Ponto-Platz
60301 Frankfurt
Germany
</TABLE>

THE FOLLOWING INFORMATION SUPPLEMENTS THE SIMILAR INFORMATION FOUND IN THE
SECTION ENTITLED "FINANCIAL STATEMENTS" AT PAGE 30 OF THE SAI.

Incorporated by reference herein are the financial statements of the Funds
contained in the Funds' Semi-Annual Reports to stockholders for the six-month
period ended June 30, 1998, including the Statement of Assets and Liabilities,
the Statement of Operations, the Statement of Changes in Net Assets, and the
related Notes to Financial Statements.
<PAGE>

DRESDNER RCM CAPITAL FUNDS, INC.

DRESDNER RCM EQUITY FUNDS, INC.

DRESDNER RCM LARGE CAP GROWTH FUND

DRESDNER RCM GLOBAL SMALL CAP FUND

DRESDNER RCM GLOBAL TECHNOLOGY FUND

DRESDNER RCM GLOBAL HEALTH CARE FUND

DRESDNER RCM BIOTECHNOLOGY FUND

DRESDNER RCM INTERNATIONAL GROWTH EQUITY FUND A

DRESDNER RCM EMERGING MARKETS FUND

FOUR EMBARCADERO CENTER

SAN FRANCISCO, CALIFORNIA 94111

(800) 726-7240

STATEMENT OF ADDITIONAL INFORMATION

May 1, 1998

Dresdner RCM International Growth Equity Fund A (the "International Fund") is a
series of Dresdner RCM Capital Funds, Inc. (the "Capital Company"), an open-end
management investment company. Dresdner RCM Large Cap Growth Fund (the "Large
Cap Fund"), Dresdner RCM Global Small Cap Fund (the "Global Small Cap Fund"),
Dresdner RCM Global Technology Fund (the "Technology Fund"), Dresdner RCM Global
Health Care Fund (the "Health Care Fund"), Dresdner RCM Biotechnology Fund (the
"Biotechnology Fund"), and Dresdner RCM Emerging Markets Fund (the "Emerging
Markets Fund") are series (each a "Fund" and, with the International Fund, the
"Funds") of Dresdner RCM Equity Funds, Inc. (the " Equity Company" and, with the
Capital Company, the "Companies"), an open-end management investment company.
The Funds' investment manager is Dresdner RCM Global Investors LLC (the
"Investment Manager").

This Statement of Additional Information is not a prospectus, but contains
information in addition to and more detailed than that set forth in the Funds'
Prospectus dated May 1, 1998 and should be read in conjunction with such
Prospectus. The Prospectus may be obtained without charge by writing or calling
either Company at the address and phone number above.

TABLE OF CONTENTS

PAGE

Investment Objectives and Policies . . . . . . . . . . . . . . . . . 2
Investment and Risk Considerations . . . . . . . . . . . . . . . . . 11
Investment Restrictions. . . . . . . . . . . . . . . . . . . . . . . 18
Execution of Portfolio Transactions. . . . . . . . . . . . . . . . . 20
Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . 22
The Investment Manager . . . . . . . . . . . . . . . . . . . . . . . 24
The Distributor. . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Net Asset Value. . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Purchase and Redemption of Shares. . . . . . . . . . . . . . . . . . 29
Dividends, Distributions and Tax Status. . . . . . . . . . . . . . 29
Investment Results . . . . . . . . . . . . . . . . . . . . . . . . . 32
Description of Capital Shares. . . . . . . . . . . . . . . . . . . . 34
Additional Information . . . . . . . . . . . . . . . . . . . . . . . 37

<PAGE>

------------------------------

INVESTMENT OBJECTIVES AND POLICIES

------------------------------

INVESTMENT CRITERIA

In evaluating particular investment opportunities, the Investment Manager may
consider such other factors, in addition to those described in the Prospectus,
as the anticipated economic growth rate, the political outlook, the anticipated
inflation rate, the currency outlook, and the interest rate environment for the
country and the region in which a particular issuer is located. When the
Investment Manager believes it would be appropriate and useful, the Investment
Manager's personnel may visit the issuer's headquarters and plant sites to
assess an issuer's operations and to meet and evaluate its key executives. The
Investment Manager also will consider whether other risks may be associated with
particular securities.

INVESTMENT IN FOREIGN SECURITIES

The securities markets of many countries have at times in the past moved
relatively independently of one another due to different economic, financial,
political, and social factors. In seeking to achieve each Fund's investment
objective, the Investment Manager allocates the Fund's assets among securities
of countries and in currency denominations where opportunities for meeting the
Fund's investment objective are expected to be the most attractive, subject to
the percentage limitations set forth in the Prospectus. In addition, from time
to time a Fund may strategically adjust its investments among issuers based in
various countries and among the various equity markets of the world in order to
take advantage of diverse global opportunities, based on the Investment
Manager's evaluation of prevailing trends and developments, as well as on the
Investment Manager's assessment of the potential for capital appreciation (as
compared to the risks) of particular companies, industries, countries, and
regions.

INVESTMENT IN DEVELOPED FOREIGN COUNTRIES. The Emerging Markets Fund may, and
each other Fund will, invest in securities of companies that are organized or
headquartered in developed foreign countries. A Fund may not be invested in all
developed foreign countries at one time, and may not invest in particular
developed foreign countries at any time, depending on the Investment Manager's
view of the investment opportunities available.

Although these countries have developed economies, even developed countries may
be subject to periods of economic or political instability. For example, efforts
by the member countries of the European Union to eliminate internal barriers to
the free movement of goods, persons, services and capital have encountered
opposition arising from the conflicting economic, political and cultural
interests and traditions of the member countries and their citizens. The
reunification of the former German Democratic Republic (East Germany) with the
Federal Republic of Germany (West Germany) and other political and social events
in Europe have caused considerable economic and social dislocations. Such events
can materially affect securities markets and have also disrupted the
relationship of such currencies with each other and with the U.S. dollar.
Similarly, events in the Japanese economy and social developments may affect
Japanese securities and currency markets, as well as the relationship of the
Japanese Yen to the U.S. dollar. Future political, economic and social
developments can be expected to produce continuing effects on securities and
currency markets in these and other developed foreign countries.

INVESTMENT IN EMERGING MARKETS. Each Fund may, and the Emerging Markets Fund
will, invest in securities of companies organized or headquartered in developing
countries with emerging markets. As a general matter, countries that are not
considered to be developed foreign countries by the Investment Manager will be
deemed to be emerging market countries. (See INVESTMENT IN DEVELOPED FOREIGN
COUNTRIES.) As their economies grow and their markets grow and mature, some
countries that currently may be characterized by the Investment Manager as
emerging market countries may be deemed by the Investment Manager to be
developed foreign countries. In the

2
<PAGE>

event that the Investment Manager deems a particular country to be a developed
foreign country, any investment in securities issued by that country's
government or by an issuer located in that country would not be subject to a
Fund's overall limitations on investments in emerging market countries.

Securities of issuers organized or headquartered in emerging market countries
may, at times, offer excellent opportunities for capital appreciation. However,
prospective investors should be aware that the markets of emerging market
countries historically have been more volatile than the markets of the United
States and developed foreign countries, and thus the risks of investing in
securities of issuers organized or headquartered in emerging market countries
may be far greater than the risks of investing in developed foreign markets. See
INVESTMENT AND RISK CONSIDERATIONS -- EMERGING MARKET SECURITIES for a more
detailed discussion of the risk factors associated with investments in emerging
market securities. In addition, movements of emerging market currencies
historically have had little correlation with movements of developed foreign
market currencies. Prospective investors should consider these risk factors
carefully before investing in a Fund. Some emerging market countries have
currencies whose value is closely linked to the U.S. dollar. Emerging market
countries also may issue debt denominated in U.S. dollars and other currencies.

It is unlikely that a Fund will be invested in equity securities in all emerging
market countries at any time. Moreover, investing in some emerging markets
currently may not be desirable or feasible, due to lack of adequate custody
arrangements for Fund assets, overly burdensome repatriation or similar
restrictions, the lack of organized and liquid securities markets, unacceptable
political risks, poor values of investments in those markets relative to
investments in other emerging markets, in developed foreign markets, or in the
United States, or for other reasons.

CURRENCY MANAGEMENT

Securities purchased by the Funds may be denominated in U.S. dollars, foreign
currencies, or multinational currency units such as the European Currency Unit,
and the Funds will incur costs in connection with conversions between various
currencies. Movements in the various securities markets may be offset by changes
in foreign currency exchange rates. Exchange rates frequently move independently
of securities markets in a particular country. As a result, gains in a
particular securities market may be affected, either positively or negatively,
by changes in exchange rates, and a Fund's net currency positions may expose it
to risks independent of its securities positions.

From time to time, the Funds may employ currency management techniques to
enhance their total returns, although there is no current intention to do so.
A Fund may not employ more than 30% of the value of its total assets,
calculated at the time of purpose in currency management techniques for the
purpose of enhancing returns. To the extent that such techniques are used to
enhance return, they are considered speculative.

A Fund's ability and decision to purchase or sell portfolio securities may be
affected by the laws or regulations in particular countries relating to
convertibility and repatriation of assets. Because the shares of the Funds are
redeemable in U.S. dollars each day the Funds determine their net asset value,
the Funds must have the ability at all times to obtain U.S. dollars to the
extent necessary to meet redemptions. Under present conditions, the Investment
Manager does not believe that these considerations will have any significant
adverse effect on its portfolio strategies, although there can be no assurances
in this regard.

GENERAL CURRENCY CONSIDERATIONS. Currency exchange rates may fluctuate
significantly over short periods of time causing, along with other factors, each
Fund's net asset value to fluctuate as well. Currency exchange rates generally
are determined by the forces of supply and demand in the foreign exchange
markets and the relative merits of investments in different countries, actual or
anticipated changes in interest rates and other complex factors, as seen from an
international perspective. Currency exchange rates also can be affected
unpredictably by intervention, or failure to do so, by U.S. or foreign
governments or central banks or by currency controls or political developments
in the United States or abroad. The markets in forward foreign currency exchange
contracts, currency swaps and other privately negotiated currency instruments
offer less protection against defaults by the other party to such instruments
than is available for currency instruments traded on an exchange. To the extent
that a substantial

3
<PAGE>

portion of a Fund's total assets, adjusted to reflect the Fund's net position
after giving effect to currency transactions, is denominated or quoted in the
currencies of foreign countries, the Fund will be more susceptible to the risk
of adverse economic and political developments within those countries.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. Each Fund may purchase or sell
forward foreign currency exchange contracts ("forward contracts") for hedging
purposes or to seek to increase total return when the Investment Manager
anticipates that a foreign currency will appreciate or depreciate in value, but
securities denominated or quoted in that currency do not present attractive
investment opportunities and are not held in the Fund's portfolio. When
purchased or sold to increase total return, forward contracts are considered
speculative. In addition, a Fund may enter into forward contracts in order to
protect against anticipated changes in future foreign currency exchange rates.
Each Fund may engage in cross-hedging by using forward contracts in a currency
different from that in which the hedged security is denominated or quoted if the
Investment Manager determines that there is a pattern of correlation between the
two currencies. Each Fund may also engage in proxy hedging, by using forward
contracts in a series of foreign currencies for similar purposes.

Each Fund may enter into forward contracts to purchase foreign currencies to
protect against an anticipated rise in the U.S. dollar price of securities it
intends to purchase. Each Fund may enter into forward contracts to sell foreign
currencies to protect against the decline in value of its foreign currency
denominated or quoted portfolio securities, or a decline in the value of
anticipated dividends from such securities, due to a decline in the value of
foreign currencies against the U.S. dollar. Forward contracts to sell foreign
currency could limit any potential gain which might be realized by a Fund if the
value of the hedged currency increased.

If a Fund enters into a forward contract to sell foreign currency to increase
total return or to buy foreign currency for any purpose, the Fund will segregate
cash, U.S. Government securities, or other liquid debt or equity securities with
the Fund's custodian in an amount equal to the value of the Fund's total assets
committed to the consummation of the forward contract. If the value of the
segregated securities declines, additional assets will be segregated so that the
value of the segregated assets will equal the amount of the Fund's commitment
with respect to the contract.

A forward contract is subject to the risk that the counterparty to such contract
will default on its obligations. Since a forward contract is not guaranteed by
an exchange or clearinghouse, a default on the contract would deprive a Fund of
unrealized profits, transaction costs or the benefits of a currency hedge or
force the Fund to cover its purchase or sale commitments, if any, at the current
market price. The Funds will enter into such transactions only with the primary
dealers or others deemed creditworthy by the Investment Manager.

OPTIONS ON FOREIGN CURRENCIES. Each Fund may purchase and sell (write) put and
call options on foreign currencies for the purpose of protecting against
declines in the U.S. dollar value of foreign portfolio securities and
anticipated dividends on such securities and against increases in the U.S.
dollar cost of foreign securities to be acquired. Each Fund may also use options
on currency to cross-hedge, which involves writing or purchasing options on one
currency to hedge against changes in exchange rates for a different currency, if
the Investment Manager believes there is a pattern of correlation between the
two currencies. Options on foreign currencies to be written or purchased by the
Funds will be traded on U.S. and foreign exchanges.

The writer of a put or call option receives a premium and gives the purchaser
the right to sell (or buy) the currency underlying the option at the exercise
price. The writer has the obligation upon exercise of the option to purchase (or
deliver) the currency during the option period. A writer of an option who wishes
to terminate the obligation may effect a "closing transaction" by buying an
option of the same series as the option previously written. A writer may not
effect a closing purchase transaction after being notified of the exercise of an
option. The writing of an option on foreign currency will constitute only a
partial hedge, up to the amount of the premium received; a Fund could be
required to purchase or sell additional foreign currencies at disadvantageous
exchange rates, thereby incurring losses. The purchase of an option on foreign
currency may constitute an effective hedge against exchange rate fluctuations;
however, in the event of exchange rate movements adverse to a Fund's position,
the Fund may forfeit the entire amount of the premium plus related transaction
costs.

4
<PAGE>

Each Fund may purchase call or put options on currency to seek to increase total
return when the Investment Manager anticipates that the currency will appreciate
or depreciate in value, but the securities quoted or denominated in that
currency do not present attractive investment opportunities and are not held in
the Fund's portfolio.

When a Fund writes a put or call option on a foreign currency, an amount of
cash, U.S. Government securities, or other liquid debt or equity securities
equal to the market value of its obligations under the option will be segregated
by the Fund's custodian to collateralize the position.

CURRENCY SWAPS. Each Fund may enter into currency swaps for both hedging and to
seek to increase total return. Currency swaps involve the exchange of rights to
make or receive payments in specified currencies. Since currency swaps are
individually negotiated, the Funds expect to achieve an acceptable degree of
correlation between their portfolio investments and their currency swap
positions entered into for hedging purposes. Currency swaps may involve the
delivery of the entire principal value of one designated currency in exchange
for the other designated currency, or the delivery of the net amount of a
party's obligations over its entitlements. Therefore, the entire principal value
of a currency swap may be subject to the risk that the other party to the swap
will default on its contractual delivery obligations. Each Fund will maintain in
a segregated account with the Fund's custodian cash, U.S. Government securities,
or other liquid debt or equity securities equal to the amount of the Fund's
obligations, or the net amount (if any) of the excess of the Fund's obligations
over its entitlements, with respect to swap transactions. To the extent that
such amount of a swap is segregated, the Companies and the Investment Manager
believe that swaps do not constitute senior securities under the Investment
Company Act of 1940 (the "1940 Act") and, accordingly, will not treat them as
being subject to a Fund's borrowing restriction.

The use of currency swaps is a highly specialized activity which involves
investment techniques and risks different from those associated with ordinary
portfolio securities transactions. If the Investment Manager is incorrect in its
forecasts of market values and currency exchange rates, the investment
performance of a Fund entering into a currency swap would be less favorable than
it would have been if this investment technique were not used.

OPTIONS TRANSACTIONS

Each Fund may purchase listed put and call options on stocks and stock indices
as a hedge against changes in market conditions that may result in changes in
the value of the Fund's portfolio securities. The aggregate premiums on put
options and call options purchased by a Fund may not in each case exceed 5% of
the value of the net assets of the Fund as of the date of purchase. In
addition, a Fund will not purchase options if more than 25% of the value of its
net assets would be hedged.

A put gives the holder the right, in return for the premium paid, to require the
writer of the put to purchase from the holder a security at a specified price. A
call gives the holder the right, in return for the premium paid, to require the
writer of the call to sell a security to the holder at a specified price. Put
and call options on various stocks and stock indices are traded on U.S. and
foreign exchanges. A put option is covered if the writer segregates cash, U.S.
Government securities or other liquid debt or equity securities equal to the
exercise price. A call option is covered if the writer owns the security
underlying the call or has an absolute and immediate right to acquire the
security without additional cash consideration upon conversion or exchange of
other securities held by it.

5
<PAGE>

security falls below the strike price of the put. The difference between the
put's strike price and the market price of the underlying security on the date
the Fund exercises the put, less transaction costs, will be the amount by which
the Fund will be able to hedge against a decline in the underlying security. If
during the period of the option the market price for the underlying security
remains at or above the put's strike price, the put will expire worthless,
representing a loss of the price the Fund paid for the put, plus transaction
costs. If the price of the underlying security increases, the profit the Fund
realizes on the sale of the security will be reduced by the premium paid for the
put option less any amount for which the put may be sold.

CALL OPTIONS. If a Fund purchases a call option, it acquires the right to
purchase the underlying security at a specified price at any time during the
term of the option. The purchase of a call option is a type of "insurance
policy" to hedge against losses that could incur if a Fund intends to purchase
the underlying security and the security thereafter increases in price. The Fund
will exercise a call option only if the price of the underlying security is
above the strike price at the time of exercise. If during the option period the
market price for the underlying security remains at or below the strike price of
the call option, the option will expire worthless, representing a loss of the
price paid for the option, plus transaction costs. If the price of the
underlying security thereafter falls, the price the Fund pays for the security
will in effect be increased by the premium paid for the call option less any
amount for which such option may be sold.

STOCK INDEX OPTIONS. Each Fund may purchase put and call options with respect to
stock indices such as the S&P Composite 500 Stock Price Index and other stock
indices. Such options may be purchased as a hedge against changes resulting
from market conditions in the values of securities which are held in a Fund's
portfolio or which it intends to purchase or sell, or when they are economically
appropriate for the reduction of risks inherent in the ongoing management of the
Fund.

The distinctive characteristics of options on stock indices create certain risks
that are not present with stock options generally. Because the value of an index
option depends upon movements in the level of the index rather than the price of
a particular stock, whether a Fund will realize a gain or loss on the purchase
or sale of an index option depends upon movements in the level of stock prices
in the stock market generally rather than movements in the price of a particular
stock. Accordingly, successful use by a Fund of options on a stock index will be
subject to the Investment Manager's ability to predict correctly movements in
the direction of the stock market generally. This requires different skills and
techniques than predicting changes in the prices of individual stocks.

Index prices may be distorted if trading of certain stocks included in an index
is interrupted. Trading of index options also may be interrupted in certain
circumstances, such as if trading were halted in a substantial number of stocks
included in the index. If this were to occur, a Fund would not be able to close
out options which it had purchased, and if restrictions on exercise were
imposed, the Fund might be unable to exercise an option it holds, which could
result in substantial losses to the Fund. It is the policy of the Funds to
purchase put or call options only with respect to an index which the Investment
Manager believes includes a sufficient number of stocks to minimize the
likelihood of a trading halt in the index.

DEALER OPTIONS. Each Fund may engage in transactions involving dealer options as
well as exchange-traded options. Options not traded on an exchange generally
lack the liquidity of an exchange-traded option, and may be subject to a Fund's
restriction on investment in illiquid securities. In addition, dealer options
may involve the risk that the securities dealers participating in such
transactions will fail to meet their obligations under the terms of the options.

SHORT SALES

Each Fund, except the International Fund, may engage in short sales
transactions. Although the International Fund may not make short sales of
securities, it may maintain short positions in connection with its use of
options, futures contracts, options on futures contracts, forward foreign
currency exchange transactions, and currency options. A short sale that is not
made "against the box" is a transaction in which a Fund sells a security it does
not own in anticipation of a decline in market price. When a Fund makes a short
sale, the proceeds it receives are retained by

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the broker until the Fund replaces the borrowed security. In order to deliver
the security to the buyer, the Fund must arrange through a broker to borrow the
security and, in so doing, the Fund becomes obligated to replace the security
borrowed at its market price at the time of replacement, whatever that price may
be.

Short sales by a Fund that are not made "against the box" create opportunities
to increase the Fund's return but, at the same time, involve special risk
considerations and may be considered a speculative technique. Since a Fund in
effect profits from a decline in the price of the securities sold short without
the need to invest the full purchase price of the securities on the date of the
short sale, the Fund's net asset value per share will tend to increase more when
the securities it has sold short decrease in value, and to decrease more when
the securities it has sold short increase in value, than would otherwise be the
case if it had not engaged in such short sales. Short sales theoretically
involve unlimited loss potential, as the market price of securities sold short
may continuously increase, although a Fund may mitigate such losses by replacing
the securities sold short before the market price has increased significantly.
Under adverse market conditions, a Fund might have difficulty purchasing
securities to meet its short sale delivery obligations, and might have to sell
portfolio securities to raise the capital necessary to meet its short sale
obligations at a time when fundamental investment considerations would not favor
such sales.

If a Fund makes a short sale "against the box," the Fund would not immediately
deliver the securities sold and would not receive the proceeds from the sale.
The seller is said to have a short position in the securities sold until it
delivers the securities sold, at which time it receives the proceeds of the
sale. A Fund's decision to make a short sale "against the box" may be a
technique to hedge against market risks when the Investment Manager believes
that the price of a security may decline, causing a decline in the value of a
security owned by the Fund or a security convertible into or exchangeable for
such security. In such case, any future losses in the Fund's long position would
be reduced by a gain in the short position.

In the view of the Securities and Exchange Commission ("SEC"), a short sale
involves the creation of a "senior security" as such term is defined in the 1940
Act, unless the sale is "against the box" and the securities sold are placed in
a segregated account (not with the broker), or unless the Fund's obligation to
deliver the securities sold short is "covered" by segregating (not with the
broker) cash, U.S. Government securities or other liquid debt or equity
securities in an amount equal to the difference between the market value of the
securities sold short at the time of the short sale and any cash or securities
required to be deposited as collateral with a broker in connection with the sale
(not including the proceeds from the short sale), which difference is adjusted
daily for changes in the value of the securities sold short. The total value of
the cash and securities deposited with the broker and otherwise segregated may
not at any time be less than the market value of the securities sold short at
the time of the short sale.

To avoid limitations under the 1940 Act on borrowing by investment companies,
short sales by each Fund will be "against the box", or the Fund's obligation to
deliver the securities sold short will be "covered" by segregating cash, U.S.
Government securities or other liquid debt or equity securities in an amount
equal to the market value of its delivery obligation. A Fund will not make short
sales of securities or maintain a short position if doing so could create
liabilities or require collateral deposits and segregation of assets aggregating
more than 25% of the value of the Fund's total assets.

FUTURES TRANSACTIONS

Each Fund may purchase and sell currency futures contracts and futures options,
in accordance with the strategies more specifically described below, to hedge
against currency exchange rate fluctuations or to enhance returns. The
International Fund may also purchase and sell stock index futures contracts and
futures options as a hedge against changes in market conditions that may result
in changes in the value of the Fund's portfolio securities.

FUTURES CHARACTERISTICS. A futures contract is an agreement between two parties
(buyer and seller) to take or make delivery of an amount of cash equal to the
difference between the value of the currency or index at the close of the last
trading day of the contract and the price at which the currency or index
contract was originally written. In the case of futures contracts traded on U.S.
exchanges, the exchange itself or an affiliated clearing corporation assumes the
opposite side of each transaction (i.e., as buyer or seller). A futures contract
may be satisfied or closed out by

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<PAGE>

payment of the change in the cash value of the currency or index. No physical
delivery of the underlying currency or stocks in the index is made.

Unlike when a Fund purchases or sells a security, no price is paid or received
by a Fund upon the purchase or sale of a futures contract. Initially, the Fund
will be required to deposit with the Fund's custodian or such other parties as
may be authorized by the SEC (in the name of the futures commission merchant
(the "FCM")) an amount of cash or U.S. Treasury bills which is referred to as an
"initial margin" payment. The nature of initial margin in futures transactions
is different from that of margin in security transactions in that a futures
contract margin does not involve the borrowing of funds by a Fund to finance the
transactions. Rather, the initial margin is in the nature of a performance bond
or good faith deposit on the contract which is returned to the Fund upon
termination of the futures contract, assuming all contractual obligations have
been satisfied. Futures contracts customarily are purchased and sold with
initial margins that may range upwards from less than 5% of the value of the
futures contract being traded. Subsequent payments, called "variation margin",
to and from the FCM, will be made on a daily basis as the price of the
underlying currency or stock index varies, making the long and short positions
in the futures contract more or less valuable. This process is known as "marking
to the market." For example, when a Fund has purchased a currency futures
contract and the price of the underlying currency has risen, the Fund's position
will have increased in value and the Fund will receive from the FCM a variation
margin payment equal to that increased value. Conversely, when a Fund has
purchased a currency futures contract and the price of the underlying currency
has declined, the position would be less valuable and the Fund would be required
to make a variation margin payment to the FCM. At any time prior to expiration
of a futures contract, a Fund may elect to close the position by taking an
identical opposite position which will operate to terminate the Fund's position
in the futures contract. A final determination of variation margin is then made,
additional cash is required to be paid by or released to the Fund, and the Fund
realizes a loss or a gain.

CHARACTERISTICS OF FUTURES OPTIONS. Each Fund may also purchase call options and
put options on currency or stock index futures contracts ("futures options"). A
futures option gives the holder the right, in return for the premium paid, to
assume a long position (in the case of a call) or short position (in the case of
a put) in a futures contract at a specified exercise price prior to the
expiration of the option. Upon exercise of a call option, the holder acquires a
long position in the futures contract and the writer is assigned the opposite
short position. In the case of a put option, the opposite is true. A futures
option may be closed out (before exercise or expiration) by an offsetting
purchase or sale of a futures option of the same series.

PURCHASE OF FUTURES. Each Fund may purchase a currency futures contract when it
anticipates the subsequent purchase of particular securities and has the
necessary cash, but expects the currency exchange rates then available in the
applicable market to be less favorable than rates that are currently available,
or to attempt to enhance return when it anticipates that future currency
exchange rates will be more favorable than current rates. Similarly, when the
Investment Manager anticipates a significant stock market or stock market sector
advance, the International Fund may purchase a stock index futures contract
which affords a hedge against not participating in such advance at a time when
the Fund is not fully invested in equity securities. Such purchase of a futures
contract would serve as a temporary substitute for the purchase of individual
stocks which may later be purchased (with attendant costs) in an orderly
fashion. As such purchase of individual stocks are made, an approximately
equivalent amount of stock index futures would be terminated by offsetting
sales.

SALE OF FUTURES. Each Fund may sell a currency futures contract to hedge against
an anticipated decline in foreign currency rates that would adversely affect the
dollar value of a Fund's portfolio securities denominated in such currency, or
may sell a currency futures contract in one currency to hedge against
fluctuations in the value of securities denominated in a different currency if
there is an established historical pattern or correlation between the two
currencies. Similarly, the International Fund may sell stock index futures
contracts in anticipation of or during a general stock market or market sector
decline that may adversely affect the market values of the Fund's portfolio of
equity securities. To the extent that the Fund's portfolio of equity securities
changes in value in correlation with a given stock index, the sale of futures
contracts on that index would reduce the risk to the portfolio of a market
decline and, by doing so, would provide an alternative to the liquidation of
securities positions in the portfolio with resultant transaction costs.

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<PAGE>

PURCHASE OF PUT OPTIONS ON FUTURES. The purchase of a put option on a currency
futures or stock index futures contracts is analogous to the purchase of a put
on individual stocks, where an absolute level of protection from price
fluctuation is sought below which no additional economic loss would be incurred
by a Fund. Put options may be purchased to hedge a portfolio of stocks or a
position in the futures contract upon which the put option is based against a
possible decline in market value. The purchase of a put option on a currency
futures contract can be used to hedge against unfavorable movements in currency
exchange rates, or to attempt to enhance returns in contemplation of movements
in such rates.

PURCHASE OF CALL OPTIONS ON FUTURES. The purchase of a call option on a currency
futures or stock index futures contract represents a means of obtaining
temporary exposure to favorable currency exchange rate movements or temporary
exposure to market appreciation with risk limited to the premium paid for the
call option. It is analogous to the purchase of a call option on an individual
stock, which can be used as a substitute for a position in the stock itself.
Depending on the pricing of the option compared to either the futures contract
upon which it is based, or to the price of the underlying currency or stock
index itself, the call option may be less risky, because losses are limited to
the premium paid for the call option, when compared to the ownership of the
underlying currency or stock index futures contract. Like the purchase of a
currency futures or stock index futures contract, a Fund would purchase a call
option on a currency or stock index futures contract to hedge against an
unfavorable movement in exchange rates.

LIMITATIONS ON PURCHASE AND SALE OF FUTURES AND FUTURES OPTIONS. A Fund may not
purchase or sell futures contracts or purchase futures options if, immediately
thereafter, more than 30% of the value of its net assets would be hedged. In
addition, except for the Emerging Markets Fund, a Fund may not purchase or sell
futures or purchase futures options if, immediately thereafter, the sum of the
amount of margin deposits on the Fund's existing futures positions and premiums
paid for futures options would exceed 5% of the market value of the Fund's total
assets. In Fund transactions involving futures contracts, to the extent required
by applicable SEC guidelines, an amount of cash, U.S. Government securities, or
other liquid debt or equity securities equal to the market value of the futures
contracts will be segregated with the Fund's Custodian, or in other segregated
accounts as regulations may allow, to collateralize the position and thereby to
insure that the use of such futures is unleveraged.

The International Fund will not engage in transactions in stock index futures
contracts and futures options for speculation, but only as a hedge against
changes in the value of securities held in the Fund's portfolio, or securities
which the Investment Manager intends to purchase for the portfolio, resulting
from actual or anticipated changes in general market conditions. Such
transactions will only be effected when, in the view of the Investment Manager,
they are economically appropriate to the reduction of risks inherent in the
ongoing management of the Fund's portfolio.

REGULATORY MATTERS. The Companies have filed claims of exemption from
registration of the Funds as commodity pools with the Commodity Futures Trading
Commission (the "CFTC"). Each Fund intends to conduct its futures trading
activity in a manner consistent with that exemption. The Investment Manager is
registered with the CFTC as both a commodity pool operator and as a commodity
trading advisor.

DEBT SECURITIES

Each Fund may purchase debt obligations. The timing of purchase and sale
transactions in debt obligations may result in capital appreciation or
depreciation because the value of debt obligations varies inversely with
prevailing interest rates.

The debt obligations in which each Fund will invest (other than the Emerging
Markets Fund) will be rated, at the time of purchase, BBB or higher by Standard
& Poor's, a division of The McGraw-Hill Companies, Inc. ("Standard & Poor's"),
or Baa or higher by Moody's Investors Service, Inc. ("Moody's") or equivalent
ratings by other rating organizations, or, if unrated, will be determined by the
Investment Manager to be of comparable investment quality. If the rating of an
investment grade security held by a Fund is downgraded, the Investment Manager
will determine whether it is in the best interests of the Fund to continue to
hold the security in its investment portfolio. The

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<PAGE>

Emerging Markets Fund may also invest in debt obligations unrated or rated, at
the time of purchase, below investment grade by Standard & Poor's, Moody's or
another recognized international rating organization.

U.S. Government obligations include obligations issued or guaranteed as to
principal and interest by the U.S. Government and its agencies and
instrumentalities, by the right of the issuer to borrow from the U.S. Treasury,
by the discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality, or only by the credit of the
agency or instrumentality.

PREFERRED STOCKS

Each Fund may purchase preferred stock. Preferred stock, unlike common stock,
offers a stated dividend rate payable from a corporation's earnings. Such
preferred stock dividends may be cumulative or non-cumulative, participating, or
auction rate. If interest rates rise, the fixed dividend on preferred stocks
may be less attractive, causing the price of preferred stocks to decline.
Preferred stock may have mandatory sinking fund provisions, as well as
call/redemption provisions prior to maturity, a negative feature when interest
rates decline. Dividends on some preferred stock may be "cumulative," requiring
all or a portion of prior unpaid dividends to be paid prior to payment of
dividends on the issuer's common stock. Preferred stock also generally has a
preference over common stock on the distribution of a corporation's assets in
the event of liquidation of the corporation, and may be "participating," which
means that it may be entitled to a dividend exceeding the stated dividend in
certain cases. The rights of the holders of preferred stock on the distribution
of a corporation's assets in the event of a liquidation are generally
subordinate to the rights associated with a corporation's debt securities.

INVESTMENT IN ILLIQUID SECURITIES

Each Fund may purchase illiquid securities. The Investment Manager takes into
account a number of factors in reaching liquidity decisions, including, but not
limited to: the listing of the security on an exchange or national market
system; the frequency of trading in the security; the number of dealers who
publish quotes for the security; the number of dealers who serve as market
makers for the security; the apparent number of other potential purchasers; and
the nature of the security and how trading is effected (e.g., the time needed to
sell the security, how offers are solicited, and the mechanics of transfer).

CASH-EQUIVALENT INVESTMENTS

Other than as described under INVESTMENT RESTRICTIONS below, the Funds are not
restricted with regard to the types of cash-equivalent investments they may
make. When the Investment Manager believes that such investments are an
appropriate part of a Fund's overall investment strategy, the Fund may hold or
invest, for investment purposes, a portion of its assets in any of the
following, denominated in U.S. dollars, foreign currencies, or multinational
currency units: cash; short-term U.S. or foreign government securities;
commercial paper rated at least A-2 by Standard & Poor's or P-2 by Moody's;
certificates of deposit or other deposits of banks deemed creditworthy by the
Investment Manager pursuant to standards adopted by the Capital Company's and
the Equity Company's Boards of Directors (herein after collectively referred to
as the "Board of Directors"); time deposits; bankers' acceptances; and
repurchase agreements related to any of the foregoing. In addition, for
temporary defensive purposes under abnormal market or economic conditions, a
Fund may invest up to 100% of its assets in such cash-equivalent investments.

A certificate of deposit is a short-term obligation of a commercial bank. A
bankers' acceptance is a time draft drawn on a commercial bank by a borrower,
usually in connection with international commercial transactions. A repurchase
agreement involves a transaction by which an investor (such as a Fund) purchases
a security and simultaneously obtains the commitment of the seller (a member
bank of the Federal Reserve System or a securities dealer deemed creditworthy by
the Investment Manager pursuant to standards adopted by the Board of Directors)
to repurchase the security at an agreed-upon price on an agreed-upon date within
a number of days (usually not more than seven) from the date of purchase.

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PORTFOLIO TURNOVER

Each Fund may invest in securities on either a long-term or short-term basis. A
Fund may invest with the expectation of short-term capital appreciation if the
Investment Manager believes that such action will benefit the Fund's
stockholders. A Fund also may sell securities that have been held on a
short-term basis if the Investment Manager believes that circumstances make the
sale of such securities advisable. This may result in a taxable stockholder
paying higher income taxes on Fund distributions than would be the case for
shareholders of investment companies emphasizing the realization of long-term
capital gains. Because the Investment Manager will purchase and sell securities
for each Fund's portfolio without regard to the length of the holding period for
such securities, it is possible that a Fund's portfolio will have a higher
turnover rate than might be expected for investment companies that invest
substantially all of their funds for long-term capital appreciation or
generation of current income. Securities in a Fund's portfolio will be sold
whenever the Investment Manager believes it is appropriate to do so, regardless
of the length of time that securities have been held, and securities may be
purchased or sold for short-term profits whenever the Investment Manager
believes it is appropriate or desirable to do so. Turnover will be influenced by
sound investment practices, a Fund's investment objective, and the need for
funds for the redemption of a Fund's shares.

For example, a 150% portfolio turnover rate would occur if the value of
purchases or sales of portfolio securities (whichever is less) by a Fund for a
year (excluding purchases of U.S. Treasury issues and securities with a maturity
of one year or less) were equal to 150% of the average monthly value of the
securities held by the Fund during such year. As a result of the manner in which
turnover is measured, a high turnover rate could also occur during the first
year of a Fund's operations, and during periods when a Fund's assets are growing
or shrinking.

INVESTMENT RESTRICTIONS

In making purchases within the foregoing policies, each Fund and the Investment
Manager will be subject to all of the restrictions referred to under INVESTMENT
RESTRICTIONS below. If a percentage restriction on a Fund's investment or
utilization of assets set forth above or under INVESTMENT RESTRICTIONS is
adhered to at the time the investment is made, a later change in percentage
resulting from changing value or a similar type of event will not be considered
a violation of the Fund's investment policies or restrictions. A Fund may
exchange securities, exercise conversion or subscription rights, warrants or
other rights to purchase common stock or other equity securities and may hold,
except to the extent limited by the 1940 Act, any such securities so acquired
without regard to the Fund's investment policies and restrictions.

Because certain of the Funds may invest more than 25% of their total assets in
the securities of companies organized or headquartered in France, Germany, Japan
or the United Kingdom, such Funds may be subject to increased risks due to
political, economic, social or regulatory events that may occur in these
countries. Such political, economic, social or regulatory developments may
adversely effect the securities and currency markets of these countries.

------------------------------

INVESTMENT AND RISK CONSIDERATIONS

------------------------------

INVESTMENTS IN FOREIGN SECURITIES GENERALLY

Investments in foreign equity securities may offer investment opportunities and
potential benefits not available from investments solely in securities of U.S.
issuers. Such benefits may include the opportunity to invest in foreign issuers
that appear, in the opinion of the Investment Manager, to offer better
opportunity for long-term capital appreciation than investments in securities of
U.S. issuers, the opportunity to invest in foreign countries with economic
policies or business cycles different from those of the United States and the
opportunity to reduce

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<PAGE>

fluctuations in portfolio value by taking advantage of foreign stock markets
that do not necessarily move in a manner parallel to U.S. stock markets.

At the same time, however, investing in foreign equity securities involves
significant risks, some of which are not typically associated with investing in
securities of U.S. issuers. For example, the value of investments in such
securities may fluctuate based on changes in the value of one or more foreign
currencies relative to the U.S. dollar, and a change in the exchange rate of one
or more foreign currencies could reduce the value of certain portfolio
securities. Currency exchange rates may fluctuate significantly over short
periods of time, and are generally determined by the forces of supply and demand
and other factors beyond a Funds' control. Changes in currency exchange rates
may, in some circumstances, have a greater effect on the market value of a
security than changes in the market price of the security. To the extent that a
substantial portion of a Fund's total assets is denominated or quoted in the
currency of a foreign country, the Fund will be more susceptible to the risk of
adverse economic and political developments within that country. As discussed
above, each Fund may employ certain investment techniques to hedge its foreign
currency exposure; however, such techniques also entail certain risks.

In addition, information about foreign issuers may be less readily available
than information about domestic issuers. Foreign issuers generally are not
subject to accounting, auditing, and financial reporting standards or to other
regulatory practices and requirements comparable to those applicable to U.S.
issuers. Furthermore, with respect to certain foreign countries, the possibility
exists of expropriation, nationalization, revaluation of currencies,
confiscatory taxation, and limitations on foreign investment and the use or
removal of funds or other assets of a Fund, including the withholding of tax on
dividends and other distributions and limitations on the repatriation of
currencies. In addition, a Fund may experience difficulties or delays in
obtaining or enforcing judgments. Foreign securities may be subject to foreign
government taxes that could reduce the yield and total return on such
securities.

Foreign equity securities may be traded on an exchange in the issuer's country,
an exchange in another country, or over-the-counter in one or more countries.
Most foreign securities markets, including over-the-counter markets, have
substantially less volume than U.S. securities markets, and the securities of
many foreign issuers may be less liquid and more volatile than securities of
comparable U.S. issuers. In addition, there is generally less government
regulation of securities markets, securities exchanges, securities dealers, and
listed and unlisted companies in foreign countries than in the United States.

Foreign markets also have different clearance and settlement procedures, and in
certain markets there have been times when settlements have been unable to keep
pace with the volume of securities transactions, making it difficult to conduct
and complete such transactions. Inability to dispose of a portfolio security
caused by settlement problems could result either in losses to a Fund due to
subsequent declines in the value of the portfolio security or, if a Fund has
entered into a contract to sell that security, could result in possible
liability of the Fund to the purchaser. Delays in settlement could adversely
affect a Fund's ability to implement its investment strategies and to achieve
its investment objective.

In addition, the costs associated with transactions in securities traded on
foreign markets or of foreign issuers, and the expense of maintaining custody of
such securities with foreign custodians, generally are higher than the costs
associated with transactions in U.S. securities on U.S. markets. Investments in
foreign securities may result in higher expenses due to the cost of converting
foreign currency to U.S. dollars, the payment of fixed brokerage commissions on
foreign exchanges, the expense of maintaining securities with foreign custodians
and the imposition of transfer taxes or transaction charges associated with
foreign exchanges.

Investment in debt obligations of supranational organizations involves
additional risks. Such organizations' debt obligations generally are not
guaranteed by their member governments, and payment depends on their financial
solvency and/or the willingness and ability of their member governments to
support their obligations. Continued support of a supranational organization by
its government members is subject to a variety of political, economic and other
factors, as well as the financial performance of the organization.

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DEPOSITARY RECEIPTS

In many respects, the risks associated with investing in depositary receipts are
similar to the risks associated with investing in foreign equity securities
directly. In addition, to the extent that a Fund acquires depositary receipts
through banks that do not have a contractual relationship with the foreign
issuer of the security underlying the depositary receipts to issue and service
depositary receipts, there may be an increased possibility that the Fund would
not become aware of and be able to respond to corporate actions, such as stock
splits or rights offerings, involving the foreign issuer in a timely manner.

The information available for American Depositary Receipts ("ADRs") sponsored by
the issuers of the underlying securities is subject to the accounting, auditing,
and financial reporting standards of the domestic market or exchange on which
they are traded, which standards generally are more uniform and more exacting
than those to which many non-domestic issuers may be subject. However, some ADRs
are sponsored by persons other than the issuers of the underlying securities.
Issuers of the stock on which such ADRs are based are not obligated to disclose
material information in the United States. The information that is available
concerning the issuers of the securities underlying European Depositary Receipts
("EDRs") and Global Depositary Receipts ("GDRs") may be less than the
information that is available about domestic issuers, and EDRs and GDRs may be
traded in markets or on exchanges that have lesser standards than those
applicable to the markets for ADRs.

A depositary receipt will be treated as an illiquid security for purposes of a
Fund's restriction on the purchases of such securities unless the depositary
receipt is convertible into cash by the Fund within seven days.

EMERGING MARKET SECURITIES

There are special risks associated with investments in securities of companies
organized or headquartered in developing countries with emerging markets that
are in addition to the usual risks of investing in securities of issuers located
in developed foreign markets around the world, and investors in the Funds are
strongly advised to consider those risks carefully. The securities markets of
emerging market countries are substantially smaller, less developed, less
liquid, and more volatile than the securities markets of the United States and
developed foreign markets. As a result, the prices of emerging market securities
may increase or decrease much more rapidly and much more dramatically than the
prices of securities of issuers located in developed foreign markets. Disclosure
and regulatory standards in many respects are less stringent than in the United
States and developed foreign markets. There also may be a lower level of
monitoring and regulation of securities markets in emerging market countries and
the activities of investors in such markets, and enforcement of existing
regulations has been extremely limited.

Many emerging market countries have experienced substantial, and in some periods
extremely high, rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have very negative
effects on the economies and securities markets of certain emerging market
countries. Economies in emerging markets generally are heavily dependent upon
international trade and, accordingly, have been and may continue to be affected
adversely by trade barriers, exchange controls, managed adjustments in relative
currency values, and other protectionist measures imposed or negotiated by the
countries with which they trade. These economies also have been and may continue
to be adversely affected by economic conditions in the countries in which they
trade. In addition, custodial services and other costs related to investment in
foreign markets may be more expensive in emerging markets than in many developed
foreign markets, which could reduce the Funds' investment returns from such
securities.

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<PAGE>

Fund to suffer a loss with respect to any of its holdings. In addition,
political and economic structures in many of such countries may be undergoing
significant evolution and rapid development, and such countries may lack the
social, political and economic stability characteristics of more developed
countries. Unanticipated political or social developments may affect the value
of the Funds' investments in those countries and the availability of additional
investments in those countries.

INVESTMENTS IN SMALLER COMPANIES

Investment in the securities of companies with market capitalizations below $1
billion involves greater risk and the possibility of greater portfolio price
volatility than investing in larger capitalization companies. The securities of
small-sized concerns, as a class, have shown market behavior which has had
periods of more favorable results, and periods of less favorable results,
relative to securities of larger companies as a class. For example, smaller
capitalization companies may have less certain growth prospects, and may be more
sensitive to changing economic conditions, than large, more established
companies. Moreover, smaller capitalization companies often face competition
from larger or more established companies that have greater resources. In
addition, the smaller capitalization companies in which a Fund may invest may
have limited or unprofitable operating histories, limited financial resources,
and inexperienced management. Furthermore, securities of such companies are
often less liquid than securities of larger companies, and may be subject to
erratic or abrupt price movements. To dispose of these securities, a Fund may
have to sell them over an extended period of time below the original purchase
price. Investments in smaller capitalization companies may be regarded as
speculative.

No Fund, except the Emerging Markets Fund, will invest more than 5% of the
value of its total assets in securities issued by companies (including
predecessors) that have operated for less than three years. The securities of
such companies may have limited liquidity, which can result in their prices
being lower than might otherwise be the case. In addition, investments in
such companies are more speculative and entail greater risk than do
investments in companies with established operating records.

CONVERTIBLE SECURITIES

Each Fund may invest in convertible securities. Investment in convertible
securities involves certain risks. The value of a convertible security is a
function of its "investment value" (determined by its yield in comparison with
the yields of other securities of comparable maturity and quality that do not
have a conversion privilege) and its "conversion value" (the security's worth,
at market value, if converted into the underlying stock). If the conversion
value is low relative to the investment value, the price of the convertible
security will be governed principally by its yield, and thus may not decline in
price to the same extent as the underlying stock; to the extent the market price
of the underlying common stock approaches or exceeds the conversion price, the
price of the convertible security will be influenced increasingly by its
conversion value. A convertible security held by a Fund may be subject to
redemption at the option of the issuer at a price established in the instrument
governing the convertible security, in which event the Fund will be required to
permit the issuer to redeem the security, convert it into the underlying common
stock, or sell it to a third party.

OTHER DEBT OBLIGATIONS

Although securities rated BBB by Standard & Poor's or Baa by Moody's are
considered to be of "investment grade," and are considered to have adequate
capacity to pay interest and repay principal, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity to pay
interest and principal than higher-rated securities. Credit ratings evaluate the
safety of principal and interest payments of securities, not their market value.
The rating of an issuer is also heavily weighted by past developments and does
not necessarily reflect probable future conditions. There is frequently a lag
between the time a rating is assigned and the time it is updated.

JUNK BOND CONSIDERATIONS

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The Emerging Markets Fund may invest up to 5% of its total assets in debt
securities rated below "Baa" by Moody's, below "BBB" by Standard & Poor's, or
below investment grade by other recognized rating agencies, or if unrated,
securities determined by the Investment Manager to be of comparable quality, if
the Investment Manager believes that the financial condition of the issuer or
the protection afforded to the particular securities is stronger than would
otherwise be indicated by such low ratings or the lack thereof. Securities
rated below "Baa" or "BBB" or equivalent ratings, commonly referred to as "junk
bonds," are subject to greater risk of loss of income and principal than higher-
rated bonds and are considered to be predominantly speculative with respect to
the issuer's capacity to pay interest and repay principal, which may in any case
decline during sustained periods of deteriorating economic conditions or rising
interest rates. Junk bonds are generally considered to be subject to greater
market risk in times of deteriorating economic conditions, and to wider market
and yield fluctuations, than higher-rated securities. Junk bonds may also be
more susceptible to real or perceived adverse economic and competitive industry
conditions than investment grade securities. The market for such securities may
be thinner and less active than that for higher-rated securities, which can
adversely affect the prices at which these securities can be sold. To the
extent that there is no established secondary market for lower-rated securities,
the Emerging Markets Fund may experience difficulty in valuing such securities
and, in turn, its assets. In addition, adverse publicity and investor
perceptions about junk bonds, whether or not based on fundamental analysis, may
tend to decrease the market value and liquidity of such securities.

The Investment Manager will try to reduce the risk inherent in the Emerging
Market Fund's investment in such securities through credit analysis,
diversification and attention to current developments and trends in interest
rates and economic conditions. However, there can be no assurance that losses
will not occur. Since the risk of default is higher for lower-rated bonds, the
Investment Manager's research and credit analysis are a correspondingly more
important aspect of its program for managing the Emerging Market Fund's
investments in such debt securities. The Investment Manager will attempt to
identify those issuers of high-yielding securities whose financial conditions
are adequate to meet future obligations, or have improved or are expected to
improve in the future.

Credit ratings evaluate the safety of principal and interest payments of
securities, not their market value. The rating of an issuer is also heavily
weighted by past developments and does not necessarily reflect probable future
conditions. There is frequently a lag between the time a rating is assigned and
the time it is updated. As credit rating agencies may fail to timely change
credit ratings of securities to reflect subsequent events, the Investment
Manager will also monitor issuers of such securities to determine if such
issuers will have sufficient cash flow and profits to meet required principal
and interest payments and to assure their liquidity.

OPTIONS

There are several risks associated with transactions in options on securities
and indices. Options may be more volatile than the underlying instruments, and
therefore, on a percentage basis, an investment in options may be subject to
greater fluctuation than an investment in the underlying instruments themselves.
There are also significant differences between the securities and options
markets that could result in an imperfect correlation between these markets,
causing a given transaction not to achieve its objective. In addition, a liquid
secondary market for particular options may be absent for reasons which include
the following: there may be insufficient trading interest in certain options;
restrictions may be imposed by an exchange on opening transactions or closing
transactions or both; trading halts, suspensions or other restrictions may be
imposed with respect to particular classes or series of options or underlying
instruments; unusual or unforeseen circumstances may interrupt normal operations
on an exchange; the facilities of an exchange or clearing corporation may not at
all times be adequate to handle current trading volume; or one or more exchanges
could, for economic or other reasons, decide, or be compelled at some future
date, to discontinue the trading of options (or a particular class or series of
options), in which event the secondary market on that exchange (or in that class
or series of options) would cease to exist, although outstanding options that
had been issued by a clearing corporation as a result of trades on that exchange
would continue to be exercisable in accordance with their terms.

A decision as to whether, when and how to use options involves the exercise of
skill and judgment, and even a well-conceived transaction may be unsuccessful to
some degree because of market behavior or unexpected events.

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<PAGE>

In addition, when trading options on foreign exchanges, many of the protections
afforded to participants in U.S. option exchanges will not be available. For
example, there may be no daily price fluctuation limits in such exchanges or
markets, and adverse market movements could therefore continue to an unlimited
extent over a period of time. Although the purchaser of an option cannot lose
more than the amount of the premium plus related transaction costs, this entire
amount could be lost.

Potential losses to the writer of an option are not limited to the loss of the
option premium received by the writer, and thus may be greater than the losses
incurred in connection with the purchasing of an option.

FUTURES TRANSACTIONS

There are several risks in connection with the use of futures contracts in the
Funds. One risk arises because the correlation between movements in the price of
a futures contract and movements in the price of the security or currency which
is the subject of the hedge is not always perfect. The price of the futures
contract acquired by a Fund may move more than, or less than, the price of the
security or currency being hedged. If the price of the future moves less than
the price of the security or currency which is the subject of the hedge, the
hedge will not be fully effective but, if the price of the security or currency
being hedged has moved in an unfavorable direction, the Fund would be in a
better position than if it had not hedged at all. If the price of the security
or currency being hedged has moved in a favorable direction, this advantage will
be partially offset by movement in the value of the future. If the price of the
futures contract moves more than the price of the security or currency, the Fund
will experience either a loss or a gain on the futures contract which will not
be completely offset by movements in the price of the security or currency which
is the subject of the hedge.

To compensate for the imperfect correlation of movements in the price of a
security or currency being hedged and movements in the price of the futures, a
Fund may buy or sell futures contracts in a greater dollar amount than the
dollar amount of the security or currency being hedged, if the historical
volatility of the price of such security or currency has been greater than the
historical volatility of the security or currency. Conversely, a Fund may buy or
sell fewer futures contracts if the historical volatility of the price of the
security or currency being hedged is less than the historical volatility of the
security or currency.

Because of the low margins required, futures trading involves a high degree of
leverage. As a result, a relatively small investment in a futures contract by a
Fund may result in immediate and substantial loss, or gain, to the Fund. A
purchase or sale of a futures contract may result in losses in excess of the
initial margin for the futures contract. However, the Fund would have sustained
comparable losses if, instead of the futures contract, it had invested in the
underlying financial instrument and sold the instrument after the decline.

When futures are purchased by a Fund to hedge against a possible unfavorable
movement in a currency exchange rate before the Fund is able to invest its cash
(or cash equivalents) in stock in an orderly fashion, it is possible that the
currency exchange rate may move in a favorable manner instead. If the Fund then
decides not to invest in stock at that time because of concern as to possible
further market decline or for other reasons, the Fund will realize a loss on the
futures contract that is not offset by a reduction in the price of securities
purchased.

In addition to the possibility that there may be an imperfect correlation, or no
correlation at all, between movements in the futures and the security or
currency which is the subject of a hedge, the price of futures contracts may not
correlate perfectly with movements in the stock index or currency due to certain
market distortions. First, all participants in the futures market are subject to
margin deposit and maintenance requirements. Rather than meeting additional
margin deposit requirements, investors may close futures contracts through
offsetting transactions. This practice could distort the normal relationship
between the index or currency and futures markets. Second, from the point of
view of speculators, the deposit requirements in the futures market may be less
onerous than margin requirements in the security or currency market. Therefore,
increased participation by speculators in the futures market also may cause
temporary price distortions. Due to the possibility of price distortion in the
futures market and because of the imperfect correlation between movements in the
stock index or currency and movements in the

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<PAGE>

price of stock index or currency futures, a correct forecast of general market
or currency trends by the Investment Manager still may not result in a
successful hedging transaction over a short time frame.

Futures exchanges may limit the amount of fluctuation permitted in certain
futures contract prices during a single trading day. Once the daily limit has
been reached, no more trades may be made on that day at a price beyond the
limit. The daily limit governs only price movements during a particular trading
day and therefore does not limit potential losses, because the limit may prevent
the liquidation of unfavorable positions.

Compared to the use of a futures contract, the purchase of an option on a
futures contract involves less potential risk to a Fund because the maximum
amount at risk is the premium paid for the option (plus transaction costs).
However, there may be circumstances when the use of an option on a futures
contract would result in loss to a Fund when the use of a futures contract would
not, such as when there is no movement in the level of an index. In addition,
daily changes in the value of the option due to changes in the value of the
underlying futures contract are reflected in the net asset value of the Fund.

A Fund will only enter into futures contracts or purchase futures options that
are standardized and traded on a U.S. or foreign exchange or board of trade, or
similar entity, or quoted on an automated quotation system. However, there is no
assurance that a liquid secondary market on an exchange or board of trade will
exist for any particular futures contract or futures option or at any particular
time. In such event, it may not be possible to close a futures position, and, in
the event of adverse price movements, the Fund would continue to be required to
make daily cash payments of variation margin. In the event futures contracts
have been used to hedge a portfolio security or currency, an increase in the
price of the security or currency, if any, may partially or completely offset
losses on the futures contract. However, as described above, there is no
guarantee that the price of the security or currency will, in fact, correlate
with the movements in the futures contract and thus provide an offset to losses
on a futures contract.

Successful use of futures by the Funds for hedging purposes or to enhance
returns is subject to the Investment Manager's ability to predict correctly
movements in the direction of the security and currency markets. For example, if
a Fund hedged against the possibility of a decline in the market adversely
affecting stocks held in its portfolio and stock prices increased instead, the
Fund would lose part or all of the benefit of the increased value of its stocks
which it hedged because it would have offsetting losses in its futures
positions. In addition, in such situations, if a Fund had insufficient cash, it
might have to sell securities to meet daily variation margin requirements. Such
sales of securities might be, but would not necessarily be, at increased prices
which would reflect the rising market. Similarly, if a Fund purchased currency
futures contracts with the intention of profiting from a favorable change in
currency exchange rates, and the change was unfavorable, the Fund would incur a
loss, and might have to sell securities to meet daily variation margin
requirements at a time when it might be disadvantageous to do so. The Investment
Manager and its predecessor have been actively engaged in the provision of
investment supervisory services for institutional and individual accounts since
1970, but the skills required for the successful use of futures and options on
futures are different from those needed to select portfolio securities, and the
Investment Manager has limited prior experience in the use of futures or options
techniques in the management of assets under its supervision.

OTHER RISK CONSIDERATIONS

Investment in illiquid securities involves potential delays on resale as well as
uncertainty in valuation. Limitations on resale may have an adverse effect on
the marketability of portfolio securities, and a Fund might not be able to
dispose of such securities promptly or at reasonable prices.

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<PAGE>

result in the Fund incurring a loss or missing an opportunity to obtain a price
the Investment Manager believed to be advantageous. The risks in lending
portfolio securities, as with other extensions of secured credit, consist of a
possible delay in receiving additional collateral or in recovery of the
securities or possible loss of rights in the collateral should the borrower fail
financially.

------------------------------

INVESTMENT RESTRICTIONS

------------------------------

FUNDAMENTAL POLICIES

Each Fund has adopted certain investment restrictions that are fundamental
policies and that may not be changed without approval by the vote of a majority
of the Fund's outstanding voting securities, as defined in the 1940 Act. The
"vote of a majority of the outstanding voting securities" of the Fund, as
defined in Section 2(a)(42) of the 1940 Act, means the vote of (i) 67% or more
of the voting securities of the Fund present at any meeting, if the holders of
more than 50% of the outstanding voting securities of the Fund are present or
represented by proxy, or (ii) more than 50% of the outstanding voting securities
of the Fund, whichever is less. These restrictions provide that a Fund may not:

1. Invest more than 25% of the value of its total assets in the securities of
companies primarily engaged in any one industry (other than the United
States of America, its agencies and instrumentalities) (this restriction
does not apply to the Technology Fund, Health Care Fund or Biotechnology
Fund).

2. Acquire more than 10% of the outstanding voting securities of any one
issuer;

3. Invest in companies for the purpose of exercising control or management;

4. Borrow money, except from banks to meet redemption requests or for
temporary or emergency purposes; provided that borrowings for temporary or
emergency purposes other than to meet redemption requests shall not exceed
5% of the value of its total assets; and provided further that total
borrowings shall be made only to the extent that the value of the Fund's
total assets, less its liabilities other than borrowings, is equal to at
least 300% of all borrowings (including the proposed borrowing). For
purposes of the foregoing limitations, reverse repurchase agreements and
other borrowing transactions covered by segregated assets are considered to
be borrowings. A Fund will not mortgage, pledge, hypothecate, or in any
other manner transfer as security for an indebtedness any of its assets.
This investment restriction shall not prohibit a Fund from engaging in
futures contracts, options on futures, forward foreign currency exchange
transactions, and currency options;

5. Purchase securities on margin, but it may obtain such short-term credit
from banks as may be necessary for the clearance of purchases and sales of
securities;

6. Make loans of its funds or assets to any other person, which shall not be
considered as including: (i) the purchase of a portion of an issue of
publicly distributed debt securities, (ii) the purchase of bank obligations
such as certificates of deposit, bankers' acceptances and other short-term
debt obligations, (iii) entering into repurchase agreements with respect to
commercial paper, certificates of deposit and obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities, and
(iv) the loan of portfolio securities to brokers, dealers and other
financial institutions where such loan is callable by the Fund at any time
on reasonable notice and is fully secured by collateral in the form of cash
or cash equivalents. A Fund will not enter into repurchase agreements with
maturities in excess of seven days if

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immediately after and as a result of such transaction the value of the
Fund's holdings of such repurchase agreements exceeds 10% of the value of
the Fund's total assets;

7. Act as an underwriter of securities issued by other persons, except insofar
as it may be deemed an underwriter under the Securities Act of 1933 in
selling portfolio securities, or invest more than 15% of the value of its
net assets in securities that are illiquid;

8. Purchase the securities of any other investment company or investment
trust, except by purchase in the open market where, to the best information
of the Company, no commission or profit to a sponsor or dealer (other than
the customary broker's commission) results from such purchase and such
purchase does not result in such securities exceeding 10% of the value of
the Fund's total assets, or except when such purchase is part of a merger,
consolidation, acquisition of assets, or other reorganization approved by
the Fund's stockholders;

9. Purchase portfolio securities from or sell portfolio securities to the
officers, directors, or other "interested persons" (as defined in the 1940
Act) of the Company, other than unaffiliated broker-dealers;

10. Purchase commodities or commodity contracts, except that the Fund may
purchase securities of an issuer which invests or deals in commodities or
commodity contracts, and except that the Fund may enter into futures and
options contracts in accordance with the applicable rules of the CFTC. The
Funds have no current intention of entering into commodities contracts
except for currency futures and futures options;

11. Purchase or sell futures or purchase related options if, immediately
thereafter, the sum of the amount of "margin" deposits on the Fund's
existing futures positions and premiums paid for related options entered
into for the purpose of seeking to increase total return would exceed 5% of
the market value of the Fund's net assets;

12. Issue senior securities, except that the Fund may borrow money as permitted
by restriction 4 above. This restriction shall not prohibit the Fund from
engaging in short sales, options, futures and foreign currency
transactions; and

13. Purchase or sell real estate; provided that the Fund may invest in readily
marketable securities secured by real estate or interests therein or issued
by companies which invest in real estate or interests therein.

OPERATING POLICIES

Each Fund has adopted certain investment restrictions that are not fundamental
policies and may be changed by the Board of Directors without approval of the
Fund's outstanding voting securities. These restrictions provide that a Fund may
not:

1. Invest in interests in oil, gas, or other mineral exploration or
development programs;

2. Invest more than 5% of the value of its total assets in the securities of
any issuer which has a record of less than three years of continuous
operation (including the operation of any predecessor);

3. Participate on a joint or a joint-and-several basis in any trading account
in securities (the aggregation of orders for the sale or purchase of
marketable portfolio securities with other accounts under the management of
the Investment Manager to save brokerage costs, or to average prices among
them, is not deemed to result in a securities trading account); and

4. Purchase or sell futures or purchase related options if, immediately
thereafter, the sum of the amount of "margin" deposits on the Fund's
existing futures positions and premiums paid for related options entered

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<PAGE>

into for the purpose of seeking to increase total return would exceed 5% of
the value of the Fund's net assets (this restriction does not apply to the
International Fund).

The Funds are also subject to other restrictions under the 1940 Act; however,
the registration of the Companies under the 1940 Act does not involve any
supervision by any federal or other agency of the Companies management or
investment practices or policies, other than incident to occasional or periodic
compliance examinations conducted by the SEC staff.

------------------------------

EXECUTION OF PORTFOLIO TRANSACTIONS

------------------------------

The Investment Manager, subject to the overall supervision of the Board of
Directors, makes each Fund's investment decisions and selects the broker or
dealer to be used in each specific transaction using its best judgment to choose
the broker or dealer most capable of providing the services necessary to obtain
the best execution of that transaction. In seeking the best execution of a
transaction, the Investment Manager evaluates a wide range of criteria,
including any or all of the following: the broker's commission rate, promptness,
reliability and quality of executions, trading expertise, positioning and
distribution capabilities, back-office efficiency, ability to handle difficult
trades, knowledge of other buyers and sellers, confidentiality, capital strength
and financial stability, prior performance in serving the Investment Manager and
its clients, and other factors affecting the overall benefit to be received in
the transaction. When circumstances relating to a proposed transaction indicate
to the Investment Manager that a particular broker is in a position to obtain
the best execution, the order is placed with that broker. This may or may not be
a broker that has provided investment information and research services to the
Investment Manager. Such investment information may include, among other things:
a wide variety of written reports or other data on individual companies and
industries; data and reports on general market or economic conditions;
information concerning pertinent federal and state legislative and regulatory
developments and other developments that could affect the value of actual or
potential investments; information about companies in which the Investment
Manager has invested or may consider investing; attendance at meetings with
corporate management personnel, industry experts, economists, government
personnel, and other financial analysts; comparative issuer performance and
evaluation and technical measurement services; subscription to publications that
provide investment-related information; accounting and tax law interpretations;
availability of economic advice; quotation equipment and services; execution
measurement services; market-related and survey data concerning the products and
services of an issuer and its competitors or concerning a particular industry
that are used in reports prepared by the Investment Manager to enhance its
ability to analyze an issuer's financial condition and prospects; and other
services provided by recognized experts on investment matters of particular
interest to the Investment Manager. In addition, the foregoing services may
include the use of, or be delivered by, computer systems whose hardware and/or
software components may be provided to the Investment Manager as part of the
services. In any case in which information and other services can be used for
both research and non-research purposes, the Investment Manager makes an
appropriate allocation of those uses and pays directly for that portion of the
services to be used for non-research purposes.

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<PAGE>

commissions represent reasonable compensation for the brokerage and research
services provided by such brokers. Such investment information as is received
from brokers or dealers may be used by the Investment Manager in servicing all
of its clients (including the Funds), and it is recognized that a Fund may be
charged commission paid to a broker or dealer who supplied research services not
utilized by the Fund. However, the Investment Manager expects that each Fund
will benefit overall by such practice because it is receiving the benefit of
research services and the execution of such transactions not otherwise available
to it without the allocation of transactions based on the recognition of such
research services.

Subject to the requirement of seeking the best execution, the Investment Manager
may also place orders with brokerage firms that have sold shares of the Funds.
The Investment Manager has made and will make no commitments to place orders
with any particular broker or group of brokers. It is anticipated that a
substantial portion of all brokerage commissions will be paid to brokers who
supply investment information to the Investment Manager.

The Funds may in some instances invest in foreign and/or U.S. securities that
are not listed on a national securities exchange but are traded in the over-the-
counter market. The Funds may also purchase listed securities through the third
market or fourth market. When transactions are executed in the over-the-counter
market or the third or fourth market, the Investment Manager will seek to deal
with the counterparty that the Investment Manager believes can provide the best
execution, whether or not that counterparty is the primary market maker for that
security.

For the fiscal year ended December 31, 1997, the Large Cap Fund, Global Small
Cap Fund, Health Care Fund and Emerging Markets Fund paid in brokerage
commissions $8,344, $19,389, $12,833 and $3,913, respectively, of which 77%,
98%, 95% and 100%, respectively, was paid to firms which provided research
information. The Biotechnology Fund paid no brokerage commissions for the
fiscal year ended December 31, 1997.

For the fiscal years ended December 31, 1997 and 1996, the Technology Fund paid
in brokerage commissions $12,641 and $11,875, respectively, of which 89% and
83%, respectively, was paid to firms which provided research information.

For the fiscal years ended December 31, 1997, 1996 and 1995, the International
Fund paid in brokerage commissions $518,944, $333,597 and $207,486,
respectively, all of which was paid to firms which provided research
information.

As noted below, the Investment Manager is a wholly owned subsidiary of Dresdner
Bank AG ("Dresdner"). Dresdner Kleinwort Benson North America LLC ("Dresdner
Kleinwort Benson") and other Dresdner subsidiaries may be broker-dealers
(collectively, the "Dresdner Affiliates"). The Investment Manager believes that
it is in the best interests of the Funds to have the ability to execute
brokerage transactions, when appropriate, through the Dresdner Affiliates.
Accordingly, the Investment Manager intends to execute brokerage transactions on
behalf of the Funds through the Dresdner Affiliates, when appropriate and to the
extent consistent with applicable laws and regulations, including federal
banking laws.

In all such cases, the Dresdner Affiliates will act as agent for the Funds, and
the Investment Manager will not enter into any transaction on behalf of the
Funds in which a Dresdner Affiliate is acting as principal for its own account.
In connection with such agency transactions, the Dresdner Affiliates will
receive compensation in the form of a brokerage commissions separate from the
Investment Manager's management fee. It is the Investment Manager's policy that
such commissions be reasonable and fair when compared to the commissions
received by other brokers in connection with comparable transactions involving
similar securities and that the commissions paid to a Dresdner Affiliate be no
higher than the commissions paid to that broker by any other similar customer of
that broker who receives brokerage and research services that are similar in
scope and quality to those received by the Funds.

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<PAGE>

concurrent authorizations to purchase or sell the same security for numerous
accounts served by the Investment Manager, some of which accounts may have
investment objectives similar to those of the Fund. The objective of aggregated
transactions is to obtain favorable execution and/or lower brokerage
commissions, although there is no certainty that such objective will be
achieved. Although executing portfolio transactions in an aggregated transaction
potentially could be either advantageous or disadvantageous to any one or more
particular accounts, aggregated transactions in which a Fund participates will
be effected only when the Investment Manager believes that to do so will be in
the best interest of the Fund, and the Investment Manager is not obligated to
aggregate orders into larger transactions. These orders generally will be
averaged as to price. When such aggregated transactions occur, the objective
will be to allocate the executions in a manner which is deemed fair and
equitable to each of the accounts involved over time. In making such allocation
decisions, the Investment Manager will use its business judgment and will
consider, among other things, any or all of the following: each client's
investment objectives, guidelines, and restrictions, the size of each client's
order, the amount of investment funds available in each client's account, the
amount already committed by each client to that or similar investments, and the
structure of each client's portfolio.

----------------------------

DIRECTORS AND OFFICERS

----------------------------

The names and addresses of the Directors and officers of the Companies and their
principal occupations and certain other affiliations during the past five years
are given below. Unless otherwise specified, the address of each of the
following persons is Four Embarcadero Center, San Francisco, California 94111.

DEWITT F. BOWMAN, (67), Chairman and Director. Mr. Bowman is a Principal of
Pension Investment Consulting, with which he has been associated since February
1994. From February 1989 to January 1994, he was Chief Investment Officer for
California Public Employees Retirement System, a public pension fund. He serves
as a director of RREEF America REIT, Inc. and the Wilshire Target Funds, and as
a trustee of Brandes Investment Trust and Pacific Gas and Electric Nuclear
Decommissioning Trust.

PAMELA A. FARR, (52), Director. Ms. Farr is a partner in Best & Co. LLC, a
manufacturer and retailer of children's clothing and accessories. From 1991 to
1994, she was President of Banyan Homes, Inc., a real estate development and
construction firm; and for eight years she was a management consultant for
McKinsey & Company, where she served a variety of Fortune 500 companies in all
aspects of strategic management and organizational structure.

FRANK P. GREENE, (61), Director. Mr. Greene is a partner and portfolio manager
of Wood Island Associates, Inc., a registered investment adviser, with which he
has been associated since August 1991. From November 1987 to August 1991, he was
a Senior Vice President and Portfolio Manager of Siebel Capital Management,
Inc., a registered investment adviser.

GEORGE G.C. PARKER, (59), Director. Mr. Parker is Associate Dean for Academic
Affairs, and Director of the MBA Program and Dean Witter Professor of Finance at
the Graduate School of Business at Stanford University, with which he has been
associated since 1973. Mr. Parker has served on the Board of Directors of: the
California Casualty Group of Insurance Companies since 1977; BB&K Holdings,
Inc., a holding company for financial services companies, since 1980; H. Warshow
& Sons, Inc., a manufacturer of specialty textiles, since 1982; Zurich
Reinsurance Centre, Inc., a large reinsurance underwriter, since 1994; and
Continental Airlines, since 1996. Mr. Parker served on the Board of Directors of
the University National Bank & Trust Company from 1986 to 1995.

KENNETH E. SCOTT, (69), Director. Mr. Scott is the Ralph M. Parsons Professor of
Law and Business at Stanford Law School, with which he has been associated since
1967. He is also a director of certain registered investment

22
<PAGE>

companies managed by Benham Capital Management. Mr. Scott does not serve as a
Director of the Equity Company.

RICHARD W. INGRAM, (42), President, Treasurer and Chief Financial Officer. Mr.
Ingram is Executive Vice President and Director of Client Services and Treasury
Administration of Funds Distributor, Inc., ("FDI"), the ultimate parent of which
is Boston Institutional Group, Inc. From March 1994 to November 1995, Mr. Ingram
was Vice President and Division Manager of First Data Investor Services Group.
From 1989 to 1994, Mr. Ingram was Vice President, Assistant Treasurer and Tax
Director - Mutual Funds of The Boston Company. He is also an officer of certain
investment companies distributed or administered by FDI. His address is 60 State
Street, Suite 1300, Boston, Massachusetts 02109.

GARY S. MACDONALD, (33), Vice President and Assistant Treasurer. Mr. MacDonald
is a Vice President of FDI, with which he has been associated since November
1996. From September 1992 to November 1996, he was a Vice President of BayBanks
Investment Management/BayBanks Financial Services; and from April 1989 to
September 1992, he was an analyst at Wellington Management Company. He is also
Vice President and Assistant Treasurer of RCS. His address is 60 State Street,
Suite 1300, Boston Massachusetts 02109.

DOUGLAS C. CONROY, (29), Vice President and Assistant Treasurer. Mr. Conroy is a
Assistant Vice President and Assistant Department Manager of Treasury Services
and Administration of FDI since April 1997. Prior to April 1997, Mr. Conroy was
Supervisor of Treasury Services and Administration of FDI. From April 1993 to
January 1995, Mr. Conroy was a Senior Fund Accountant for Investors Bank & Trust
Company. From December 1991 to March 1993, Mr. Conroy was a Fund Accountant at
The Boston Company, Inc. He is also an officer of certain investment companies
distributed or administered by FDI. His address is 60 State Street, Suite 1300,
Boston, Massachusetts 02109.

KAREN JACOPPO-WOOD, (31), Assistant Secretary. Ms. Jacoppo-Wood is a Vice
President and Counsel of FDI, with which she has been associated since January
1996. From June 1994 to January 1996, she was a Manager of SEC Registration for
Scudder, Stevens & Clark, Inc. From 1988 to May 1994, she was a Senior Paralegal
at The Boston Company Advisors, Inc. She is also an officer of certain
investment companies distributed or administered by FDI. Her address is 60
State Street, Suite 1300, Boston, Massachusetts 02109.

MARY A. NELSON, (34), Assistant Treasurer. Ms. Nelson is Vice President of
Treasury Administration and Operations for FDI, with which she has been
associated since 1994. From 1989 to 1994, she was an Assistant Vice President
and Client Manager for The Boston Company. She is also an officer of certain
investment companies distributed or administered by FDI. Her address is 60 State
Street, Suite 1300, Boston, Massachusetts 02109.

Regular meetings of each Company's Board of Directors are held on a quarterly
basis. Each Company's Audit Committee, whose present members are George G.C.
Parker and Kenneth E. Scott for the Capital Company and DeWitt F. Bowman and
Frank P. Greene for the Equity Company, meets with its independent
accountants to exchange views and information and to assist the full Board in
fulfilling its responsibilities relating to corporate accounting and
reporting practices. Each Director of the Capital Company receives a fee of
$9,000 per year plus $1,500 per series for each Board meeting attended and
$500 for each Audit Committee meeting attended and each Director of the
Equity Company receive a fee of $1,000 per year plus $500 for each Board
meeting attended and $250 for each Audit Committee meeting attended. Each
Director is reimbursed for travel and other expenses incurred in connection
with attending Board meetings.

The following table sets forth the aggregate compensation paid by the Companies
for the fiscal year ended December 31, 1997, to the Directors and the aggregate
compensation paid to the Directors for service on the Board of Directors and
that of all other funds in the "Company complex" (as defined in Schedule 14A
under the Securities Exchange Act of 1934):

23
<PAGE>

Total
Compensation
Pension or from the
Retirement Companies and
Aggregate Aggregate Benefits Accrued Estimate Company
Compensation Compensation as Part of Annual Complex
from the Equity from the Capital the Companies Benefits Upon Paid to Director
Name Company Company Expenses Retirement (1)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DeWitt F. Bowman $26,000 $49,500 None N/A $75,500

Pamela A. Farr $15,750 $38,250 None N/A $54,000

Thomas S. Foley (2) $14,750 $35,250 None N/A $50,000

Frank P. Greene $16,000 $31,500 None N/A $47,500

George G.C. Parker $11,750 $23,250 None N/A $35,000

Kenneth E. Scott $0 $38,250 None N/A $38,250

</TABLE>

- ---------------------

(1) During the fiscal year ended December 31, 1997, there were nine funds in
the complex.
(2) Mr. Foley served on each Company's Board of Directors from May 1996 through
November 1997.

Each Director of the Capital Company or the Equity Company who is not an
"interested person" as that term is defined in the 1940 Act, of the Investment
Manager may elect to defer receipt of all or a portion of his or her fees for
service as a Director in accordance with the terms of a Deferred Compensation
Plan for Non-Interested Directors ("Directors' Plan"). Under the Directors'
Plan, an eligible Director may elect to have his or her deferred fees deemed
invested either in 90-day U.S. Treasury bills or, if authorized by an order of
the Securities and Exchange Commission ("Order", for which an application is
pending) or otherwise, shares of the Common Stock of the Company of which he or
she is a Director, or a combination of these options, and the amount of deferred
fees payable to such director under the Directors' Plan will be determined by
reference to the return on such deemed investments. Generally, the deferred
fees (reflecting any earnings, gains or losses thereon) become payable upon the
Director's retirement or disability. The obligation to make these payments to
the Directors of a Company pursuant to the Directors' Plan is a general
obligation of such Company. Each Fund may, to the extent permitted by the 1940
Act and the Order, invest in 90-day U.S. Treasury bills or the Common Stock of
the Capital Company and/or the Equity Company, to match its share of the
deferred compensation obligation under the Directors' Plan.

As of December 31, 1997, no Director or officer of either Company was a
beneficial owner of any shares of the outstanding Common Stock of any series of
the Companies.

------------------------------

THE INVESTMENT MANAGER

------------------------------

The Board of Directors of each Company has overall responsibility for the
operation of the such Company's Funds. Pursuant to such responsibility, the
Board of Directors has approved various contracts for designated financial
organizations to provide, among other things, day to day management services
required by the Funds. The

24
<PAGE>

Companies, on behalf of their respective Funds, have retained as the Funds'
Investment Manager Dresdner RCM Global Investors LLC, a Delaware limited
liability company with principal offices at Four Embarcadero Center, San
Francisco, California 94111. The Investment Manager is actively engaged in
providing investment supervisory services to institutional and individual
clients, and is registered under the Investment Advisers Act of 1940. The
Investment Manager was established in April 1996, as the successor to the
business and operations of RCM Capital Management, a California Limited
Partnership, which, with its predecessors, has been in operation since 1970.

The Investment Manager is a wholly owned subsidiary of Dresdner, an
international banking organization with principal executive offices located at
Gallunsanlage 7, 60041 Frankfurt, Germany. With total consolidated assets as of
December 31, 1996, of DM 561 billion ($388 billion), and approximately 1,600
offices and 45,000 employees in over 60 countries around the world, Dresdner is
one of Germany's largest banks. Dresdner provides a full range of banking
services, including traditional lending activities, mortgages, securities,
project finance and leasing, to private customers and financial and
institutional clients. In the United States, Dresdner maintains branches in New
York and Chicago and an agency in Los Angeles. As of the date of this
Prospectus, the nine members of the Board of Managers of the Investment Manager
are William L. Price (Chairman), Gerhard Eberstadt, George N. Fugelsang, Joachim
Midler, Michael J. Apatoff, Luke D. Knecht, Jeffrey S. Rudsten, William S.
Stack, and Kenneth B. Weeman, Jr.

Banking laws and regulations, including the Glass-Steagall Act as presently
interpreted by the Board of Governors of the Federal Reserve System, prohibit
certain banking entities, such as Dresdner, from sponsoring, organizing,
controlling or distributing the shares of a registered investment company
continuously engaged in the issuance of its shares, and prohibit banks generally
from underwriting securities. However, banks and their affiliates generally can
act as adviser to an investment company and can purchase shares of an investment
company as agent for and upon the order of customers. The Investment Manager
believes that it may perform the services contemplated by the investment
management agreement without violating these banking laws or regulations.
However, future changes in legal requirements relating to the permissible
activities of banks and their affiliates, as well as future interpretations of
current requirements, could prevent the Investment Manager from continuing to
perform investment management services for the Companies.

Pursuant to an agreement among RCM Limited L.P. ("RCM Limited"), the Investment
Manager, and Dresdner, RCM Limited manages, operates and makes all decisions
regarding the day-to-day business and affairs of the Investment Manager, subject
to the oversight of the Board of Managers. RCM Limited is a California limited
partnership consisting of 45 limited partners and one general partner, RCM
General Corporation, a California corporation. Twenty-four of the limited
partners of RCM Limited are also principals of the Investment Manager, and the
shareholders of RCM General. As of the date of this Prospectus, the following
persons are limited partners of RCM Limited and shareholders of RCM General:
William L. Price, Michael J. Apatoff, Eamonn F. Dolan, John D. Leland, Jr.,
Jeffrey S. Rudsten, William S. Stack, Kenneth B. Weeman, Jr., Anthony Ain, Donna
L. Avedisian, John L. Bernard, Huachen Chen, Jacqueline M. Cormier, G. Nicholas
Farwell, Joanne L. Howard, Stephen Kim, John A. Kriewall, Allan C. Martin,
Andrew H. Massie, Jr., Melody L. McDonald, Lee N. Price, Walter C. Price, Jr.,
Gary B. Sokol, Andrew C. Whitelaw, and Jeffrey J. Wiggins.

The Investment Manager provides the Funds with investment supervisory services
pursuant to Investment Management Agreements, Powers of Attorney and Service
Agreements (the "Management Agreements") dated as of June 14, 1996 for the
Technology Fund and International Fund, December 27, 1996 for the Global Small
Cap Fund, Health Care Fund and Large Cap Fund, and December 30, 1997 for the
Biotechnology Fund and Emerging Markets Fund. The Investment Manager manages
the Funds' investments, provides various administrative services, and supervises
the Funds' daily business affairs, subject to the authority of the Boards of
Directors. The Investment Manager is also the investment manager for Dresdner
RCM Growth Equity Fund and Dresdner RCM Small Cap Fund, each a series of
Dresdner RCM Capital Funds, Inc.; RCM Strategic Global Government Fund, Inc. and
The Emerging Germany Fund Inc., closed-end management investment companies; and
is sub-adviser to Bergstrom Capital Corporation, a closed-end management
investment company.

25
<PAGE>

The Management Agreements with respect to the International Fund, Technology
Fund, Global Small Cap Fund, Health Care Fund and Large Cap Fund were approved
by the stockholders of the Funds on May 28, 1996, December 30, 1996 (for Global
Small Cap Fund, Health Care Fund and Large Cap Fund), respectively, all of which
were most recently approved by the unanimous vote of the Board of Directors of
each Company on March 19, 1998. The Management Agreements with respect to the
Biotechnology and Emerging Markets Fund were approved by the initial
stockholders of each Fund as of December 30, 1997, and by the unanimous vote of
the Equity Company's Board of Directors on December 11, 1997, and will continue
in effect until December 30, 1999. A Fund's Management Agreement may be renewed
from year-to-year after its initial term, provided that any such renewals have
been specifically approved at least annually by (i) the vote of a majority of
the Fund's Board of Directors, including a majority of the Directors who are not
parties to the Management Agreement or interested persons of any such person,
cast in person at a meeting called for the purpose of voting on such approval,
or (ii) the vote of a majority (as defined in the 1940 Act) of the outstanding
voting securities of the Fund and the vote of a majority of the Directors who
are not parties to the contract or interested persons of any such party.

Each Fund has, under its respective Management Agreement, assumed the obligation
for payment of all of its ordinary operating expenses, including: (a) brokerage
and commission expenses, (b) federal, state, or local taxes incurred by, or
levied on, the Fund, (c) interest charges on borrowings, (d) charges and
expenses of the Fund's custodian, (e) investment advisory fees (including fees
payable to the Investment Manager under the Management Agreement), (f) fees
pursuant to the Fund's Rule 12b-1 plan, (g) legal and audit fees, (h) SEC and
"Blue Sky" registration expenses, and (i) compensation, if any, paid to officers
and employees of the Company who are not employees of the Investment Manager
(see DIRECTORS AND OFFICERS). The Investment Manager is responsible for all of
its own expenses in providing services to the Funds. Expenses attributable to a
Fund are charged against the assets of the Fund.

The Investment Manager has voluntarily agreed to limit each Fund's expenses as
described in the Prospectus. In subsequent years, each Fund has agreed to
reimburse the Investment Manager for any such payments to the extent that the
Fund's operating expenses are otherwise below this expense cap. This obligation
will not be recorded on the books of a Fund to the extent that the total
operating expenses of the Fund are at or above the expense cap. However, if the
total operating expenses of a Fund fall below the expense cap, the reimbursement
to the Investment Manager will be accrued by the Fund as a liability. No
amounts were paid in fiscal 1997 under this reimbursement policy.

Each Fund's Management Agreement provides that the Investment Manager will not
be liable for any error of judgment or for any loss suffered by the Fund in
connection with the matters to which the Management Agreement relates, except
for liability resulting from willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reason of the Investment Manager's
reckless disregard of its duties and obligations under the Management Agreement.
Each Company has agreed to indemnify the Investment Manager against liabilities,
costs and expenses that the Investment Manager may incur in connection with any
action, suit, investigation or other proceeding arising out of or otherwise
based on any action actually or allegedly taken or omitted to be taken by the
Investment Manager in connection with the performance of its duties or
obligations under the Management Agreement or otherwise as investment manager of
the various series of the Company. The Investment Manager is not entitled to
indemnification with respect to any liability to a Fund or its stockholders by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties, or of its reckless disregard of its duties and obligations under
the Management Agreement.

Each Management Agreement is terminable without penalty on 60 days' written
notice by a vote of the majority of the outstanding voting securities of the
Fund which is the subject of the Management Agreement, by a vote of the majority
the Board of Directors, or by the Investment Manager on 60 days' written notice
and will automatically terminate in the event of its assignment (as defined in
the 1940 Act).

26
<PAGE>

----------------------------
THE DISTRIBUTOR

----------------------------

Funds Distributor, Inc., 60 State Street, Suite 1300, Boston, Massachusetts
02109, (the "Distributor") serves as Distributor to each Fund. The Distributor
has provided mutual fund distribution services since 1976, and is a subsidiary
of Boston Institutional Group, Inc., which provides distribution and other
related services with respect to investment products.

DISTRIBUTION AGREEMENT

Pursuant to Distribution Agreements with the Capital Company and the Equity
Company, the Distributor has agreed to use its best efforts to effect sales of
shares of the Funds, but is not obligated to sell any specified number of
shares. Each Distribution Agreement contains provisions with respect to renewal
and termination similar to those in each Fund's Management Agreement discussed
above. Pursuant to the Distribution Agreements, the Companies have agreed to
indemnify the Distributor to the extent permitted by applicable law against
certain liabilities under the Securities Act of 1933 arising in connection with
the Distributor's activities on behalf of the Companies.

Each Company also has an Agreement with the Investment Manager and the
Distributor pursuant to which the Distributor has agreed to provide: regulatory,
compliance and related technical services to the Companies; services with regard
to advertising, marketing and promotional activities; and officers to the
Companies. The Investment Manager is required to reimburse the Companies for any
fees and expenses of the Distributor pursuant to the Agreements.

DISTRIBUTION PLAN

Under a plan of distribution for the Equity Company with respect to the Large
Cap Fund, Health Care Fund, Global Small Cap Fund and Biotechnology Fund (the
"Distribution Plan") adopted pursuant to Rule 12b-1 under the 1940 Act, the
Distributor incurs the expense of distributing shares of these Funds. The
Distribution Plan provides for reimbursement to the Distributor for the services
it provides, and the costs and expenses it incurs, related to marketing shares
of each such Fund. The Distributor is reimbursed for: (a) expenses incurred in
connection with advertising and marketing shares of the Fund, including but not
limited to any advertising by radio, television, newspapers, magazines,
brochures, sales literature, telemarketing or direct mail solicitations; (b)
periodic payments of fees or commissions for distribution assistance made to one
or more securities brokers, dealers or other industry professionals such as
investment advisers, accountants, estate planning firms and the Distributor
itself in respect of the average daily value of shares owned by clients of such
service organizations, and (c) expenses incurred in preparing, printing and
distributing the Fund's prospectus and statement of additional information.

The Distribution Plan continues in effect from year to year with respect to each
such Fund, provided that each such continuance is approved at least annually by
a vote of the Board of Directors of the Equity Company, including a majority
vote of the Directors who are not "interested persons" of such Company within
the meaning of the 1940 Act and have no direct or indirect financial interest in
the Plan or in any agreement related to the Plan, cast in person at a meeting
called for the purpose of voting on such continuance. The Distribution Plan may
be terminated with respect to a Fund at any time, without penalty, by the vote
of a majority of the outstanding shares of the Fund. The Distribution Plan may
not be amended to increase materially the amounts to be paid by a Fund for the
services described therein without approval by the shareholders of the Fund, and
all material amendments are required to be approved by the Board of Directors of
the Equity Company in the manner described above. The Distribution Plan will
automatically terminate in the event of its assignment.

27
<PAGE>

The Distributor may pay broker-dealers and others, out of the fees it receives
under the Distribution Plans, quarterly trail commissions of up to the following
respective percentages, on an annual basis, of the average daily net assets
attributable to shares of the Funds held in the accounts of their customers:
0.15% for the Large Cap Fund and 0.25% for the Global Small Cap Fund, Health
Care Fund and Biotechnology Fund. During fiscal year ended December 31, 1997,
no fees were paid to the Distributor pursuant to the Distribution Plans.

Pursuant to the Distribution Plans, the Board of Directors of the Equity Company
will review at least quarterly a written report of the distribution expenses
incurred on behalf of shares of the Funds by the Distributor. The report will
include an itemization of the distribution expenses and the purposes of such
expenditures. In addition, as long as the Plans remain in effect, the selection
and nomination of Directors of the Equity Company who are not "interested
persons" of the Company within the meaning of the 1940 Act will be committed to
the Directors who are not interested persons of the Company.

------------------------------

NET ASSET VALUE

------------------------------

For purposes of the computation of the net asset value of each share of each
Fund, equity securities traded on stock exchanges are valued at the last sale
price on the exchange or in the principal over-the-counter market in which such
securities are traded as of the close of regular trading on the day the
securities are being valued, unless the Board of Directors determines that such
price does not reflect the fair value of the security. In cases where
securities are traded on more than one exchange, the securities are valued on
the exchange determined by the Investment Manager to be the primary market for
the securities. If there has been no sale on such day, the security will be
valued at the closing bid price on such day. If no bid price is quoted on such
day, then the security will be valued by such method as a duly constituted
committee of the Board of Directors shall determine in good faith to reflect its
fair value. Readily marketable securities traded only in the over-the-counter
market that are not listed on the Nasdaq Stock Market or a similar foreign
reporting service will be valued at the mean bid price, or such other comparable
sources as the Board of Directors deems appropriate to reflect their fair value.
Other portfolio securities held by the Funds will be valued at current market
value, if current market quotations are readily available for such securities.
To the extent that market quotations are not readily available such securities
will be valued by whatever means a duly constituted committee of the Board of
Directors deems appropriate to reflect their fair value.

Futures contracts and related options are valued at their last sale or
settlement price as of the close of the exchange on which they are traded or, if
no sales are reported, at the mean between the last reported bid and asked
prices. All other assets of the Funds will be valued in such manner as a duly
constituted committee of the Board of Directors in good faith deems appropriate
to reflect their fair value.

Trading in securities on foreign exchanges and over-the-counter markets is
normally completed at times other than the close of regular trading on the New
York Stock Exchange. In addition, foreign securities and commodities trading may
not take place on all business days in New York, and may occur in various
foreign markets on days which are not business days in New York and on which net
asset value is not calculated. The calculation of net asset value may not take
place contemporaneously with the determination of the prices of portfolio
securities used in such calculation. Events affecting the values of portfolio
securities that occur between the time their prices are determined and the close
of the New York Stock Exchange will not be reflected in the calculation of net
asset value unless the appropriate Board of Directors determines that a
particular event would materially affect net asset value, in which case an
adjustment will be made.

Assets or liabilities initially expressed in terms of foreign currencies are
translated prior to the next determination of net asset value into U.S. dollars
at the spot exchange rates at 12:00 p.m. Eastern time or at such other rates as
the Investment Manager may determine to be appropriate in computing net asset
value.

28
<PAGE>

Debt obligations with maturities of 60 days or less are valued at amortized
cost. The Companies may use a pricing service approved by the Board of Directors
to value other debt obligations. Prices provided by such a service represent
evaluations of the mean between current bid and asked market prices, may be
determined without exclusive reliance on quoted prices, and may reflect
appropriate factors such as institution-size trading in similar groups of
securities, yield, quality, coupon rate, maturity, type of issue, individual
rating characteristics, indications of value from dealers, and other market
data. Such services may use electronic data processing techniques and/or a
matrix system to determine valuations. The procedures of such services are
reviewed periodically by the officers of the Investment Manager under the
general supervision of the Board of Directors. Short-term investments are
amortized to maturity based on their cost, adjusted for foreign exchange
translation, provided such valuations equal fair market value.

------------------------------

PURCHASE AND REDEMPTION OF SHARES

------------------------------

The price paid for purchase and redemption of shares of the Funds is based on
the net asset value per share, which is normally calculated once daily at the
close of regular trading (currently 4:00 P.M. New York time) on the New York
Stock Exchange on each day that the New York Stock Exchange is open. The New
York Stock Exchange is currently closed on weekends and on the following
holidays: New Year's Day, Washington's Birthday, Martin Luther King Jr. Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas Day. The offering price is effective for orders received by National
Financial Data Services ("NFDS") prior to the time of determination of net asset
value. Dealers are responsible for promptly transmitting purchase orders to
NFDS. Each Company reserves the right in its sole discretion to suspend the
continued offering of one or more of its Funds' shares and to reject purchase
orders in whole or in part when such rejection is in the best interests of each
such Company and its respective series.

REDEMPTION OF SHARES

Payments will be made wholly in cash unless the Board of Directors believes that
economic conditions exist which would make such a practice detrimental to the
best interests of a Fund. Under such circumstances, payment of the redemption
price could be made either in cash or in portfolio securities taken at their
value used in determining the redemption price (and, to the extent practicable,
representing a pro rata portion of each of the portfolio securities held by the
Fund), or partly in cash and partly in portfolio securities. Payment for shares
redeemed also may be made wholly or partly in the form of a pro rata portion of
each of the portfolio securities held by a Fund at the request of the redeeming
stockholder, if the Company of which it is a series believes that honoring such
request is in the best interests of such series. If payment for shares redeemed
were to be made wholly or partly in portfolio securities, brokerage costs would
be incurred by the stockholder in converting the securities to cash.

------------------------------

DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

------------------------------

29
<PAGE>

Company and will be effective as to any subsequent payment if such notice is
received by such Company prior to the record date used for determining the
stockholders entitled to such payment. Any distribution election will remain in
effect until such Company is notified by the stockholder in writing to the
contrary.

REGULATED INVESTMENT COMPANY. Each Fund has qualified and intends to continue to
qualify for treatment as a "regulated investment company" under Subchapter M of
the Code. Each Fund is treated as a separate corporation for tax purposes and
thus the provisions of the Code generally applicable to regulated investment
companies are applied separately to the Funds. In addition, net capital gains
(the excess of net long-term capital gain over net short-term capital loss), net
investment income, and operating expenses are determined separately for the
Funds. By complying with the applicable provisions of the Code, a Fund will not
be subject to federal income tax with respect to net investment income and net
realized capital gains distributed to its stockholders.

To qualify as a regulated investment company under Subchapter M, generally a
Fund must: (i) derive at least 90% of its gross income each taxable year from
dividends, interest, payments with respect to securities loans, and gains from
the sale or other disposition of stock, securities or foreign currencies and
certain other income (including gains from certain options, futures and forward
contracts), ("Income Requirement"); and (ii) diversify its holdings so that, at
the end of each fiscal quarter, (a) at least 50% of the value of the Fund's
total assets is represented by cash, cash items, U.S. Government securities,
securities of other regulated investment companies and other securities,
limited, in respect of any one issuer, to an amount not greater than 5% of the
Fund's total assets and 10% of the outstanding voting securities of such issuer,
and (b) not more than 25% of the value of its total assets is invested in the
securities of any one issuer (other than U.S. Government securities or the
securities of other regulated investment companies), or in two or more issuers
which the Fund controls and which are engaged in the same or similar trades or
businesses.

In any taxable year in which a Fund so qualifies and distributes at least 90% of
the sum of its investment company taxable income (consisting of net investment
income, the excess of net short-term capital gains over net long-term capital
losses and net gains from certain foreign currency transactions) and its net
tax-exempt interest income (if any) ("Distribution Requirement"), it will be
taxed only on that portion, if any, of such investment company taxable income
and any net capital gain that it retains. The Funds expect to so distribute all
of such income and gains on an annual basis and thus will generally avoid any
such taxation.

Even if a Fund qualifies as a "regulated investment company," it may be subject
to a federal excise tax unless it meets certain additional distribution
requirements. Under the Code, a nondeductible excise tax of 4% ("Excise Tax") is
imposed on the excess of a regulated investment company's "required
distribution" for a calendar year ending within the regulated investment
company's taxable year over the "distributed amount" for that calendar year. The
term "required distribution" means the sum of (i) 98% of ordinary income
(generally net investment income and net gains from certain foreign currency
transactions) for the calendar year, (ii) 98% of capital gain net income
(generally both long-term and short-term capital gain) for the one-year period
ending on October 31 (as though that period were the regulated investment
company's taxable year), and (iii) the sum of any untaxed, undistributed net
investment income and net capital gains of the regulated investment company for
prior periods. The term "distributed amount" generally means the sum of
(i) amounts actually distributed by a Fund from its current year's ordinary
income and capital gain net income and (ii) any amount on which a Fund pays
income tax for the year. The Funds intend to meet these distribution
requirements to avoid Excise Tax liability.

Stockholders who are subject to federal or state income or franchise taxes will
be required to pay taxes on dividend and capital gain distributions they receive
from a Fund whether paid in additional shares of the Fund or in cash. To the
extent that dividends received by a Fund would qualify for the 70% dividends-
received deduction available to corporations, the Fund must designate in a
written notice to stockholders, within 60 days after the close of the Fund's
taxable year, the amount of the Fund's dividends that would be eligible for this
treatment. In order to qualify for the dividends-received deduction with respect
to a dividend paid on Fund shares, a corporate stockholder must hold the Fund
shares for at least 45 days during the 90 day period that begins 45 days before
the shares become ex-dividend with respect to the dividend. Stockholders, such
as qualified employee benefit plans, who are exempt from federal and state
taxation generally would not have to pay income tax on dividend or capital gain
distributions.

30
<PAGE>

Prospective tax-exempt investors should consult their own tax advisers with
respect to the tax consequences of an investment in the Funds under federal,
state, and local tax laws.

WITHHOLDING. Dividends paid by a Fund to a stockholder who, as to the U.S., is a
nonresident alien individual, nonresident alien fiduciary of a trust or estate,
foreign corporation, or foreign partnership (a "foreign stockholder") generally
will be subject to U.S. withholding tax (at a rate of 30% or a lower treaty
rate, if applicable). Withholding will not apply, however, if a dividend paid by
a Fund to a foreign stockholder is "effectively connected" with the conduct of a
U.S. trade or business, in which case the reporting and withholding requirements
applicable to U.S. citizens or domestic corporations will apply. Distributions
of net capital gain to foreign stockholders who are neither U.S. resident aliens
nor engaged in a U.S. trade or business generally are not subject to withholding
or U.S. federal income tax.

FOREIGN CURRENCY, OPTIONS, FUTURES AND FORWARD CONTRACTS. Gains from the sale
or other disposition of foreign currencies (except certain gains therefrom that
may be excluded by future regulations), and gains from options, futures, and
forward contracts derived by a Fund with respect to its business of investing in
securities of foreign currencies, will qualify as permissible income under the
Income Requirement.

SECTION 1256 CONTRACTS. Many of the options, futures contracts and forward
contracts entered into by the Funds are "Section 1256 contracts." Any gains or
losses realized on Section 1256 contracts are generally considered 60% long-term
and 40% short-term capital gains or losses, although certain foreign currency
gains and losses from such contracts may be treated as ordinary income in
character. Section 1256 contracts held by a Fund at the end of each taxable year
(and, for purposes of the Excise Tax, on October 31 or such other dates as
prescribed under the Code), other than Section 1256 contracts that are part of a
"mixed straddle" with respect to which a Fund has made an election not to have
the following rules apply, must be "marked-to-market" (that is, treated as sold
for their fair market value) for federal income tax purposes, with the result
that unrealized gains or losses are treated as though they were realized. As of
the date of this Statement of Additional Information, it is not entirely clear
whether the 60% portion of gains on Section 1256 contracts that is treated as
long-term capital gain will qualify for the reduced maximum tax rates on net
capital gain enacted by the Taxpayer Relief Act of 1997 -- 20% (10% for
taxpayers in the 15% marginal tax bracket) for gain recognized on capital assets
held for more than 18 months -- instead of the 28% rate in effect before that
legislation, which now applies to gain recognized on capital assets held for
more than one year but not more than 18 months, although proposed technical
corrections legislation would do so.

STRADDLE RULES. Generally, the hedging transactions and other transactions in
options, futures and forward contracts undertaken by the Funds may result in
"straddles" for U.S. federal income tax purposes. The straddle rules may affect
the amount, character and timing of recognition of gains or losses realized by a
Fund. In addition, losses realized by a Fund on positions that are part of a
straddle position may be deferred under the straddle rules, rather than being
taken into account for the taxable year in which these losses are realized.
Because limited regulations implementing the straddle rules have been
promulgated, the tax consequences of hedging transactions and options, futures
and forward contracts to the Funds are not entirely clear.

Hedging transactions may increase the amount of short-term capital gain realized
by a Fund, which is taxed as ordinary income when distributed to stockholders. A
Fund may make one or more elections available under the Code which are
applicable to straddle positions. If a Fund makes any of the elections, the
amount, character and timing of the recognition of gains or losses from the
affected straddle positions will be determined under rules that vary according
to elections made. The rules applicable under certain elections operate to
accelerate the recognition of gains or losses from the affected straddle
positions. Because the application of the straddle rules may affect the
character of gains or losses, defer losses and/or accelerate the recognition of
gains or losses from the affected straddle positions, the amount which must be
distributed to stockholders, and which will be taxed to stockholders as ordinary
income or long-term capital gain, may be increased or decreased substantially as
compared to a fund that did not engage in such hedging transactions.

SECTION 988 GAINS AND LOSSES. Under the Code, gains or losses attributable to
fluctuations in exchange rates which occur between the time a Fund accrues
interest or other receivables, or accrues expenses or other liabilities,

31
<PAGE>

denominated in a foreign currency and the time the Fund actually collects such
receivables or pays such liabilities, generally are treated as ordinary income
or loss. Similarly, on the disposition of debt securities denominated in foreign
currency and on the disposition of certain future contracts, forward contracts
and options, gains or losses attributable to fluctuation in the value of foreign
currency between the date of acquisition of the debt security, contract or
option and the date of disposition thereof are also treated as ordinary gain or
loss. These gains or losses, referred to under the Code as "Section 988" gains
or losses, may increase or decrease the amount of a Fund's investment company
taxable income to be distributed to stockholders as ordinary income.

FOREIGN TAXES. A Fund may be required to pay withholding and other taxes imposed
by foreign countries which would reduce the Fund's investment income, generally
at rates from 10% to 40%. Tax conventions between certain countries and the
United States may reduce or eliminate such taxes. If more than 50% of the value
of a Fund's total assets at the close of its taxable year consists of securities
of foreign corporations, the Fund will be eligible to elect to "pass-through" to
the Fund's stockholders the amount of foreign income and similar taxes paid by
the Fund. If this election is made, stockholders generally subject to tax will
be required to include in gross income (in addition to taxable dividends
actually received) their pro rata shares of the foreign income taxes paid by the
Fund, and may be entitled either to deduct (as an itemized deduction) their pro
rata shares of foreign taxes in computing their taxable income or to use such
amount (subject to limitations) as a foreign tax credit against their U.S.
federal income tax liability. No deduction for foreign taxes may be claimed by a
stockholder who does not itemize deductions. Each stockholder will be notified
within 60 days after the close of a Fund's taxable year whether the foreign
taxes paid by the Fund will be "passed-through" for that year.

The foregoing is a general abbreviated summary of present U.S. federal income
tax laws applicable to the Funds, their stockholders and dividend and capital
gain distributions by the Funds. Stockholders are urged to consult their own tax
advisers for more detailed information and for information regarding any
foreign, state, and local tax laws and regulations applicable to dividends and
other distributions received from the Funds.

------------------------------

INVESTMENT RESULTS

------------------------------

Average annual total return ("T") of a Fund is calculated as follows: an initial
hypothetical investment of $1,000 ("P") is divided by the net asset value of
shares of the Fund as of the first day of the period in order to determine the
initial number of shares purchased. Subsequent dividend and capital gain
distributions by a Fund are paid at net asset value on the payment date
determined by the Board of Directors. The sum of the initial shares purchased
and shares acquired through distributions is multiplied by the net asset value
per share of the Fund as of the end of the period ("n") to determine ending
redeemable value ("ERV"). The ending value divided by the initial investment
converted to a percentage equals total return. The formula thus used, as
required by the SEC, is:
n
P(1+T) = ERV

The resulting percentage indicates the positive or negative investment results
that an investor would have experienced from reinvested dividend and capital
gain distributions and changes in share price during the period.

This formula reflects the following assumptions: (i) all share sales at net
asset value, without a sales load reduction from the $1,000 initial investment;
(ii) reinvestment of dividends and distributions at net asset value on the
reinvestment date determined by the Board of Directors; and (iii) complete
redemption at the end of any period illustrated. Total return may be calculated
for one year, five years, ten years, and for other periods, and will typically
be updated on a quarterly basis. The average annual compound rate of return over
various periods may also be computed by utilizing ending values as determined
above.

32
<PAGE>

Average annual total returns of the Large Cap Fund, Global Small Cap Fund and
Health Care Fund for the one year period ended December 31, 1997 were 31.99%,
25.48% and 30.00%, respectively. Average annual total returns of the Technology
Fund for the one year period ended December 31, 1997, and since inception, were
27.08% and 26.84%, respectively. Average annual total returns for the
International Fund for the one year period ended December 31, 1997, the Fund's
first public offering, and since inception, were 17.93%, 19.99% and 18.36%,
respectively.

In addition, in order to more completely represent a Fund's performance or more
accurately compare such performance to other measures of investment return, a
Fund also may include in advertisements and stockholder reports other total
return performance data based on time-weighted, monthly-linked total returns
computed on the percentage change of the month end net asset value of the Fund
after allowing for the effect of any cash additions and withdrawals recorded
during the month. Returns may be quoted for the same or different periods as
those for which average total return is quoted. A Fund's investment results will
vary from time to time depending upon market conditions, the composition of the
Fund's portfolio, and operating expenses, so that any investment results
reported should not be considered representative of what an investment in the
Fund may earn in any future period. These factors and possible differences in
calculation methods should be considered when comparing a Fund's investment
results with those published for other investment companies, other investment
vehicles and unmanaged indices. Results also should be considered relative to
the risks associated with a Fund's investment objective and policies.

The Large Cap Fund may from time to time compare its investment results with the
following:

1. The S&P 500 Composite Index.

2. Data and mutual fund rankings published or prepared by Lipper Analytical
Services, Inc. and Morningstar, which rank mutual funds by overall
performance, investment objectives, and assets.

The Global Small Cap Fund and Health Care Fund may from time to time compare its
investment results with the following:

1. The S&P 500 Index.

2. The Russell Midcap Index.

3. Data and mutual fund rankings published by Lipper Analytical Services, Inc.
and Morningstar, which rank mutual funds by overall performance, investment
objectives, and assets.

The Technology Fund may from time to time compare its investment results with
the following:

1. The S&P 500 Index.

2. The Russell Midcap Index.

3. The Lipper Science & Technology Fund Index.

4. The Hambrecht & Quist Technology Index.

5. Data and mutual fund rankings published or prepared by Lipper Analytical
Services, Inc. and Morningstar, which rank mutual funds by overall
performance, investment objectives and assets.

The Biotechnology Fund may from time to time compare its investment results with
the following:

1. The American Stock Exchange Biotechnology Index.

2. The Russell 2000 Index.

33
<PAGE>

3. Data and mutual fund rankings published or prepared by Lipper Analytical
Services, Inc. and Morningstar, which rank mutual funds by overall
performance, investment objectives, and assets.

The International Fund may from time to time compare its investment results with
the following:

1. The MSCI EAFE Market Capitalization-Weighted Index.

2. The MSCI All Country World Free Ex-U.S. Index.

3. The S&P 500 Index.

4. Data and mutual fund rankings published or prepared by Lipper Analytical
Services, Inc. and Morningstar, which rank mutual funds by overall
performance, investment objectives, and assets.

The Emerging Markets Fund may from time to time compare its investment results
with the following:

1. The IFC Index of Investable Emerging Markets.

2. The MSCI Emerging Markets Free Index.

3. The S&P 500 Index.

4. Data and mutual fund rankings published or prepared by Lipper Analytical
Services, Inc. and Morningstar, which rank mutual funds by overall
performance, investment objectives, and assets.

------------------------------

DESCRIPTION OF CAPITAL SHARES

------------------------------

Stockholders are entitled to one vote for each full share held and fractional
votes for fractional shares held. Unless otherwise provided by law or Articles
of Incorporation or Bylaws, each Company generally may take or authorize any
action upon the favorable vote of the holders of more than 50% of the
outstanding shares of the Company.

As of the March 31, 1998, there were 401,964.975 shares of the Large Cap Fund
outstanding, 402,645.995 shares of the Global Small Cap Fund outstanding,
530,156.449 shares of the Technology Fund outstanding, 400,865.415 shares of the
Health Care Fund outstanding, 301,379.147 shares of the Biotechnology Fund
outstanding, 789,683.248 shares of the International Fund outstanding and
300,011.000 shares of the Emerging Markets Fund outstanding. On that date the
following were known to the Companies to own of record more than 5% of the
Funds' capital stock:

34
<PAGE>

Name and Address of
BENEFICIAL OWNER SHARES HELD % SHARES OUTSTANDING
- ---------------- ----------- --------------------
<S> <C> <C>
LARGE CAP FUND

Clients of 400,000 99.5%
Dresdner Bank AG/Investment
Management
Institutional Asset Management
Division
Jurgen-Ponto-Platz
60301 Frankfurt
Germany

GLOBAL SMALL CAP FUND

Clients of 400,000 99.3%
Dresdner Bank AG/Investment
Management
Institutional Asset Management
Division
Jurgen-Ponto-Platz
60301 Frankfurt
Germany

TECHNOLOGY FUND

RCM Capital Management 186,619 35.2%
Profit Sharing Plan
Four Embarcadero Center
San Francisco, CA 94111

Walter C. Price 105,326 19.9%
c/o Dresdner RCM Global Investors
Four Embarcadero Center
San Francisco, CA 94111

Chen Family Trust 27,184 5.1%
c/o Dresdner RCM Global Investors
Four Embarcadero Center
San Francisco, CA 94111

HEALTH CARE FUND

Clients of 400,000 99.8%
Dresdner Bank AG/Investment
Management
Institutional Asset Management
Division
Jurgen-Ponto-Platz
60301 Frankfurt
Germany

</TABLE>

35
<PAGE>

<TABLE>
<S> <C> <C>
BIOTECHNOLOGY FUND

Clients of 400,000 99.5%
Dresdner Bank AG/Investment
Management
Institutional Asset Management
Division
Jurgen-Ponto-Platz
60301 Frankfurt
Germany

INTERNATIONAL FUND

The Pension Plan for Salaried 3,029,700 38.6%
Employees of Travelers Insurance
Company and Its Affiliates
388 Greenwich Street
New York, NY 10013

JM Family Enterprises, Inc. 1,495,495 19.1%
100 NW 12th Avenue
Deerfield Beach, FL 33442

General Mills Inc. 802,237 10.2%
c/o State Street Bank and Trust Company
P.O. Box 1992
Boston, MA 02105-1992

The Lurie Company 532,480 6.8%
555 California Street, Suite 1500
San Francisco, CA 94104

EMERGING MARKETS FUND

Clients of 300,000 100%
Dresdner Bank AG/Investment
Management
Institutional Asset Management
Division
Jurgen-Ponto-Platz
60301 Frankfurt
Germany

</TABLE>

36
<PAGE>

------------------------------

ADDITIONAL INFORMATION

-----------------------------

COUNSEL

Certain legal matters in connection with the capital shares offered by the
Prospectus have been passed upon for the Fund by Paul, Hastings, Janofsky &
Walker LLP, 555 South Flower Street, Los Angeles, California 90071. The validity
of the capital stock offered by the International Fund has been passed upon by
Morrison & Foerster, 425 Market Street, San Francisco, California 94105 and by
Venable, Baetjer and Howard, LLP, 1800 Mercantile Bank & Trust Building, 2
Hopkins Plaza, Baltimore, Maryland 21201 for each of the other Funds. Paul,
Hastings, Janofsky & Walker LLP has acted and will continue to act as counsel to
the Investment Manager in various matters.

INDEPENDENT ACCOUNTANTS

Coopers & Lybrand L.L.P., One Post Office Square, Boston, Massachusetts 02109,
have been appointed as independent auditors for each Company.

LICENSE AGREEMENT

Under License Agreements dated as of December 11, 1997, the Investment Manager
has granted each Company the right to use the "Dresdner RCM" name and has
reserved the right to withdraw its consent to the use of such name by the
Company at any time, or to grant the use of such name to any other company. In
addition, each Company has granted the Investment Manager, under certain
conditions, the right to use any other name it might assume in the future, with
respect to any other investment company sponsored by the Investment Manager.

YEAR 2000

The services provided by the Funds' Investment Manager, Distributor, Custodians
and other service providers depend on the proper functioning of their computer
systems. Certain of these systems will require updating or replacement prior to
the year 2000 to avoid errors when storing dates and making date-related
calculations. The Funds understand that these firms (and their important
vendors and business partners) are taking steps reasonably designed to prepare
their computer systems for the 21st century. However, there can be no assurance
that these steps will be sufficient to avoid any adverse impact on any one of
the Funds.

FINANCIAL STATEMENTS

Incorporated by reference herein are the financial statements of the Funds
contained in the Funds' Annual Reports to Shareholders for the year ended
December 31, 1997, including the Report of Independent Accountants, dated
February 20, 1998, the Statement of Investments in Securities and Net Assets,
the Statement of Assets and Liabilities, the Statement of Operations, the
Statement of Changes in Net Assets, and the related Notes to Financial
Statements. Information pertaining to the Biotechnology Fund and Emerging
Markets Fund cover the period from December 30, 1997 (commencement of
operations) through December 31, 1997. Copies of the Funds' Annual and
Semi-Annual Reports to Shareholders will be available, upon request, by
calling (800) 726-7240, or by writing to Four Embarcadero Center, San
Francisco, California 94111.

REGISTRATION STATEMENT

The Funds' Prospectus and this Statement of Additional Information do not
contain all of the information set forth in each Company's registration
statement and related forms as filed with the SEC, certain portions of which are

37
<PAGE>

omitted in accordance with rules and regulations of the SEC. Each registration
statement and related forms may be inspected at the Public Reference Room of the
SEC at Room 1024, 450 5th Street, N.W., Judiciary Plaza, Washington, D.C. 20549,
and copies thereof may be obtained from the SEC at prescribed rates. It is also
available on the SEC's Internet Web site at http://www.sec.gov.

Statements contained in the Prospectus or this Statement of Additional
Information as to the contents of any contract or other document referred to
herein or in the Prospectus are not necessarily complete, and, in each instance,
reference is made to the copy of such contract or other document filed as an
exhibit to each Company's registration statement, each such statement being
qualified in all respects by such reference.

38
<PAGE>

Dresdner RCM Global Funds, Inc.
Four Embarcadero Center
San Francisco, California 94111
(800) 726-7240

Dresdner RCM Tax Managed Growth Fund
Dresdner RCM Global Equity Fund
Dresdner RCM Strategic Income Fund

Dresdner RCM Global Funds, Inc. (the "Global Funds" or the "Company")
(formerly known as Dresdner RCM Equity Funds, Inc.) is a professionally managed,
no-load, open-end management investment company. The Company currently consists
of a number of distinct portfolios with separate investment objectives and
strategies. Information about three of the portfolios (each a "Fund" and
collectively, the "Funds"), including the investment objectives of each Fund,
the types of securities in which each Fund may invest, and the applicable
investment policies and restrictions for each Fund, is set forth in this
Prospectus.

This Prospectus sets forth concisely the information about the Funds that
prospective investors should know before investing. Investors should read this
document and retain it for future use. A Statement of Additional Information
("SAI") for the Funds dated December 31, 1998 has been filed with the Securities
and Exchange Commission ("SEC") and is incorporated by reference into this
Prospectus. The SAI may be obtained, without charge, by writing or calling the
Company at the address or telephone number set forth above.

Shares of the Funds are not deposits, obligations of, or endorsed or
guaranteed in any way by Dresdner Bank AG or any other depository institution.
Shares of the Funds are not insured by the Federal Deposit Insurance
Corporation, or any other agency, and are subject to investment risks, including
possible loss of the principal amount invested.

The Dresdner RCM Strategic Income Fund may invest a significant portion of
its assets in debt securities rated below investment grade, sometimes referred
to as high-yield debt securities or "junk bonds." These securities carry
greater risk, such as the risk of default, than higher-rated debt securities.
For further details, please refer to the section entitled "Investment and Risk
Considerations" beginning on page 16.

The date of this Prospectus is December 31, 1998

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
Overview 3

Summary of Fees and Expenses 4

The Dresdner RCM Global Funds 6

Investment Policies 8

Investment and Risk Considerations 16

Organization and Management 21

How to Purchase Shares 25

Stockholder Services 27

Redemption of Shares 29

Dividends, Distributions and Taxes 31

General Information 33

Appendix A 34
</TABLE>

No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offer contained in this Prospectus and, if given or made, such information
or representations must not be relied upon as having been authorized by the
Company. This Prospectus is not an offer to sell or a solicitation of an offer
to buy any of the securities offered hereby in any jurisdiction or to any person
to whom it is unlawful to make such offer or solicitation.

<PAGE>

OVERVIEW

The Funds, each of which offers a Non-Institutional Class ("Class N") and
an Institutional Class ("Class I") of shares, are designed to provide investors
with the opportunity to develop an investment program across a broad range of
financial markets and sectors. Each Fund has its own investment objective,
policies and associated risks. One or more of the Funds may be an appropriate
part of your overall investment strategy. Consider your investment goals, your
time horizon for achieving them, and your tolerance for risk. As with any
mutual fund, there is no assurance that any of the Funds will achieve its
investment objective.

This summary is designed to provide a brief overview of each of the Funds.
A more detailed discussion of each Fund's objective and investment policies can
be found in the sections entitled "Dresdner RCM Global Funds" and "Investment
Policies" beginning on pages 6 and 8, respectively.

Each Fund is managed by Dresdner RCM Global Investors LLC ("Dresdner RCM"
or the "Investment Manager"). Dresdner RCM is an investment adviser registered
with the Securities and Exchange Commission with principal offices in San
Francisco, California. Dresdner RCM, together with its predecessors, have over
25 years of experience in the investment advisory business. Dresdner RCM,
together with its affiliates, currently provides investment management services
to institutional and individual clients and registered investment companies with
aggregate assets in excess of $60 billion.

The investment objective of the Dresdner RCM Tax Managed Growth Fund and
the Dresdner RCM Global Equity Fund is long-term appreciation of capital.
Current income is considered only as part of total return and is not emphasized.
The Dresdner RCM Tax Managed Growth Fund also considers the impact of capital
gains taxes on investors' returns.

DRESDNER RCM TAX MANAGED GROWTH FUND invests primarily in a diversified
portfolio of equity and equity-related securities of U.S. companies of all sizes
which the Investment Manager believes have superior earnings growth potential.

DRESDNER RCM GLOBAL EQUITY FUND invests primarily in a diversified
portfolio of equity and equity-related securities of domestic and foreign
companies of all sizes.

The investment objective of the Strategic Income Fund is current income,
with capital appreciation as a secondary objective.

DRESDNER RCM STRATEGIC INCOME FUND invests primarily in a diversified
portfolio of U.S. and foreign debt securities, including securities rated below
investment grade.

<PAGE>

SUMMARY OF FEES AND EXPENSES

The following information is designed to help you understand various costs
and expenses of each Fund that you as an investor may bear directly or
indirectly. Information about all of the Funds is based on their expected
expenses for their first full year of operation. Actual expenses and returns may
be greater or less than those shown below.

SHAREHOLDER TRANSACTION EXPENSES
(applicable to each Fund)

<TABLE>
<S> <C>
Sales load imposed on purchases None
Sales load imposed on reinvested dividends None
Deferred sales charges on redemptions None
Redemption Fee None (1)
Exchange Fee None
</TABLE>

(1) There is a 1.00% redemption fee charged to shareholders of the Dresdner
RCM Tax Managed Growth Fund for redemptions made within the first year
of purchase.

ANNUAL OPERATING EXPENSES (expressed as a percentage of average net assets)

OTHER TOTAL
MANAGEMENT FEE 12B-1 FEE EXPENSES (2) EXPENSES (2)
-------------- --------- --------------- -----------
(after expense
reimbursements)
<S> <C> <C> <C> <C>
Non-Institutional Shares - Class N
- ----------------------------------
Tax Managed Growth 0.75% 0.25% 0.50% 1.50%
Global Equity 0.75% 0.25% 0.50% 1.50%
Strategic Income 0.75% 0.25% 0.50% 1.50%

Institutional Shares - Class I
- ------------------------------
Tax Managed Growth 0.75% - 0.50% 1.25%
Global Equity 0.75% - 0.50% 1.25%
Strategic Income 0.75% - 0.50% 1.25%
</TABLE>

(2) The Investment Manager has agreed, until at least December 31, 1999, to
pay each Fund, on behalf of its Class N and Class I shares, the amounts,
if any, by which ordinary operating expenses of the Company attributable
to such class for each quarter (except interest, taxes and extraordinary
expenses) exceed its annualized total expense ratio noted above as a
percentage of its average daily net assets. In subsequent years, each
Fund, on behalf of its Class N and Class I shares, will reimburse the
Investment Manager for any such payments during a five year period to
the extent that such class's operating expenses are otherwise below the
expense cap. Other expenses and total operating expenses for the first
year of operation for each Fund's Class N and Class I shares, without
expense reduction, are estimated to be as follows:

<TABLE>
<CAPTION>
OTHER EXPENSES TOTAL EXPENSES
-------------- --------------
<S> <C> <C>
Non-Institutional Shares - Class N
----------------------------------
Tax Managed Growth 1.15% 1.90%
Global Equity 1.18% 1.93%
Strategic Income 1.15% 1.90%

<CAPTION>
OTHER EXPENSES TOTAL EXPENSES
-------------- --------------
<S> <C> <C>
Institutional Shares - Class I
------------------------------
Tax Managed Growth 0.90% 1.65%
Global Equity 0.93% 1.68%
Strategic Income 0.90% 1.65%
</TABLE>

<PAGE>

EXAMPLE

The following tables illustrate the expenses you as a stockholder would pay on a
$1,000 investment over various time periods assuming (1) a 5% annual return (2)
expenses as set forth above and (3) redemption at the end of each time period.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Non-Institutional Shares - Class N
- ----------------------------------

Tax Managed Growth $15 $47
Global Equity 15 47
Strategic Income 15 47

Institutional Shares - Class I
- ------------------------------

Tax Managed Growth $13 $40
Global Equity 13 40
Strategic Income 13 40
</TABLE>

These examples should not be considered as representations of past or future
returns or expenses, which may be more or less than those shown.

<PAGE>

THE DRESDNER RCM GLOBAL FUNDS

Dresdner RCM Tax Managed Growth Fund
Dresdner RCM Global Equity Fund
Dresdner RCM Strategic Income Fund

The following section describes the goals and strategies for the
Dresdner RCM Global Funds offered pursuant to this Prospectus. An investment
in any one of the Funds is subject to a variety of risks. For a detailed
description of the risks associated with an investment in any one of the
Funds, refer to the sections entitled "Investment Policies" and "Investment
and Risk Considerations" beginning on pages 8 and 16, respectively. Please
read these sections carefully before investing.

The Global Funds also offer, pursuant to a separate prospectus, the
following funds: Dresdner RCM Large Cap Growth Fund; Dresdner RCM Global
Small Cap Fund; Dresdner RCM Global Technology Fund; Dresdner RCM Global
Health Care Fund; Dresdner RCM Biotechnology Fund and Dresdner RCM Emerging
Markets Fund. The International Growth Equity Fund, offered by the Dresdner
RCM Capital Funds, Inc., is also included in the same prospectus. For a copy
of the most recent prospectus, please write or call the Company at the
address or telephone number set forth on the front page of this Prospectus.

DRESDNER RCM TAX MANAGED GROWTH FUND - GOAL AND STRATEGY

Dresdner RCM Tax Managed Growth Fund (the "Tax Managed Growth Fund")
seeks long-term capital appreciation by investing in a broadly diversified
portfolio of equity and equity-related securities of U.S. companies while
seeking to enhance the after-tax returns of its stockholders. The Fund
invests primarily in companies the Investment Manager believes have superior
earnings growth potential.

In pursuit of its investment objective, the Fund may invest up to 25% of
its total assets in equity and equity-related securities of foreign
companies. Under normal market conditions, the Fund will not invest more than
10% of its total assets in securities of issuers that are organized or
headquartered in any one foreign country. The Fund may also invest up to 5%
of its total assets in securities of companies organized or headquartered in
emerging market countries, all of which may be invested in securities of
issuers organized or headquartered in any one emerging market country.

The Fund may invest in companies of any size, which may range from
larger well-established issuers to smaller emerging growth companies.
However, the Investment Manager currently does not intend to invest more than
20% of the Fund's total assets in securities of companies with market
capitalizations below $500 million at the time of purchase. The Fund may also
invest up to 10% of its total assets in investment grade U.S. and foreign
debt securities.

While long-term capital appreciation is the Fund's primary
objective, the Investment Manager may use certain investment techniques
designed to reduce capital gains distributions to shareholders in an effort
to maximize after-tax total return. These techniques may include, among
others, holding securities long enough to avoid higher, short-term capital
gains taxes, selling shares with a higher cost basis first, and selling
securities that have declined in value to offset past or future gains
realized on the sale of other securities. Such techniques will not
completely eliminate taxable distributions by the Fund. As a result of such
techniques, the Investment Manager may take different actions than it would
take if reduction of taxable distributions were not an important
consideration.

<PAGE>

DRESDNER RCM GLOBAL EQUITY FUND - GOAL AND STRATEGY

Dresdner RCM Global Equity Fund (the "Global Equity Fund") seeks
long-term appreciation of capital by investing primarily in a diversified
portfolio of equity and equity-related securities of U.S. and foreign
companies. Under normal market conditions, as a fundamental policy which
cannot be changed without stockholder approval, the Fund invests at least 65%
of its total assets in the equity securities of issuers located in at least
three different countries, including the United States. In pursuit of its
investment objective, the Fund may invest in companies of any size, which may
range from larger well-established issuers to smaller emerging growth
companies.

The Fund may invest up to 30% of its total assets in securities of
companies organized or headquartered in emerging market countries; however,
the Fund will not invest more than 10% of its total assets in securities of
issuers organized or headquartered in any one emerging market country. The
Fund may also invest up to 10% of its total assets in U.S. and foreign debt
securities, including securities rated below investment grade. Debt
securities rated below investment grade involve greater risk of default or
price declines than investment grade debt securities. Further information
regarding investment ratings is included in Appendix A.

DRESDNER RCM STRATEGIC INCOME FUND - GOAL AND STRATEGY

Dresdner RCM Strategic Income Fund (the "Strategic Income Fund") seeks
current income by investing primarily in a diversified portfolio of debt
securities of issuers in both U.S. and foreign markets, including emerging
markets. Capital appreciation is a secondary investment objective.

The Fund seeks to diversify its portfolio by allocating its assets
across the following categories: (i) investment grade U.S. and foreign
government debt securities; (ii) investment grade U.S. and foreign corporate
debt securities; (iii) emerging market debt securities; and (iv) U.S. and
foreign debt securities rated below investment grade. The Fund's allocation
of investments among these categories is based on the Investment Manager's
evaluation of expected performance and risk of each type of investment. The
Fund may invest all of its assets in any one category if, in the opinion of
the Investment Manager, an opportunity exists to generate higher income
without undue risk to principal. There is no current limitation on the level
of the Fund's investment in any one foreign country. Debt securities rated
below investment grade involve greater risk of default or price declines than
investment grade debt securities. Further information regarding investment
ratings is included in Appendix A.

The Fund's investments may be denominated in various currencies
including U.S. dollars, foreign currencies and multinational currencies such
as the Euro. The Fund's debt securities may be of any maturity. The Fund may
also invest up to 10% of its total assets in equity and equity-related
securities of U.S. and foreign issuers.

<PAGE>

INVESTMENT POLICIES

HOW DO THE FUNDS SELECT PORTFOLIO SECURITIES?

EQUITY PHILOSOPHY

In making investments in equity securities, the Investment Manager seeks
to identify companies that it expects to have higher-than-average rates of
growth and strong potential for capital appreciation relative to downside
exposure. The Investment Manager may also consider for investment, companies
that are not traditionally considered to be growth companies, such as
emerging growth companies and cyclical and semi-cyclical companies in
developing economies, if it believes that such companies have above-average
growth potential.

In determining whether it believes that securities of particular issuers
have the potential for capital appreciation, the Investment Manager evaluates
the fundamental value of each enterprise, as well as its prospects for
growth. In most cases, these companies have one or more of the following
characteristics: superior management; strong balance sheets; differentiated
or superior products or services; substantial capacity for growth in revenue,
through either an expanding market or through expanding market share; strong
commitment to research and development; and a steady stream of new products
or services. Because current income is not the focus of the Tax Managed
Growth Fund or the Global Equity Fund, they do not restrict their investments
in equity and equity-related securities to those issuers with a record of
dividend payments.

In evaluating particular equity and equity-related foreign investment
opportunities, the Investment Manager may consider, in addition to the
factors described above, the anticipated economic growth rate, the political
outlook, the anticipated inflation rate, the currency outlook, and the
interest rate environment for the country and the region in which a
particular company is located, as well as other factors it deems relevant.

FIXED-INCOME PHILOSOPHY

The Investment Manager's fixed-income philosophy focuses on a top-down
investment process that begins with the development of an economic outlook.
Data on economic sectors and industries, in conjunction with analysis of
monetary and fiscal policy within the context of the business cycle, underlie
the analysis of the investment environment. Total rates of return are
projected for bond market sectors under various market scenarios that
incorporate potential interest rate shifts over a specified time period.
Market sectors and maturity ranges that offer optimal risk/reward tradeoffs
are overweighted relative to the broad market benchmark.

In evaluating individual investment opportunities, the Investment
Manager employs a variety of proprietary and vendor systems that provide
analytical tools and information and trade management in support of its
selection process.

WHAT ARE EQUITY AND EQUITY-RELATED SECURITIES?

Equity and equity-related securities include common stock, preferred
stock, convertible preferred stock, convertible debt obligations, warrants or
other rights to acquire stock, and options on stock and stock indices. In
addition, equity and equity-related securities may include securities sold in
the form of depositary receipts and securities issued by other investment
companies. The Tax Managed Growth Fund and Global Equity Fund intend to
invest primarily in common stock.

<PAGE>

WHAT ARE DEBT SECURITIES?

Debt securities include bonds and other debt instruments used by issuers
to borrow money from investors. The issuer generally pays the investor a
fixed, variable, or floating rate of interest, and must repay the amount
borrowed at maturity. Some debt securities, such as zero coupon bonds, do
not pay current interest, but are sold at a discount from their face values.

In general, debt securities held by a Fund will be treated as investment
grade if they are rated by at least one major rating agency in one of its top
four rating categories at the time of purchase or, if unrated, are determined
by the Investment Manager to be of comparable quality. Investment grade means
the issuer of the security is believed to have adequate capacity to pay
interest and repay principal, although certain of such securities in the
lower grades have speculative characteristics, and changes in economic
conditions or other circumstances may be more likely to lead to a weakened
capacity to pay interest and principal than would be the case with higher
rated securities.

BELOW INVESTMENT GRADE DEBT SECURITIES

Below investment grade debt securities which may be held by the Global
Equity Fund and Strategic Income Fund will be rated at least B by Standard &
Poor's, an equivalent rating by another recognized rating agency or, if
unrated, judged by the Investment Manager to be of comparable quality. Such
securities are predominantly speculative with respect to the issuer's
capacity to meet required principal and interest payments. Further
information regarding investment ratings is located in Appendix A.

U.S. GOVERNMENT SECURITIES

U.S. Government Securities are high-quality debt instruments issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of the
U.S. Government. Not all U.S. Government securities are backed by the full
faith and credit of the United States. For example, securities such as those
issued by the Federal National Mortgage Association ("FNMA") are supported by
the instrumentality's right to borrow money from the U.S. Treasury under
certain circumstances. Securities such as those issued by the Federal Farm
Credit Banks Funding Corporation are supported only by the credit of the
entity that issued them.

MORTGAGE-RELATED SECURITIES

Mortgage-related securities are securities that directly or indirectly
represent a participation in, or are secured by or payable from, mortgage
loans secured by real or commercial property, and include pass-through
securities, collateralized mortgage obligations ("CMOs"), real estate
mortgage conduits ("REMICS"), and adjustable rate mortgage securities
("ARMS"). There are currently three basic types of mortgage-related
securities: (i) those issued or guaranteed by the U.S. Government or one of
its agencies or instrumentalities such as the Government National Mortgage
Association ("GNMA"); (ii) those issued by private issuers which represent an
interest in or are collateralized by mortgage-related securities issued or
guaranteed by the U.S. Government or one of its agencies or
instrumentalities; and (iii) those issued by private issuers which represent
an interest in or are collateralized by whole mortgage loans or
mortgage-related securities without a government guarantee.

<PAGE>

ASSET-BACKED SECURITIES

Asset-backed securities represent undivided fractional interests in a
trust with assets consisting of a pool of domestic loans such as motor
vehicle retail installment sales contracts or credit card receivables.
Payments are typically made monthly, consisting of both principal and
interest payments. Although generally rated AAA, it is possible that the
securities could become illiquid or experience losses if guarantors or
insurers default.

WHAT KINDS OF FOREIGN SECURITIES WILL THE FUNDS INVEST IN?

Each Fund may invest in foreign equity and equity-related securities.
The types of foreign equity and equity-related securities that the Funds may
invest in include: (i) securities of companies that are organized or
headquartered, or whose operations are principally conducted, outside the
United States; (ii) securities that are principally traded outside the United
States, regardless of where the issuer of such securities is organized or
headquartered or where its operations principally are conducted; (iii)
depositary receipts; and (iv) securities of other investment companies
investing primarily in such equity and equity-related foreign securities.

Each Fund may invest in foreign debt securities. Eligible foreign debt
securities include, but are not limited to, debt securities issued or
guaranteed by foreign corporations, certain supranational entities, and
foreign governments or their agencies or instrumentalities, and in debt
obligations issued by U.S. corporations denominated in non U.S. currencies.

Each Fund expects that its investments in foreign securities will be
comprised primarily of securities that are traded on recognized foreign
securities exchanges. However, each Fund also may invest in securities that
are traded only over-the-counter, either in the United States or in foreign
markets, when the Investment Manager believes that such securities meet a
Fund's investment criteria. Subject to each Fund's restrictions on
investment in foreign debt and equity securities, the Funds also may invest
in securities that are publicly traded either in the United States or in
foreign markets.

DO THE FUNDS BUY AND SELL FOREIGN CURRENCIES?

Each Fund expects to purchase or sell foreign currencies primarily to
settle foreign securities transactions. However, each Fund may also engage in
currency management transactions to hedge currency exposure related to
securities it owns or that it anticipates purchasing. (See Do the Funds hedge
their investments?) In addition, a Fund may hold foreign currency received in
connection with investments in foreign securities when, in the judgment of
the Investment Manager, it would be beneficial to convert such currency into
U.S. dollars at a later date, based on anticipated changes in the relevant
exchange rates.

For purposes of the percentage limitations on each Fund's investments in
foreign securities, the term securities does not include foreign currencies.
This means that a Fund's exposure to foreign currencies or multinational
currencies such as the "Euro" (the common currency to be adopted by eleven
member countries of the European Union on January 1, 1999) may be greater
than its percentage limitation on investments in foreign securities
denominated in foreign currencies and multinational currencies. Each Fund
will incur costs in connection with conversions between various currencies
and gains in a particular securities market may be affected, either
positively or negatively, by changes in exchange rates.

Each Fund is also authorized to use currency management techniques to
enhance its total return, although there is no current intention to do so. A
Fund may not employ more than 30% of

<PAGE>

the value of its total assets, calculated at the time of purchase, in
currency management techniques for the purpose of enhancing return.

DO THE FUNDS HEDGE THEIR INVESTMENTS?

For hedging purposes, each Fund may purchase options on financial
indices and on securities that are authorized for purchase by the Fund. If a
Fund purchases a "put" option on a security, the Fund acquires the right to
sell the underlying security at a specified price at any time during the term
of the option (for "American-style" options) or on the option expiration date
(for "European-style" options). If a Fund purchases a "call" option on a
security, it acquires the right to purchase the underlying security at a
specified price at any time during the term of the option (or on the option
expiration date). An option on a financial index gives a Fund the right to
receive a cash payment equal to the difference between the closing price of
the index and the exercise price of the option. A Fund may "close out" an
option prior to its exercise or expiration by selling an option of the same
series as the option previously purchased.

Each Fund may also use certain currency management techniques to hedge
against currency exchange rate fluctuations. These techniques include forward
currency exchange contracts, currency options, futures contracts (and related
options), and currency swaps. A forward currency exchange contract is an
obligation to purchase or sell a specific currency at a future date at a
price set at the time of the contract. Currency options are rights to
purchase or sell a specific currency at a future date at a specified price.
Futures contracts are agreements to take or make delivery of an amount of
cash equal to the difference between the value of the currency at the close
of the last trading day of the contract and the contract price. Currency
swaps involve the exchange of rights to make or receive payments in specified
currencies.

Each Fund may cross-hedge currencies, which involves writing or
purchasing options or entering into forward currency exchange contracts on
one currency to hedge against changes in exchange rates for a different
currency, if, in the judgment of the Investment Manager, there is a pattern
of correlation between the two currencies.

WHAT OTHER INVESTMENT PRACTICES SHOULD I KNOW ABOUT?

DEPOSITARY RECEIPTS

Each Fund may invest in securities of foreign companies in the form of
American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"),
Global Depositary Receipts ("GDRs"), or other similar depositary instruments
representing securities of foreign companies. ADRs are receipts for ordinary
shares of foreign companies that typically are issued by U.S. banks and
entitle the holder to all dividends and all capital gains associated with the
underlying ordinary shares. These securities may not be denominated in the
same currency as the underlying securities that they represent. EDRs and GDRs
are receipts issued by a non-U.S. financial institution evidencing a similar
arrangement. When it is possible to invest either in an ADR, EDR, or GDR, or
to invest directly in the underlying security, the Investment Manager will
evaluate which investment opportunity is preferable, based on price
differences, relative trading volumes, anticipated liquidity, differences in
currency risk, and other factors.

Although investment in ADRs does not involve the currency exchange risk
that is present when investing in the underlying securities, depositary
receipts may have risks that are similar to those of foreign equity
securities. Therefore, for purposes of each Fund's investment policies and
restrictions, depositary receipts are treated as foreign equity securities,
based on the country in which the underlying issuer is organized or
headquartered.

<PAGE>

INVESTMENT POLICIES IN UNCERTAIN MARKETS

During times when the Investment Manager believes a temporary defensive
posture is warranted, including times involving international, political or
economic uncertainty, each Fund may hold all or a substantial portion of its
assets in: investment grade debt securities issued or guaranteed by the U.S.
Government or foreign governments (including their respective agencies,
instrumentalities, authorities and political subdivisions); investment grade
debt obligations issued or guaranteed by international or supranational
government entities; investment grade debt obligations of corporate issuers;
and short-term money market instruments. When a Fund is so invested, it may
not be achieving its investment objective.

OTHER INVESTMENT COMPANIES

The laws of some foreign countries may make it difficult or impossible
for a Fund to invest directly in issuers organized or headquartered in those
countries, or may place limitations on such investments. The only practical
means of investing in such issuers may be through investment in other
investment companies that in turn are authorized to invest in the securities
of such issuers. In such cases and in other appropriate circumstances, and
subject to each Fund's restrictions on investments in issuers organized or
headquartered in foreign countries, each Fund may invest up to 10% of its
total assets in other investment companies. However, no Fund may acquire more
than 3% of the voting securities of any other investment company.

To the extent that a Fund invests in other investment companies, it will
bear its proportionate share of any management or administration fees and
other expenses paid by investment companies in which it invests. At the same
time, the Fund would continue to pay its own management fees and other
expenses.

SHORT SELLING

Each Fund may make short sales of securities that it owns or has the
right to acquire at no added cost through conversion or exchange of other
securities it owns (referred to as short sales "against the box") and may
also make short sales of securities which it does not own or have the right
to acquire. In order to deliver a security that is sold short to the buyer, a
Fund must arrange through a broker to borrow the security, and becomes
obligated to replace the security borrowed at its market price at the time of
replacement, whatever that price may be. When a Fund makes a short sale, the
proceeds of the sale are retained by the broker until the Fund replaces the
borrowed security.

WHEN ISSUED, FIRM COMMITMENT AND DELAYED SETTLEMENT TRANSACTIONS

Each Fund may purchase securities on a delayed delivery or "when issued"
basis and may enter into firm commitment agreements (transactions in which the
payment obligation and interest rate are fixed at the time of the transaction
but the settlement is delayed). Delivery and payment for these securities
typically occur 15 to 45 days after the commitment to purchase, but delivery and
payment can be scheduled for shorter or longer periods, based upon the agreement
of the buyer and the seller. No interest accrues to the purchaser during the
period before delivery. The Funds generally do not intend to enter into these
transactions for the purpose of leverage, but may sell the

<PAGE>

right to receive delivery of the securities before the settlement date. The
value of the securities at settlement may be more or less than the agreed
upon price.

A Fund will segregate cash, U.S. Government securities or other liquid
debt or equity securities in an amount sufficient to meet its payment
obligations with respect to any such transactions. To the extent that assets
are segregated for this purpose, a Fund's liquidity and the ability of the
Investment Manager to manage its portfolio may be adversely affected.

BORROWING MONEY

From time to time, it may be advantageous for a Fund to borrow money
rather than sell portfolio securities to raise the cash to meet redemption
requests. In order to meet such redemption requests, each Fund may borrow
from banks or enter into reverse repurchase agreements. Each Fund may also
borrow up to 5% of the value of its total assets for temporary or emergency
purposes other than to meet redemptions. However, the Funds will not borrow
money for leveraging purposes. A Fund may continue to purchase securities
while borrowings are outstanding, but will not do so when the Fund's
borrowings (including reverse repurchase agreements) exceed 5% of the value
of its total assets. The 1940 Act permits a Fund to borrow only from banks
and only to the extent that the value of its total assets, less its
liabilities other than borrowings, is equal to at least 300% of all
borrowings (including the proposed borrowing), and requires the Fund to take
prompt action to reduce its borrowings if this limit is exceeded. For the
purpose of the 300% borrowing limitation, reverse repurchase transactions are
considered to be borrowings.

A reverse repurchase agreement involves a transaction by which a
borrower (such as a Fund) sells a security to a purchaser (a member bank of
the Federal Reserve System or a broker-dealer deemed creditworthy pursuant to
standards adopted by the Board of Directors of the Company (the "Board of
Directors"), and simultaneously agrees to repurchase the security at an
agreed-upon price on an agreed-upon date within a number of days (usually not
more than seven) from the date of purchase.

REPURCHASE AGREEMENTS

For the purpose of maintaining liquidity or realizing additional income,
each Fund may enter into repurchase agreements (agreements to purchase U.S.
Treasury notes and bills, subject to the seller's agreement to repurchase
them at a specified time and price) with well-established registered
securities dealers or banks. Repurchase agreements are the economic
equivalent of loans by a Fund. In the event of a bankruptcy or default of
any such dealer or bank, a Fund could experience costs and delays in
liquidating the underlying securities which are held as collateral, and the
Fund might incur a loss if the value of the collateral held declines during
this period.

LENDING PORTFOLIO SECURITIES

Each Fund is authorized to make loans of portfolio securities, for the
purpose of realizing additional income, to broker-dealers or other
institutional investors deemed creditworthy pursuant to standards adopted by
its Board of Directors. The borrower must maintain with the Fund's custodian
collateral consisting of cash, U.S. Government securities or other liquid
debt or equity securities equal to at least 100% of the value of the borrowed
securities, plus any accrued interest. The Fund will receive any interest
paid on the loaned securities, and a fee and/or a portion of the interest
earned on the collateral, less any fees and administrative expenses
associated with the loan.

<PAGE>

ILLIQUID SECURITIES

Each Fund may invest up to 15% of the value of its net assets in
illiquid securities. Securities may be considered illiquid if a Fund cannot
reasonably expect to receive approximately the amount at which the Fund
values such securities within seven days. The Investment Manager has the
authority to determine whether certain securities held by a Fund are liquid
or illiquid pursuant to standards adopted by the Board of Directors.

The Funds' investments in illiquid securities may include securities
that are not registered for resale under the Securities Act of 1933 (the
"Securities Act"), and therefore are subject to restrictions on resale. When
a Fund purchases unregistered securities, it may, in appropriate
circumstances, obtain the right to register such securities at the expense of
the issuer. In such cases there may be a lapse of time between the Fund's
decision to sell any such security and the registration of the security
permitting sale. During any such period, the price of the security will be
subject to market fluctuations.

The fact that there are contractual or legal restrictions on resale of
certain securities to the general public or to certain institutions may not
determine the liquidity of such investments. If such securities are subject
to the re-sale restrictions of Rule 144A under the Securities Act, the
Investment Manager nonetheless may determine in particular cases, pursuant to
standards adopted by the Board of Directors, that such securities are not
illiquid securities notwithstanding the legal or contractual restrictions on
their resale. Investing in Rule 144A securities could have the effect of
increasing a Fund's illiquidity to the extent that qualified institutional
buyers become, for a time, uninterested in purchasing such securities.

CAN THE FUNDS' OBJECTIVES AND POLICIES BE CHANGED?

Each Fund's investment objective is a fundamental policy that may not be
changed without stockholder approval. However, except as otherwise indicated
in this Prospectus or the SAI, each Fund's other investment policies and
restrictions are not fundamental and may be changed without stockholder
approval. If there is a change in a Fund's investment objective or policies,
stockholders should consider whether the Fund remains an appropriate
investment in light of their then current financial position and needs.

WHAT ARE THE FUNDS' PORTFOLIO TURNOVER RATES?

Each Fund may invest in securities on either a long-term or short-term
basis. The Investment Manager anticipates that the annual portfolio turnover
rate for the Funds will not exceed the amounts indicated below during the
Funds' first full year of operation. Due to a Fund's investment program, the
Fund's turnover rate may exceed 100%.

<TABLE>
<S> <C>
Tax Managed Growth 100%
Global Equity 150%
Strategic Income 200%
</TABLE>

A Fund's portfolio turnover rate is not a limiting factor when the
Investment Manager deems portfolio changes appropriate. Securities in a
Fund's

<PAGE>

portfolio will be sold whenever the Investment Manager believes it is
appropriate to do so, regardless of the length of time that securities have
been held, and securities may be purchased or sold for short-term profits
whenever the Investment Manager believes it is appropriate or desirable to do
so. The portfolio turnover rate for the Tax Managed Growth Fund reflects the
Investment Manager's efforts to minimize the Fund's capital gains
distributions and to enhance the after-tax returns of its shareholders. In
doing so, the Investment Manager may sell securities to realize capital
losses to offset accumulated or future capital gains.

Turnover will be influenced by sound investment practices, each Fund's
investment objective and the need for funds for the redemption of a Fund's
shares. A high portfolio turnover rate increases aggregate brokerage
commission expenses, transaction costs, and may increase taxable capital
gains, all of which must be borne directly by a Fund and ultimately by the
Fund's stockholders.

<PAGE>

INVESTMENT AND RISK CONSIDERATIONS

Investment in the Funds is subject to a variety of risks, including the
possible loss of the principal amount invested. See the SAI for further
information about these and other risks. The value of each Fund's net assets
can be expected to fluctuate.

EQUITY INVESTMENTS

Although equity securities have a history of long-term growth in value,
their prices fluctuate based on changes in the issuer's financial condition
and prospects and on overall market and economic conditions.

DEBT SECURITIES

The yield and price of a debt security changes daily based on changes in
interest rates and market conditions, and in response to other economic,
political or financial events. The following are some of the more common
risk factors associated with investments in debt securities:

INTEREST RATE RISK. The change in the prices of debt securities that
accompany changes in the overall level of interest rates. Debt securities
have varying levels of sensitivity to changes in interest rates. In general,
bond prices rise when interest rates fall, and fall when interest rates rise.
Longer-term bonds, lower quality bonds and zero coupon bonds are generally
more sensitive to interest rate changes.

CREDIT RISK. The chance that any of a Fund's holdings will have its
credit rating downgraded or will default (fail to make scheduled interest and
principal payments), potentially reducing the Fund's income level and share
price. By definition, lower-rated securities carry a higher credit risk.

CONCENTRATION RISK. The Strategic Income Fund may invest 25% or more of
its total assets in obligations that generate income from similar types of
projects (for example, health care, electric, water/sewer, education, and
transportation). Political or economic developments affecting a single
issuer or industry or similar types of projects may have a significant effect
on the Fund's performance.

GEOGRAPHIC RISK. The chance of price declines resulting from
developments in a single foreign country.

CALL RISK. Debt obligations may be issued with a call feature (call
features include a date on which the issuer has reserved the right to redeem
the obligation prior to maturity). An obligation may be called for redemption
before the Investment Manager would otherwise choose to eliminate it from a
Fund's holdings. A call may also reduce an obligation's yield to maturity.

PREPAYMENT RISK. Mortgage-related and asset-backed securities are
subject to prepayment risk. Such securities may be prepaid prior to
maturity, and hence the actual life of the security cannot be accurately
predicted. During periods of falling interest rates, prepayments may
accelerate, which would require a Fund to reinvest the proceeds at a lower
interest rate. Securities subject to prepayment risk generally offer less
potential for gains during a declining interest rate environment, and similar
or greater potential for loss in a rising interest rate environment.

<PAGE>

BELOW INVESTMENT GRADE DEBT SECURITIES.

Below investment grade debt securities, sometimes called high-yield
securities or "junk bonds", are considered to have speculative characteristics,
and involve greater risk of default or price changes due to changes in the
issuer's creditworthiness. The market prices of these securities may fluctuate
more than higher-quality securities and may decline significantly in periods of
general or regional economic difficulty. In addition, the secondary market may
be less liquid for debt securities rated below investment grade. This lack of
liquidity at certain times may affect the values of these securities and may
make the valuation and sale of these securities more difficult. If an issuer of
such securities defaults, a Fund may incur additional expenses to enforce its
rights or to participate in a restructuring of the obligation.

SMALL-SIZED COMPANIES

Investments in small-sized concerns may involve greater risks than
investments in larger companies. The securities of small-sized companies, as
a class, have shown market behavior which has had periods of more favorable
results, and periods of less favorable results, than securities of larger
companies as a class. In addition, small-sized companies in which a Fund may
invest may be unseasoned; that is, these companies may have limited or
unprofitable operating histories, limited financial resources and
inexperienced management. Small-sized companies often face competition from
larger or more established firms that have greater resources. Small-sized
companies may not have as great an ability to raise additional capital, may
have a less diversified product line (making them susceptible to market
pressure), and may have a smaller public market for their shares than larger
companies. Securities of small and unseasoned companies are often less liquid
than securities of larger companies and are frequently traded in the
over-the-counter market or on regional exchanges where low trading volumes
may result in erratic or abrupt price movements. To dispose of these
securities, a Fund may have to sell them over an extended period of time or
below the original purchase price. Investment by a Fund in these small or
unseasoned companies may be regarded as speculative. As a result of these
factors, to the extent a Fund invests in small-sized companies, its net
assets may be more volatile in price than would otherwise be the case.

FOREIGN SECURITIES

Investing in foreign securities involves significant risks, some of
which are not typically associated with investing in securities of U.S.
issuers. For example, the value of investments in such securities may
fluctuate based on changes in the value of one or more foreign currencies
relative to the U.S. dollar. In addition, information about foreign issuers
may be less readily available than information about domestic issuers.
Foreign issuers generally are not subject to accounting, auditing and
financial reporting standards, or to other regulatory practices and
requirements, comparable to those applicable to U.S. issuers. Furthermore,
with respect to certain foreign countries, the possibility exists of
political instability, expropriation or nationalization of assets,
revaluation of currencies, confiscatory taxation, and limitations on foreign
investment and use or removal of funds or other assets of a Fund (including
the withholding of dividends and limitations on the repatriation of
currencies). A Fund may also experience difficulties or delays in obtaining
or enforcing judgments.

<PAGE>

unable to keep pace with the volume of securities transactions, making it
difficult to conduct and complete such transactions. In addition, the costs
associated with transactions in securities traded on foreign markets or of
foreign issuers, and the expense of maintaining custody of such securities
with foreign custodians, generally are higher than the costs associated with
transactions in U.S. securities on U.S. markets.

EMERGING MARKETS

Emerging market countries include any country generally considered to be
an emerging market or developing country by the World Bank, the International
Finance Corporation, the United Nations or its authorities, or other
recognized financial institutions. As of the date of this Prospectus,
emerging market countries are deemed to include, for purposes of this
Prospectus, all foreign countries other than Australia, Austria, Belgium,
Canada, Denmark, Finland, France, Germany, Ireland, Italy, Japan, Luxembourg,
The Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland,
and the United Kingdom.

There are special additional risks associated with investments in
emerging markets. The securities markets of emerging market countries are
substantially smaller, less developed, less liquid, and more volatile than
the securities markets of the United States and developed foreign markets.
Disclosure and regulatory standards in many respects are less stringent than
in the United States and developed foreign markets. There also may be a lower
level of monitoring and regulation of securities markets in emerging market
countries and the activities of investors in such markets, and enforcement of
existing regulations has been extremely limited.

Economies in emerging market countries generally depend heavily upon
international trade, and may be affected adversely by the economic conditions
of the countries with which they trade, as well as by trade barriers,
exchange controls, managed adjustments in relative currency values, and other
protectionist measures imposed or negotiated by the countries with which they
trade. In many cases, governments of emerging market countries continue to
exercise a significant degree of control over the economies of such
countries. In addition, certain of such countries have in the past failed to
recognize private property rights and have at times nationalized or
expropriated the assets of private companies. There is a heightened
possibility of confiscatory taxation, imposition of withholding taxes on
interest payments, or other similar developments that could affect
investments in those countries. Unanticipated political or social
developments may also affect the value of a Fund's investments in those
countries.

OPTIONS, CURRENCY HEDGING AND CURRENCY MANAGEMENT

There are a number of risks associated with transactions in options on
securities. Options may be more volatile than the underlying instruments.
Differences between the options and securities markets could result in an
imperfect correlation between these markets, causing a given transaction not
to achieve its objective. In addition, a liquid secondary market for
particular options may be absent for a variety of reasons. When trading
options on foreign exchanges, many of the protections afforded to
participants in the United States are not available. Although the purchaser
of an option cannot lose more than the amount of the premium plus transaction
costs, this entire amount could be lost.

A Fund's currency management techniques involve risks different from those
that arise in connection with investments in U.S. dollar-denominated securities.
To the extent that a Fund is invested in foreign securities while also
maintaining currency positions, it may be exposed to greater combined risk than
would otherwise be the case. Transactions in currency futures contracts and
options on currency futures contracts involve risks similar to those of options
on

<PAGE>

securities; in addition, the potential loss incurred by a Fund in such
transactions is unlimited. To the extent that such techniques are used to
enhance return, they are considered speculative.

The use of hedging and currency management techniques is a highly
specialized activity, and there can be no assurance as to the success of any
such operations which a Fund may implement. Gains and losses in such
transactions depend upon the Investment Manager's ability to predict
correctly the direction of stock prices, interest rates, currency exchange
rates, and other economic factors. Although such operations could reduce the
risk of loss due to a decline in the value of the hedged security or
currency, they could also limit the potential gain from an increase in the
value of the security or currency.

SHORT SELLING

Short sales by a Fund that are not made "against the box" create
opportunities to increase a Fund's return but, at the same time, involve
special risk considerations and may be considered a speculative technique.
The net asset value per share of a Fund engaging in short sales will tend to
be more volatile than would otherwise be the case. Short sales that are not
"against the box" also theoretically involve unlimited loss potential, as the
market price of securities sold short may continuously increase, although a
Fund may mitigate such losses by replacing the securities sold short before
the market price has increased significantly. Under adverse market
conditions, a Fund might have difficulty in purchasing securities to meet its
short sale delivery obligations, might have to purchase such securities at
higher prices than would otherwise be the case, and might have to sell
portfolio securities to raise the capital necessary to meet its short sale
obligations at a time when fundamental investment considerations would not
favor such sales.

CONVERTIBLE SECURITIES AND WARRANTS

The value of a convertible security is a function of both its yield in
comparison with the yields of similar non-convertible securities and the
value of the underlying stock. A convertible security held by a Fund may be
subject to redemption at the option of the issuer at a fixed price, in which
event the Fund will be required to permit the issuer to redeem the security,
convert it into the underlying common stock, or sell it to a third party.
Investment in warrants also involves certain risks, including the possible
lack of a liquid market for resale, potential price fluctuations as a result
of speculation or other factors, and the failure of the price of the
underlying security to reach or have reasonable prospects of reaching the
exercise price, in which event the warrant may expire without being
exercised, resulting in a loss of a Fund's entire investment in the warrant.

WHAT OTHER RISK FACTORS SHOULD I BE AWARE OF?

CREDIT OF COUNTERPARTIES

A number of transactions in which the Funds may engage are subject to
the risks of default by the other party to the transaction. When a Fund
engages in repurchase, reverse repurchase, when-issued, forward commitment,
delayed settlement and securities lending transactions, it relies on the
other party to consummate the transaction. Failure of the other party to do
so may result in a Fund's incurring a loss or missing an opportunity to
obtain a price believed to be advantageous.

BORROWING

<PAGE>

securities to meet interest or principal payments at a time when fundamental
investment considerations would not favor such sales. To the extent a Fund
enters into reverse repurchase agreements, the Fund is subject to risks that
are similar to those of borrowing.

YEAR 2000

Many computer programs employed throughout the world use two digits
rather than four to identify the year. These programs, if not adapted, will
not correctly handle the change from "99" to "00" on January 1, 2000, and
will not be able to perform necessary functions critical to the Funds'
operations. The "Year 2000 issue" affects all companies and organizations.

The Company understands that its key service providers, including the
Investment Manager, are taking steps to address the issue. The Year 2000
problem may adversely affect the issuers in which the Funds invest. For
example, issuers may incur substantial costs to address the problem. They
may also suffer losses caused by corporate and governmental data processing
errors. The Company and the Investment Manager will continue to monitor
developments relating to this issue.

EURO INTRODUCTION

The European Union's planned introduction of a single European currency,
the Euro, on January 1, 1999 creates various uncertainties, including whether
the payment and operational systems of banks and other financial institutions
will be prepared for the change, the legal treatment of certain outstanding
financial contracts that refer to existing currencies, and the creation of
suitable clearing and settlement payment systems for the new currency. These
or other related factors could cause market disruptions before or after the
introduction of the Euro. The Company understands that the Investment
Manager and other key service providers are taking steps to address
Euro-related issues.

<PAGE>

ORGANIZATION AND MANAGEMENT

WHO MANAGES THE FUNDS?

Each Fund is a series of the Company. The Company was incorporated in
Maryland as an open-end management investment company in September 1995.

The Company's Board of Directors has overall responsibility for the
operation of the series of the Company. Pursuant to such responsibility, the
Board of Directors has approved contracts for various financial organizations
to provide, among other things, day-to-day management services required by
its series.

The Company has retained, as the Funds' investment manager, Dresdner RCM
Global Investors LLC, a Delaware limited liability company, with principal
offices at Four Embarcadero Center, San Francisco, California 94111. The
Investment Manager manages each Fund's investments, provides various
administrative services, and supervises each Fund's daily business affairs,
subject to the authority of the Company's Board of Directors.

The Investment Manager is actively engaged in providing investment
supervisory services to institutional and individual clients, and is
registered under the Investment Advisers Act of 1940. The Investment Manager
was established in April 1996 and is the successor to RCM Capital Management,
a California Limited Partnership, which, with its predecessors, has been in
operation since 1970. The Investment Manager is a wholly owned subsidiary of
Dresdner Bank AG ("Dresdner"), an international banking organization with
principal executive offices located in Frankfurt, Germany. Shares of the
Funds are not deposits, obligations of, or endorsed or guaranteed in any way
by, Dresdner Bank AG, or any other depository institution. Shares of the
Funds are not insured by the Federal Deposit Insurance Corporation, or any
other agency, and are subject to investment risks, including possible loss of
principal amount invested.

EQUITY PHILOSOPHY

The Investment Manager's equity philosophy is to invest in growth stocks
of companies that are expected to have superior and predictable growth.
Through fundamental research and a series of valuation screens, the
Investment Manager seeks to purchase securities of those companies whose
expected growth in earnings and dividends will provide a risk-adjusted return
in excess of the markets.

FIXED-INCOME PHILOSOPHY

The Investment Manager's fixed-income philosophy is to invest in debt
securities that offer higher than expected income and, in some instances, the
potential for high total return. Through the use of a top-down core
strategy, the Investment Manager seeks to actively manage exposure in four
areas: duration, yield curve, sector and issue allocation.

GRASSROOTS RESEARCH

In addition to traditional research activities, the Investment Manager
utilizes research produced by Grassroots Research, an operating group within
the Investment Manager. Grassroots Research prepares research reports based
on field interviews with customers, distributors, and competitors of the
companies that the Investment Manager follows. The Investment Manager
believes that Grassroots Research can be a valuable adjunct to its
traditional research efforts by providing a "second look" at companies in
which a Fund is considering investing and by checking marketplace assumptions
concerning market demand for particular products and services.

<PAGE>

TAX MANAGED GROWTH FUND

M. Brad Branson and Joanne L. Howard are primarily responsible for the
day-to-day management of the Tax Managed Growth Fund. Mr. Branson is a
Director of the Investment Manager, with which he has been associated since
1993. Ms. Howard is a Managing Director of the Investment Manager, with which
she has been associated since 1992.

GLOBAL EQUITY FUND

William S. Stack and Steven C. Laughton are primarily responsible for
the day-to-day management of the Global Equity Fund. Mr. Stack is a Senior
Managing Director of the Investment Manager, with which he has been
associated since 1994, and is a member of its Board of Managers. From
1985-1994 he was employed by Lexington Management Corporation where her
served as Managing Director and Chief Financial Officer. Mr. Laughton is a
Director of the Investment Manager, with which he has been associated since
1995. From 1993 to 1995, he served as the Director of Equities Research at
Koeneman Capital Management in Singapore.

STRATEGIC INCOME FUND

Eamonn F. Dolan and Stephen Kim are primarily responsible for the
day-to-day management of the Strategic Income Fund. Mr. Dolan is a Managing
Director of the Investment Manager, with which he has been associated since
1989. Mr. Kim is a Managing Director of the Investment Manager, with which he
has been associated since 1989.

WHAT ARE THE FUNDS' MANAGEMENT FEES?

Each Fund pays the Investment Manager a monthly fee pursuant to an
investment management agreement, based on the Fund's average daily net
assets, at the following annual rate:

<TABLE>
<CAPTION>
NAME OF FUND AVERAGE DAILY NET ASSETS FEE
- ------------ ------------------------ ---
<S> <C> <C>
Tax Managed Growth Fund The first $500 million 0.75%
Above $500 million and below $1 billion 0.70%
Above $1 billion 0.65%

Global Equity Fund The first $500 million 0.75%
Above $500 million and below $1 billion 0.70%
Above $1 billion 0.65%

<CAPTION>
NAME OF FUND AVERAGE DAILY NET ASSETS FEE
- ------------ ------------------------ ---
<S> <C> <C>
Strategic Income Fund The first $500 million 0.75%
Above $500 million and below $1 billion 0.70%
Above $1 billion 0.65%
</TABLE>

WHAT OTHER EXPENSES DO THE FUNDS PAY?

Each Fund is responsible for the payment of its expenses, including:
brokerage and commission expenses; taxes; interest charges on borrowings (if
any); custodial charges and expenses; investment management fees due to the
Investment Manager; and all other operating expenses (e.g., legal and audit
fees, securities registration expenses, and compensation of

<PAGE>

directors who are not affiliated with the Investment Manager). These
expenses are allocated to each class of shares based on the assets of each
class. In addition, each class bears certain class-specific expenses, such
as Rule 12b-1 expenses payable by each Fund's N Class shares.

To limit the expenses of each Fund, the Investment Manager has agreed to
pay each Fund on a quarterly basis the amount, if any, by which the ordinary
operating expenses of the Company attributable to such Fund for the quarter
(except interest, taxes and extraordinary expenses) exceed the following
expense ratios on an annual basis through December 31, 1999: 1.50% and 1.25%
for the Class N and Class I shares, respectively, of the Tax Managed Growth
Fund, Global Equity Fund and Strategic Income Fund. A Fund will reimburse
the Investment Manager for such payments for a period of up to five years
after they are made, to the extent that the Fund's ordinary operating
expenses are less than the expense limit.

HOW DO THE FUNDS DECIDE WHICH BROKERS TO USE?

A Fund may in some instances invest in foreign and/or U.S. securities
that are not listed on a national securities exchange but are traded in the
over-the-counter market. A Fund may also purchase listed securities through
the third market (over-the-counter trades of exchange-listed securities) or
fourth market (direct trades of securities between institutional investors
without the intermediation of a broker-dealer). When transactions are
executed in the over-the-counter market or the third or fourth market, the
Investment Manager seeks to deal with the counterparty that the Investment
Manager believes can provide the best execution, whether or not that
counterparty is the primary market maker for that security.

When appropriate and to the extent consistent with applicable laws and
regulations, a Fund may execute brokerage transactions through Dresdner
Kleinwort Benson North America LLC, a wholly owned subsidiary of Dresdner, or
other broker-dealer subsidiaries or affiliates of Dresdner.

WHO IS THE FUNDS' DISTRIBUTOR?

Funds Distributor, Inc. (the "Distributor"), whose principal place of
business is 60 State Street, Suite 1300, Boston, Massachusetts 02109, acts as
distributor of each class of shares of the Funds. The Distributor is engaged
in the business of providing mutual fund distribution services to registered
investment companies, and is an indirect wholly owned subsidiary of Boston
Institutional Group, Inc., which is not affiliated with the Investment
Manager or Dresdner.

The Company has adopted, on behalf of the Class N shares of each Fund, a
distribution and service plan (the "Plan") pursuant to Rule 12b-1 under the 1940
Act. Under the Plan each Fund pays the Distributor an annual fee of up to 0.25%
of the average daily net assets of its Class N

<PAGE>

shares as reimbursement for certain expenses actually incurred by the
Distributor in connection with distribution of such shares. These expenses
include advertising and marketing expenses, payments to broker-dealers and
others who have entered into agreements with the Distributor, the expenses of
preparing, printing and distributing the prospectus to persons who are not
already stockholders, and indirect and overhead costs associated with the
sale of the Class N shares. If in any month the Distributor is due more for
such services, with respect to the Class N shares of a Fund, than is
immediately payable because of the expense limitation under the plan, the
unpaid amount is carried forward from month to month while the plan is in
effect until such time as it may be paid.

WHO ARE THE FUNDS' CUSTODIAN, ADMINISTRATOR AND TRANSFER AGENT?

State Street Bank and Trust Company acts as the custodian and
administrator for each Fund and acts as transfer agent, redemption agent and
dividend paying agent for the Tax Managed Growth Fund. State Street's
principal business address is 1776 Heritage Drive, North Quincy,
Massachusetts 02171.

Dresdner RCM Trust Company serves as the transfer agent, redemption
agent and dividend paying agent for the Global Equity and Strategic Income
Funds. Dresdner RCM Trust Company's principal business address is Four
Embarcadero Center, San Francisco, California 94111.

<PAGE>

HOW TO PURCHASE SHARES

WHAT IS THE OFFERING PRICE FOR FUND SHARES?

Each Fund offers Class N and Class I shares. Shares of each class of
the Funds are offered on a continuous basis at the offering price next
determined after receipt of an order in proper form. The offering price is
the net asset value per share. The minimum initial investment for Class N
shares of each Fund is $5,000, and the minimum subsequent investment is $250.
The minimum initial investment for Class I shares of each Fund is $1,000,000,
and the minimum subsequent investment is $50,000. Minimum subsequent
investment requirements do not apply to investors purchasing shares through a
Fund's automatic dividend reinvestment plan. In addition, minimum initial
investments may vary for investors purchasing shares through a broker-dealer
or other intermediary having a service agreement with the Investment Manager
and maintaining an omnibus account with any of the Funds. The Company
reserves the right at any time to waive, increase or decrease the minimum
requirements applicable to initial or subsequent investments.

HOW CAN I PURCHASE FUND SHARES BY MAIL?

Investors or their duly authorized agents may purchase shares of any of
the Funds by sending a signed, completed subscription form to Boston
Financial Data Services ("BFDS"), an affiliate of State Street Bank and Trust
Company, at P.O. Box 8025, Boston, Massachusetts 02266-8025, and paying for
the shares as described below. Shares may also be purchased through certain
brokers which have entered into selling group agreements with the
Distributor. Brokers may charge a fee for their services at the time of
purchase. Subscription forms can be obtained from the Company.

Orders for shares received by BFDS, or any other authorized agent of the
Company, prior to the close of regular trading on the New York Stock Exchange
on each day the Exchange is open for trading will be priced at the net asset
value (see How are shares priced?) computed as of the close of regular
trading on the Exchange on that day. The Company reserves the right to reject
any subscription at its sole discretion. Orders received after the close of
regular trading on the New York Stock Exchange, or on any day on which the
Exchange is not open for trading, will be priced at the close of regular
trading on the Exchange on the next succeeding day on which the Exchange is
open for trading.

Upon receipt of an order in proper form, BFDS will open a stockholder
account in accordance with the investor's registration instructions. A
confirmation statement reflecting the current transaction will be forwarded
to the investor.

WHERE SHOULD I SEND MY SUBSCRIPTION PAYMENT?

Payment for shares purchased should be made by check or money order.
Checks should be bank or certified checks. The Company may, at its option,
accept a check that is not a bank or certified check; however, third-party
checks will not be accepted. Payments should be sent to:

Fund Name
P.O. Box 8025
Boston, Massachusetts 02266-8025

HOW CAN I PURCHASE FUND SHARES BY WIRE?

<PAGE>

of authorized person; stockholder account number (if such account number is
in existence); name of Fund; amount being transferred or wired; and
transferring or wiring bank name.

Investors may be charged a fee if they effect transactions through a
broker or agent. Your broker or agent is responsible for forwarding payment
promptly to BFDS. The Company reserves the right to cancel any purchase order
for which payment has not been received by the third business day following
the order.

CAN I PAY FOR SHARES WITH INVESTMENT SECURITIES?

In its discretion, the Company may accept securities of equal value
instead of cash in payment of all or part of the subscription price for Fund
shares. Any such securities: (i) will be valued at the close of regular
trading on the New York Stock Exchange on the day of acceptance of the
subscription in accordance with the method of valuing a Fund's portfolio
described under How are shares priced? below; (ii) will have a tax basis to
the Fund equal to such value; (iii) must not be restricted securities; and
(iv) must be permitted to be purchased in accordance with the Fund's
investment objective and policies and must be securities that the Fund would
be willing to purchase at that time. Prospective stockholders considering
this method of payment should contact the Company in advance to discuss the
securities in question and the documentation necessary to complete the
transaction.

HOW ARE SHARES PRICED?

For each class of shares, the net asset value is determined as of the
close of regular trading on the New York Stock Exchange, normally 4:00 p.m.
Eastern Time, on each day that the New York Stock Exchange is open for
trading, by dividing the difference between the value of assets and
liabilities (including expenses payable and accrued) of the class by the
number of shares of that class outstanding. The net asset value per share of
each class will vary due to differences in expenses charged to each class.

<PAGE>

STOCKHOLDER SERVICES

WHAT SERVICES ARE PROVIDED TO STOCKHOLDERS?

AUTOMATIC REINVESTMENT

Each income dividend and capital gain distribution, if any, declared by
a Fund will be reinvested in full and fractional shares of the same class
based on the net asset value as determined on the payment date, unless the
stockholder or his or her duly authorized agent has elected to receive all
such payments, or only the dividend or distribution portions thereof, in
cash. Changes in the manner in which dividend and distribution payments are
made may be requested by you or your duly authorized agent at any time
through written notice to BFDS and will be effective as to any subsequent
payment if such notice is received prior to the record date used for
determining the stockholders entitled to such payment. Any dividend and
distribution election will remain in effect until you notify BFDS in writing
to the contrary.

EXCHANGE PRIVILEGE

You may exchange shares of either class of a Fund into shares of the
same class of any other Fund offered through this Prospectus, without a sales
charge or other fee, by contacting BFDS. Exchange purchases are subject to
the minimum investment requirements of the class purchased. An exchange will
be treated as a redemption and purchase for tax purposes.

Shares will be exchanged at net asset value per share next determined
after receipt by BFDS of: (i) a written request for exchange, signed by each
registered owner or his or her duly authorized agent exactly as the shares
are registered, which clearly identifies the exact names in which the account
is registered, the account number and the number of shares or the dollar
amount to be exchanged; and (ii) stock certificates for any shares to be
exchanged which are held by the stockholder. Exchanges will not become
effective until all documents in the form required have been received by
BFDS. A stockholder in doubt as to what documents are required should contact
BFDS.

TELEPHONE PURCHASES AND REDEMPTIONS

You may purchase or redeem shares by calling (800) 726-7240. If you
call before 1:00 p.m. (Pacific Time), the purchase or redemption will be at
the net asset value determined that day; if you call after 1:00 p.m. (Pacific
Time), the purchase or redemption will be at the net asset value determined
on the next business day.

By using the telephone privilege you may be giving up a measure of
security that you may have if you were to purchase or redeem your shares in
writing. The Company will employ procedures designed to provide reasonable
assurance that instructions communicated by telephone are genuine and, if it
does not do so, may be liable for any losses due to unauthorized or
fraudulent instructions. The Company reserves the right to refuse a telephone
purchase or redemption request if it believes that the person making the
request is not authorized by the investor to make the request. Neither the
Company nor its agents will be liable for any loss, liability or cost which
results from acting upon instructions of a person reasonably believed to be a
stockholder with respect to the telephone privilege.

<PAGE>

ACCOUNT STATEMENTS

REPORTS TO STOCKHOLDERS

Each Fund's fiscal year ends on December 31. Each Fund will issue to its
stockholders semi-annual and annual reports. In addition, stockholders will
receive quarterly statements of the status of their accounts reflecting all
transactions having taken place within that quarter. In order to reduce
duplicate mailings and printing costs, the Company will provide one annual
and semi-annual report and annual prospectus per household. Information
regarding the tax status of income dividends and capital gains distributions
will be mailed to stockholders on or before January 31st of each year.
Account tax information will also be sent to the IRS.

STOCKHOLDER INQUIRIES

Stockholder inquiries should be addressed to the Company at the address
or telephone number on the front page of this Prospectus.

<PAGE>

REDEMPTION OF SHARES

HOW DO I REDEEM MY SHARES?

Subject to the limitations described below, the Company will redeem the
shares of its series tendered to it, at a redemption price equal to the net
asset value per share, minus a redemption fee, if applicable, as next
computed following the receipt of all necessary redemption documents. Because
the net asset value of a Fund's shares will fluctuate as a result of changes
in the market value of securities owned, the amount you receive upon
redemption may be more or less than the amount you paid for those shares.

Redemption payments will be made wholly in cash unless the Board of
Directors believes that unusual conditions exist which would make such
payment detrimental to the best interests of a Fund. Under such
circumstances, payment of the redemption price could be made in whole or in
part in portfolio securities. You would incur brokerage costs to sell such
securities.

You may be charged a fee if you effect transactions through a broker or
agent.

WHEN WILL I RECEIVE MY REDEMPTION PAYMENT?

PAYMENT FOR SHARES

Payment for shares redeemed will be made within seven days after receipt
of: (i) a written request for redemption, signed by each registered owner or
his or her duly authorized agent exactly as the shares are registered, which
clearly identifies the exact names in which the account is registered, the
account number and the number of shares or the dollar amount to be redeemed;
(ii) stock certificates for any shares to be redeemed which are held by the
stockholder; and (iii) the additional documents required for redemptions by
corporations, executors, administrators, trustees and guardians. Redemptions
will not become effective until all documents in the form required have been
received by the Company. If you are unsure as to what documents are required
you should contact the Company.

If the Company is requested to redeem shares for which it has not yet
received payment, the mailing of a redemption check will be delayed until
such time as payment has been collected, which may take up to 15 days. Delays
in the receipt of redemption proceeds may be avoided if shares are purchased
through the use of wire-transferred funds or other methods which do not
entail a clearing delay.

Upon execution of the redemption order, a confirmation statement will be
forwarded to you indicating the number of shares sold and the proceeds
thereof. Proceeds of all redemptions will be paid by check or federal funds
wire no later than seven days after execution of the redemption order, except
as provided below.

SUSPENSION OF REDEMPTIONS

The right of redemption may not be suspended or the date of payment upon
redemption postponed for more than seven days after shares are tendered for
redemption, except for any period during which the New York Stock Exchange is
closed (other than a customary weekend or holiday closing) or during which
the SEC determines that trading thereon is restricted, or for any period
during which an emergency (as determined by the SEC) exists as a result of
which disposal by a Fund of securities it owns is not reasonably practicable,
or as a result of which it is not reasonably practical for a Fund fairly to
determine the value of its net assets, or for such other periods as the SEC
may by order permit for the protection of stockholders.

<PAGE>

WHAT ELSE SHOULD I KNOW ABOUT REDEMPTIONS?

REINSTATEMENT PRIVILEGE

You may reinvest proceeds from a redemption of shares of a Fund, or
proceeds of a dividend or capital gain distribution paid to you with respect
to shares of a Fund, in shares of the same class of the same Fund or of any
of the other Funds offered through this Prospectus. Send a written request
and a check to the Dresdner RCM Global Funds within 90 days after the date of
the redemption, dividend or distribution. Reinvestment will be at the next
calculated net asset value after receipt. The taxability of a gain realized
on a redemption will not be affected by exercise of the reinstatement
privilege, but a loss may be nullified if you reinvest in the same series
within 30 days.

INVOLUNTARY REDEMPTION

In order to reduce a Fund's expenses, it may redeem all of the shares of
any Class N investor whose account has a net asset value of less than $5,000
due to redemptions (other than a stockholder who is a participant in a
qualified retirement plan or whose initial investment is below $5,000). A
Fund may also redeem all of the shares of any Class I investor whose account
has a net asset value of less than $1,000,000 due to redemptions. The Fund
will give you 60 days' prior written notice in which to purchase sufficient
additional shares to avoid such redemption.

<PAGE>

DIVIDENDS, DISTRIBUTIONS AND TAXES

WHAT DIVIDENDS AND OTHER DISTRIBUTIONS DO THE FUNDS PAY?

Each Fund intends to pay to its stockholders all of each fiscal year's
net investment income and net realized capital gains, if any, on its
investment portfolio and net gains, if any, from foreign currency
transactions. The amount and time of any such dividend or other distribution
depends upon the realization by a Fund of income and capital gains from
investments. Normally, dividend and other distribution payments are declared
and paid by each Fund in December.

If you purchase a Fund's shares shortly before the record date for a
dividend or other distribution thereon, you pay full price for the shares
(known as buying a distribution) and then will receive some portion of your
purchase price back as a taxable distribution even though, because the amount
of the dividend or other distribution reduces the shares' net asset value, it
actually represents a return of invested capital.

WHAT TAXES WILL I PAY ON THE FUNDS DIVIDENDS AND OTHER DISTRIBUTIONS?

Each Fund will distribute substantially all of its net investment income
in the form of dividends. Although the Tax Managed Growth Fund seeks to
minimize taxable distributions, it will earn and distribute taxable income
and may also realize and distribute capital gains from time to time.

Dividends from a Fund's investment company taxable income (whether paid
in cash or reinvested in additional shares) generally will be taxable to you
as ordinary income. Distributions of a Fund's net capital gain (the excess of
net long-term capital gain over net short-term capital loss), when designated
as such, will be taxable to you as long-term capital gain, regardless of how
long you have held your Fund shares and whether paid in cash or reinvested
additional shares. If you are not subject to tax on your income, you
generally will not be required to pay tax on dividends or distributions.
Dividends and other distributions generally are taxable to you at the time
they are received. However, dividends declared in October, November and
December by a Fund and made payable to stockholders of record in such a month
are treated as paid and are thereby taxable as of December 31, provided that
the Fund pays the dividend no later than January 31 of the following year.

Federal law requires a Fund to withhold 31% of the amount of dividends,
capital gain distributions and/or redemption proceeds payable to individual
and certain other non-corporate stockholders if the stockholder has not
properly furnished a certified correct taxpayer identification number and
(except with respect to redemption proceeds) has not certified that backup
withholding does not apply. Amounts withheld are applied to the stockholder's
federal tax liability, and a refund may be obtained from the Internal Revenue
Service if withholding results in an overpayment of taxes. Under the Code,
distributions of investment company taxable income and net capital gain by a
Fund to a stockholder who, as to the United States, is a non-resident alien
individual, non-resident alien fiduciary of a trust or estate, foreign
corporation, or foreign partnership may also be subject to U.S. withholding
tax, although distributions of net capital gain to such a stockholder
generally will not be subject to withholding.

WILL THE FUNDS ALSO PAY TAXES?

Each Fund intends to qualify for treatment as a "regulated investment
company" under Subchapter M of the Code. By doing so, it will not be subject
to federal income tax with respect to investment company taxable income and
net capital gain distributed to its stockholders.

<PAGE>

Each Fund may be required to pay income, withholding and other taxes
imposed by foreign countries, generally at rates from 10% to 40%, which would
reduce the Fund's investment income. Tax conventions between certain
countries and the United States may reduce or eliminate such taxes. If it is
eligible to do so, a Fund may elect to "pass through" to its stockholders the
amount of foreign income taxes paid by the Fund, if such election is deemed
to be in the best interests of stockholders. If this election is made,
stockholders will be required to include in their gross income their pro rata
share of foreign taxes paid by the Fund, and will be able to treat such taxes
as either an itemized deduction or a foreign credit against U.S. income taxes
(but not both) on their tax returns. If a Fund does not make that election,
stockholders will not be able to deduct their pro rata share of such taxes in
computing their taxable income and will not be able to take their share of
such taxes as a credit against their U.S. income taxes.

WHEN WILL I RECEIVE TAX INFORMATION?

Each stockholder of a Fund will receive, after the end of each year,
full information on dividends, capital gain distributions and other
reportable amounts with respect to shares of the Fund for tax purposes,
including information such as the portion taxable as capital gains and the
amount of dividends, if any, eligible for the federal dividends-received
deduction for corporate taxpayers.

The foregoing is a general, abbreviated summary of the present U.S. federal
income tax law applicable to dividends and distributions by the Funds; see the
SAI for further information. You should consult your own tax adviser for more
detailed information and for information regarding any foreign, state, and local
tax laws and regulations applicable to dividends and distributions received.

<PAGE>

GENERAL INFORMATION

WHAT OTHER INFORMATION SHOULD I KNOW ABOUT THE FUNDS?

The authorized capital stock of the Company is 1,000,000,000 shares of
capital stock (par value $.0001 per share), of which 25,000,000 shares have
been designated as shares of each class of each Fund. The Board of Directors
of the Company may, in the future, authorize the issuance of other classes of
shares of such Funds, or of other series of capital stock representing shares
of additional investment portfolios or funds.

All shares of the Company have equal voting rights and will be voted in
the aggregate, and not by series or class, except where voting by series or
class is required by law or where the matter involved affects only one series
or class. There are no conversion or preemptive rights in connection with any
shares. All shares of the Funds when duly issued will be fully paid and
non-assessable. The rights of the holders of shares of each Fund may not be
modified except by vote of the majority of the outstanding shares of such
Fund. Certificates are not issued unless requested and are never issued for
fractional shares. Fractional shares are liquidated when an account is
closed.

Shares of the Company have non-cumulative voting rights, which means
that the holders of more than 50% of all series of the Company's shares
voting for the election of the directors can elect 100% of the directors of
the Company if they wish to do so. In such event, the holders of the
remaining less than 50% of the shares of the Company voting for the election
of directors will not be able to elect any person to the Board of Directors
of the Company.

The Company is not required to hold a meeting of stockholders in any
year in which the 1940 Act does not require a stockholder vote on a
particular matter, such as election of directors. The Company will hold a
meeting of its stockholders for the purpose of voting on the question of
removal of one or more directors if requested in writing by the holders of at
least 10% of the Company's outstanding voting securities, and will assist in
communicating with its stockholders as required by Section 16(c) of the 1940
Act.

This Prospectus does not contain all of the information set forth in the
Company's registration statement and related forms as filed with the SEC,
certain portions of which are omitted in accordance with rules and
regulations of the SEC. The registration statements and related forms may be
inspected at the Public Reference Room of the SEC at Room 1024, 450 5th
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and copies thereof may
be obtained from the SEC at prescribed rates. They are also available on the
SEC's Internet Web Site at http: //www.sec.gov.

<PAGE>

APPENDIX

The following is a description of credit ratings issued by two of the
major credit ratings agencies. Credit ratings evaluate only the safety of
principal and interest payments, not the market value risk. Credit rating
agencies may fail to change credit ratings to reflect subsequent events on a
timely basis. Although Dresdner RCM Global Investors LLC considers security
ratings when making its investment decisions, it also performs its own
investment analysis and does not rely solely on the ratings assigned by
credit agencies.

STANDARD & POOR'S RATINGS SERVICES

<TABLE>
<CAPTION>
Bond Rating Explanation
<S> <C>
Investment Grade
- ----------------
AAA Highest rating; extremely strong capacity to pay
principal and interest.

AA High quality; very strong capacity to pay principal
and interest.

A Strong capacity to pay principal and interest;
somewhat more susceptible to the adverse effects of
changing circumstances and economic conditions.

BBB Adequate capacity to pay principal and interest;
normally exhibit adequate protection parameters, but
adverse economic conditions or changing
circumstances more likely to lead to a weakened
capacity to pay principal and interest than for
higher rated bonds.

Non-Investment Grade
- --------------------

BB, B, Predominantly speculative with respect to the
CCC, CC, C issuer's capacity to meet required interest and
principal payments.

BB - lowest degree of speculation; C - the highest
degree of speculation. Quality and protective
characteristics outweighed by large uncertainties or
major risk exposure to adverse conditions.

D In default
</TABLE>

Standard & Poor's letter ratings may be modified by the addition of a plus or
minus sign, which is used to show relative standing within the major rating
categories, except in the AAA category.

MOODY'S INVESTORS SERVICE, INC.

<TABLE>
<CAPTION>
Bond Rating Explanation
<S> <C>
Investment Grade
- ----------------
Aaa Highest quality; smallest degree of investment risk.
</TABLE>

<PAGE>

<TABLE>
<S> <C>
Aa High quality; together with Aaa bonds, they compose
the high-grade bond group.

A Upper-medium grade obligations; many favorable
investment attributes.

Baa Medium-grade obligations; neither highly protected
nor poorly secured. Interest and principal appear
adequate for the present but certain protective
elements may be lacking or may be unreliable over
any great length of time.

Non-Investment Grade
- --------------------
Ba More uncertain, with speculative elements.
Protection of interest and principal payments not
well safeguarded during good and bad times.

B Lack characteristics of desirable investment;
potentially low assurance of timely interest and
principal payments or maintenance of other contract
terms over time.

Caa Poor standing, may be in default; elements of danger
with respect to principal or interest payments.

Ca Speculative or high degree; could be in default or
have other marked shortcomings.

C Lowest-rated; extremely poor prospects of ever
attaining investment standing.
</TABLE>

Moody's applies the numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through B. The modifier 1 indicates that the security
ranks in the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the number 3 indicates that the issuer
ranks in the lower end of its generic rating category.

Unrated securities will not be treated as investment grade securities unless
a portfolio manager determines that such securities are the equivalent of
investment grade securities. Securities that have received different ratings
from more than one agency are considered investment grade if at least one
agency has rated the securities investment grade.

<PAGE>

DRESDNER RCM GLOBAL FUNDS, INC.

DRESDNER RCM TAX MANAGED GROWTH FUND
DRESDNER RCM GLOBAL EQUITY FUND
DRESDNER RCM STRATEGIC INCOME FUND

FOUR EMBARCADERO CENTER
SAN FRANCISCO, CALIFORNIA 94111
(800) 726-7240

STATEMENT OF ADDITIONAL INFORMATION

December 31, 1998

Dresdner RCM Tax Managed Growth Fund (the "Tax Managed Growth Fund"),
Dresdner RCM Global Equity Fund (the "Global Equity Fund"), and Dresdner RCM
Strategic Income Fund (the "Strategic Income Fund"), are series (each a
"Fund" and together the "Funds") of Dresdner RCM Global Funds, Inc. (the
"Company"), an open-end management investment company. The Funds' investment
manager is Dresdner RCM Global Investors LLC (the "Investment Manager").

This Statement of Additional Information ("SAI") is not a prospectus, and should
be read in conjunction with the Prospectus of the Funds dated December 31, 1998.
This SAI relates to the Funds' Non-Institutional Class ("N Class") and
Institutional Class ("I Class") of shares. The Prospectus may be obtained
without charge by writing or calling the Company at the address and phone number
above.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Investment Objectives and Policies 2
Investment and Risk Considerations 20
Investment Restrictions 28
Execution of Portfolio Transactions 30
Directors and Officers 32
The Investment Manager 34
The Distributor 36
Net Asset Value 37
Purchase and Redemption of Shares 38
Dividends, Distributions and Tax Status 39
Investment Results 42
Description of Capital Shares 44
Additional Information 44
</TABLE>

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

INVESTMENT CRITERIA

In evaluating particular investment opportunities, the Investment
Manager may consider such other factors, in addition to those described in
the Prospectus, as the anticipated economic growth rate, the political
outlook, the anticipated inflation rate, the currency outlook, and the
interest rate environment for the country and the region in which a
particular issuer is located. When the Investment Manager believes it would
be appropriate and useful, the Investment Manager's personnel may visit the
issuer's headquarters and plant sites to assess an issuer's operations and to
meet and evaluate its key executives. The Investment Manager also will
consider whether other risks may be associated with particular securities.

INVESTMENT IN FOREIGN SECURITIES

The securities markets of many countries have at times in the past moved
relatively independently of one another due to different economic, financial,
political, and social factors. In seeking to achieve the investment
objectives of the Funds, the Investment Manager allocates the Funds' assets
among securities of countries and in currency denominations where it expects
opportunities for meeting the Funds' investment objectives to be the most
attractive, subject to the percentage limitations set forth in the
Prospectus. In addition, from time to time a Fund may strategically adjust
its investments among issuers based in various countries and among the
various equity markets of the world in order to take advantage of diverse
global opportunities, based on the Investment Manager's evaluation of
prevailing trends and developments, as well as on the Investment Manager's
assessment of the potential for capital appreciation (as compared to the
risks) of particular companies, industries, countries, and regions.

INVESTMENT IN DEVELOPED FOREIGN COUNTRIES. The Global Equity Fund will,
and each of the other Funds may, invest in securities of foreign governments
and companies that are organized or headquartered in developed foreign
countries. A Fund may not be invested in all developed foreign countries at
one time, and may not invest in particular developed foreign countries at any
time, depending on the Investment Manager's view of the investment
opportunities available.

Although these countries have developed economies, even developed
countries may be subject to periods of economic or political instability. For
example, efforts by the member countries of the European Union to eliminate
internal barriers to the free movement of goods, persons, services and
capital have encountered opposition arising from the conflicting economic,
political and cultural interests and traditions of the member countries and
their citizens. The reunification of the former German Democratic Republic
(East Germany) with the Federal Republic of Germany (West Germany) and other
political and social events in Europe have caused considerable economic and
social dislocations. Such events can materially affect securities markets and
have also disrupted the relationship of such currencies with each other and
with the U.S. dollar. Similarly, events in the Japanese economy and social
developments may affect Japanese securities and currency markets, as well as
the relationship of the Japanese yen to the U.S. dollar. Future political,
economic and social developments can be expected to produce continuing
effects on securities and currency markets in these and other developed
foreign countries.

INVESTMENT IN EMERGING MARKETS. Each Fund may invest in securities of
developing countries with emerging markets and companies organized or
headquartered in such countries. As a general matter, countries that are not
considered to be developed foreign countries by the Investment Manager will be
deemed to be emerging market countries. Emerging market countries include any
country generally considered to be an emerging market or developing country by
the World Bank, the International Finance Corporation, the United Nations or its
authorities, or other

<PAGE>

recognized financial institutions. As of the date of this SAI, emerging
market countries are deemed to include for purposes of this SAI, all foreign
countries other than Australia, Austria, Belgium, Canada, Denmark, Finland,
France, Germany, Ireland, Italy, Japan, Luxembourg, The Netherlands, New
Zealand, Norway, Singapore, Spain, Sweden, Switzerland, and the United
Kingdom. (See INVESTMENT IN DEVELOPED FOREIGN COUNTRIES.) As their economies
grow and their markets grow and mature, some countries that currently may be
characterized by the Investment Manager as emerging market countries may be
deemed by the Investment Manager to be developed foreign countries. In the
event that the Investment Manager deems a particular country to be a
developed foreign country, any investment in securities issued by that
country's government or by an issuer located in that country would not be
subject to a Fund's overall limitations on investments in emerging market
countries.

Securities of issuers organized or headquartered in emerging market
countries may, at times, offer excellent opportunities for current income and
capital appreciation. However, prospective investors should be aware that the
markets of emerging market countries historically have been more volatile
than the markets of the United States and developed foreign countries, and
thus the risks of investing in securities of issuers organized or
headquartered in emerging market countries may be far greater than the risks
of investing in developed foreign markets. (See INVESTMENT AND RISK
CONSIDERATIONS -- EMERGING MARKET SECURITIES for a more detailed discussion
of the risk factors associated with investments in emerging market
securities.) In addition, movements of emerging market currencies
historically have had little correlation with movements of developed foreign
market currencies. Prospective investors should consider these risk factors
carefully before investing in a Fund. Some emerging market countries have
currencies whose value is closely linked to the U.S. dollar. Emerging market
countries also may issue debt denominated in U.S. dollars and other
currencies.

It is unlikely that a Fund will be invested in securities in all
emerging market countries at any time. Moreover, investing in some emerging
markets currently may not be desirable or feasible, due to lack of adequate
custody arrangements for Fund assets, overly burdensome repatriation or
similar restrictions, the lack of organized and liquid securities markets,
unacceptable political risks, poor values of investments in those markets
relative to investments in other emerging markets, in developed foreign
markets, or in the United States, or for other reasons.

CURRENCY MANAGEMENT

Securities purchased by the Funds may be denominated in U.S. dollars,
foreign currencies, or multinational currencies such as the Euro, and the
Funds will incur costs in connection with conversions between various
currencies. Movements in the various securities markets may be offset by
changes in foreign currency exchange rates. Exchange rates frequently move
independently of securities markets in a particular country. As a result,
gains in a particular securities market may be affected, either positively or
negatively, by changes in exchange rates, and a Fund's net currency positions
may expose it to risks independent of its securities positions.

From time to time, the Funds may employ currency management techniques
to enhance their total returns, although there is no current intention to do
so. A Fund may not employ more than 30% of the value of its total assets in
currency management techniques for the purpose of enhancing returns. To the
extent that such techniques are used to enhance return, they are considered
speculative.

<PAGE>

necessary to meet redemptions. Under present conditions, the Investment
Manager does not believe that these considerations will have any significant
adverse effect on its portfolio strategies, although there can be no
assurances in this regard.

GENERAL CURRENCY CONSIDERATIONS. Currency exchange rates may fluctuate
significantly over short periods of time causing, along with other factors, a
Fund's net asset value to fluctuate as well. Currency exchange rates
generally are determined by the forces of supply and demand in the foreign
exchange markets and the relative merits of investments in different
countries, actual or anticipated changes in interest rates and other complex
factors, as seen from an international perspective. Currency exchange rates
also can be affected unpredictably by intervention, or failure to do so, by
U.S. or foreign governments or central banks or by currency controls or
political developments in the United States or abroad. The markets in forward
foreign currency exchange contracts, currency swaps and other privately
negotiated currency instruments offer less protection against defaults by the
other party to such instruments than is available for currency instruments
traded on an exchange. To the extent that a substantial portion of a Fund's
total assets, adjusted to reflect the Fund's net position after giving effect
to currency transactions, is denominated or quoted in the currencies of
foreign countries, the Fund will be more susceptible to the risk of adverse
economic and political developments within those countries.

Each Fund may engage in cross-hedging by using forward contracts in a
currency different from that in which the hedged security is denominated or
quoted if the Investment Manager determines that there is a pattern of
correlation between the two currencies. Each such Fund may also engage in
proxy hedging, by using forward contracts in a series of foreign currencies
for similar purposes.

Each Fund may enter into forward contracts to purchase foreign
currencies to protect against an anticipated rise in the U.S. dollar price of
securities it intends to purchase. Each such Fund may enter into forward
contracts to sell foreign currencies to protect against the decline in value
of its foreign currency denominated or quoted portfolio securities, or a
decline in the value of anticipated income or dividends from such securities,
due to a decline in the value of foreign currencies against the U.S. dollar.
Forward contracts to sell foreign currency could limit any potential gain
which might be realized by a Fund if the value of the hedged currency
increased.

If a Fund enters into a forward contract to sell foreign currency to
increase total return or to buy foreign currency for any purpose, the Fund
will segregate cash, U.S. Government securities, or other liquid debt or
equity securities with the Fund's custodian in an amount equal to the value
of the Fund's total assets committed to the consummation of the forward
contract. If the value of the segregated securities declines, additional
assets will be segregated so that the value of the segregated assets will
equal the amount of the Fund's commitment with respect to the contract.

<PAGE>

of a currency hedge or force the Fund to cover its purchase or sale
commitments, if any, at the current market price.

OPTIONS ON FOREIGN CURRENCIES. Each Fund may purchase and sell (write)
put and call options on foreign currencies for the purpose of protecting
against declines in the U.S. dollar value of foreign portfolio securities and
anticipated income or dividends on such securities and against increases in
the U.S. dollar cost of foreign securities to be acquired. Each such Fund may
also use options on currency to cross-hedge, which involves writing or
purchasing options on one currency to hedge against changes in exchange rates
for a different currency, if the Investment Manager believes there is a
pattern of correlation between the two currencies. Options on foreign
currencies to be written or purchased by the Funds will be traded on U.S. and
foreign exchanges.

The writer of a put or call option receives a premium and gives the
purchaser the right to sell (or buy) the currency underlying the option at
the exercise price. The writer has the obligation upon exercise of the option
to purchase (or deliver) the currency during the option period. A writer of
an option who wishes to terminate the obligation may effect a "closing
transaction" by buying an option of the same series as the option previously
written. A writer may not effect a closing purchase transaction after being
notified of the exercise of an option. The writing of an option on foreign
currency will constitute only a partial hedge, up to the amount of the
premium received; a Fund could be required to purchase or sell additional
foreign currencies at disadvantageous exchange rates, thereby incurring
losses. The purchase of an option on foreign currency may constitute an
effective hedge against exchange rate fluctuations; however, in the event of
exchange rate movements adverse to a Fund's position, the Fund may forfeit
the entire amount of the premium plus related transaction costs.

Each Fund may purchase call or put options on a currency to seek to
increase total return when the Investment Manager anticipates that the
currency will appreciate or depreciate in value, but the securities quoted or
denominated in that currency do not present attractive investment
opportunities and are not held in the Fund's portfolio.

When a Fund writes a put or call option on a foreign currency, an amount
of cash, U.S. Government securities, or other liquid debt or equity
securities equal to the market value of its obligations under the option will
be segregated by the Fund's custodian to collateralize the position.

CURRENCY FUTURES CONTRACTS. Each Fund may enter into currency futures
contracts, as described under "Futures Transactions" below.

CURRENCY SWAPS. Each Fund may enter into currency swaps for both
hedging and to seek to increase total return. Currency swaps involve the
exchange of rights to make or receive payments in specified currencies. Since
currency swaps are individually negotiated, the Funds expect to achieve an
acceptable degree of correlation between their portfolio investments and
their currency swap positions entered into for hedging purposes. Currency
swaps may involve the delivery of the entire principal value of one
designated currency in exchange for the other designated currency, or the
delivery of the net amount of a party's obligations over its entitlements.
Therefore, the entire principal value of a currency swap may be subject to
the risk that the other party to the swap will default on its contractual
delivery obligations. Each Fund will maintain in a segregated account with
the Fund's custodian cash, U.S. Government securities, or other liquid debt
or equity securities equal to the amount of the Fund's obligations, or the
net amount (if any) of the excess of the Fund's obligations over its
entitlements, with respect to swap transactions. To the extent that such
amount of a swap is segregated, the Company and the Investment Manager
believe that swaps do not constitute senior securities under the Investment
Company Act of 1940 (the "1940 Act") and, accordingly, will not treat them as
being subject to a Fund's borrowing restriction.

<PAGE>

The use of currency swaps is a highly specialized activity which
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. If the Investment Manager is
incorrect in its forecasts of market values and currency exchange rates, the
investment performance of a Fund entering into a currency swap would be less
favorable than it would have been if this investment technique were not used.

INTEREST RATE SWAPS

Each Fund may enter into interest rate swaps, caps and floors on either
an asset-based or liability-based basis, depending upon whether it is hedging
its assets, and will usually enter into interest rate swaps on a net basis
(i.e. the two payment streams are netted out, with the Fund receiving or
paying, as the case may be, only the net amount of the two payments). The net
amount of the excess, if any, of a Fund's obligation over its entitlement
with respect to each interest rate swap will be calculated on a daily basis
and an amount of cash or other liquid assets having an aggregate net asset
value at least equal to the accrued excess will be maintained in a segregated
account by the Funds' custodian. If a Fund enters into an interest rate swap
on other than a net basis it will maintain a segregated account in the full
amount accrued on a daily basis of its obligations with respect to the swap.
A Fund will not enter into any interest rate swap, cap or floor transaction
unless the unsecured senior debt or the claims-paying ability of the other
party thereto is rated in one of the three highest rating categories of at
least one NRSRO at the time of entering into such transaction. The Investment
Manager will monitor the creditworthiness of all counterparties on an ongoing
basis. If there is a default by the other party to such a transaction, a Fund
will have contractual remedies pursuant to the agreements related to the
transaction.

The swap market has grown substantially in recent years with a large
number of banks and investment banking firms acting as principals and as
agents using standardized swap documentation. The Investment Manager has
determined that, as a result, the swap market has become relatively liquid.
Caps and floors are more recent innovations for which standardized
documentation has not been developed and, accordingly, they are less liquid
than swaps. To the extent a Fund sells (i.e. writes) caps and floors, it will
segregate cash or other liquid assets having an aggregate net asset value at
least equal to the full amount, accrued on a daily basis, of its obligations
with respect to any caps or floors.

There is no limit on the amount of interest rate swap transactions that
may be entered into by a Fund. These transactions may in some instances
involve the delivery of securities or other underlying assets by a Fund or
its counterparty to collateralize obligations under the swap. Under the
documentation currently used in those markets, the risk of loss with respect
to interest rate swaps is limited to the net amount of the payments that a
Fund is contractually obligated to make. If the other party to an interest
rate swap that is not collateralized defaults, a Fund would risk the loss of
the net amount of the payments that it contractually is entitled to receive.
A Fund may buy and sell (i.e., write) caps and floors without limitation,
subject to the segregation requirement described above.

OPTIONS TRANSACTIONS

Each Fund may purchase listed put and call options on any securities
which it is eligible to purchase as a hedge against changes in market
conditions that may result in changes in the value of the Fund's portfolio
securities. The aggregate premiums on put options and call options purchased
by a Fund may not in each case exceed 5% of the value of the net assets of
the Fund as of the date of purchase. In addition, a Fund will not purchase
options if more than 25% of the value of its net assets would be hedged.

<PAGE>

A put gives the holder the right, in return for the premium paid, to
require the writer of the put to purchase from the holder a security at a
specified price. A call gives the holder the right, in return for the premium
paid, to require the writer of the call to sell a security to the holder at a
specified price. Put and call options on various stocks and financial indices
are traded on U.S. and foreign exchanges. A put option is covered if the
writer segregates cash, U.S. Government securities or other liquid debt or
equity securities equal to the exercise price. A call option is covered if
the writer owns the security underlying the call or has an absolute and
immediate right to acquire the security without additional cash consideration
upon conversion or exchange of other securities held by it.

PUT OPTIONS. If a Fund purchases a put option, the Fund acquires the
right to sell the underlying security at a specified price at any time during
the term of the option (for "American-style" options) or on the option
expiration date (for "European-style" options). Purchasing put options may
be used as a portfolio investment strategy when the Investment Manager
perceives significant short-term risk but substantial long-term appreciation
for the underlying security. The put option acts as an "insurance policy", as
it protects against significant downward price movement while it allows full
participation in any upward movement. If a Fund is holding a security which
the Investment Manager feels has strong fundamentals, but for some reason may
be weak in the near term, the Fund may purchase a put option on such
security, thereby giving itself the right to sell such security at a certain
strike price throughout the term of the option. Consequently, the Fund will
exercise the put only if the price of such security falls below the strike
price of the put. The difference between the strike price of the put and the
market price of the underlying security on the date the Fund exercises the
put, less transaction costs, will be the amount by which the Fund will be
able to hedge against a decline in the underlying security. If during the
period of the option the market price for the underlying security remains at
or above the put's strike price, the put will expire worthless, representing
a loss of the price the Fund paid for the put, plus transaction costs. If the
price of the underlying security increases, the profit the Fund realizes on
the sale of the security will be reduced by the premium paid for the put
option less any amount for which the put may be sold.

CALL OPTIONS. If a Fund purchases a call option, it acquires the right
to purchase the underlying security at a specified price at any time during
the term of the option. The purchase of a call option is a type of
"insurance policy" to hedge against losses that could incur if a Fund intends
to purchase the underlying security and the security thereafter increases in
price. The Fund will exercise a call option only if the price of the
underlying security is above the strike price at the time of exercise. If
during the option period the market price for the underlying security remains
at or below the strike price of the call option, the option will expire
worthless, representing a loss of the price paid for the option, plus
transaction costs. If the price of the underlying security increases, the
price the Fund pays for the security will in effect be increased by the
premium paid for the call.

STOCK INDEX OPTIONS. Each Fund may purchase put and call options with
respect to stock indices such as the S&P Composite 500 Stock Price Index and
other stock indices. Such options may be purchased as a hedge against
changes resulting from market conditions in the values of securities which
are held in a Fund's portfolio or which it intends to purchase or sell, or
when they are economically appropriate for the reduction of risks inherent in
the ongoing management of the Fund.

The distinctive characteristics of options on stock indices create certain
risks that are not present with stock options generally. Because the value of an
index option depends upon movements in the level of the index rather than the
price of a particular stock, whether a Fund will realize a gain or loss on the
purchase or sale of an index option depends upon movements in the level of stock
prices in the stock market generally rather than movements in the price of a
particular stock. Accordingly, successful use by a Fund of options on a stock
index will be subject to the Investment Manager's ability to predict correctly
movements in the direction of the stock market

<PAGE>

generally. This requires different skills and techniques than predicting
changes in the prices of individual stocks.

Index prices may be distorted if trading of certain stocks included in
an index is interrupted. Trading of index options also may be interrupted in
certain circumstances, such as if trading were halted in a substantial number
of stocks included in the index. If this were to occur, a Fund would not be
able to close out options which it had purchased, and if restrictions on
exercise were imposed, the Fund might be unable to exercise an option it
holds, which could result in substantial losses to the Fund. It is the policy
of the Funds to purchase put or call options only with respect to an index
which the Investment Manager believes includes a sufficient number of stocks
to minimize the likelihood of a trading halt in the index.

DEALER OPTIONS. Each Fund may engage in transactions involving dealer
options as well as exchange-traded options. Options not traded on an exchange
generally lack the liquidity of an exchange-traded option, and may be subject
to a Fund's restriction on investment in illiquid securities. In addition,
dealer options may involve the risk that the securities dealers participating
in such transactions will fail to meet their obligations under the terms of
the options.

SHORT SALES

Each Fund may engage in short sales transactions. A short sale that is
not made "against the box" is a transaction in which a Fund sells a security
it does not own in anticipation of a decline in market price. When a Fund
makes a short sale, the proceeds it receives are retained by the broker until
the Fund replaces the borrowed security. In order to deliver the security to
the buyer, the Fund must arrange through a broker to borrow the security and,
in so doing, the Fund becomes obligated to replace the security borrowed at
its market price at the time of replacement, whatever that price may be.

Short sales by a Fund that are not made "against the box" create
opportunities to increase the Fund's return but, at the same time, involve
special risk considerations and may be considered a speculative technique.
Since a Fund in effect profits from a decline in the price of the securities
sold short without the need to invest the full purchase price of the
securities on the date of the short sale, the Fund's net asset value per
share will tend to increase more when the securities it has sold short
decrease in value, and to decrease more when the securities it has sold short
increase in value, than would otherwise be the case if it had not engaged in
such short sales. Short sales theoretically involve unlimited loss potential,
as the market price of securities sold short may continuously increase,
although a Fund may mitigate such losses by replacing the securities sold
short before the market price has increased significantly. Under adverse
market conditions, a Fund might have difficulty purchasing securities to meet
its short sale delivery obligations, and might have to sell portfolio
securities to raise the capital necessary to meet its short sale obligations
at a time when fundamental investment considerations would not favor such
sales.

If a Fund makes a short sale "against the box," the Fund would not
immediately deliver the securities sold and would not receive the proceeds
from the sale. The seller is said to have a short position in the securities
sold until it delivers the securities sold, at which time it receives the
proceeds of the sale. A Fund's decision to make a short sale "against the
box" may be a technique to hedge against market risks when the Investment
Manager believes that the price of a security may decline, causing a decline
in the value of a security owned by the Fund or a security convertible into
or exchangeable for such security. In such case, any future losses in the
Fund's long position would be reduced by a gain in the short position.

In the view of the Securities and Exchange Commission ("SEC"), a short sale
involves the creation of a "senior security" as such term is defined in the 1940
Act, unless the sale is "against the

<PAGE>

box" and the securities sold are placed in a segregated account (not with the
broker), or unless the Fund's obligation to deliver the securities sold short
is "covered" by segregating (not with the broker) cash, U.S. Government
securities or other liquid debt or equity securities in an amount equal to
the difference between the market value of the securities sold short at the
time of the short sale and any cash or securities required to be deposited as
collateral with a broker in connection with the sale (not including the
proceeds from the short sale), which difference is adjusted daily for changes
in the value of the securities sold short. The total value of the cash and
securities deposited with the broker and otherwise segregated may not at any
time be less than the market value of the securities sold short at the time
of the short sale.

To avoid limitations under the 1940 Act on borrowing by investment
companies, short sales by each Fund will be "against the box", or the Fund's
obligation to deliver the securities sold short will be "covered" by
segregating cash, U.S. Government securities or other liquid debt or equity
securities in an amount equal to the market value of its delivery obligation.
A Fund will not make short sales of securities or maintain a short position
if doing so could create liabilities or require collateral deposits and
segregation of assets aggregating more than 25% of the value of the Fund's
total assets.

FUTURES TRANSACTIONS

The Funds may enter into futures contracts for the purchase or sale of
fixed-income securities, foreign currencies or contracts based on financial
indices, including indices of U.S. government securities, foreign government
securities, equity securities or fixed-income securities. For example, if a
Fund owns Treasury bonds and the portfolio manager expects interest rates to
increase, that Fund may take a short position in interest rate futures
contracts. Taking such a position would have much the same effect as that
Fund selling Treasury bonds in its portfolio. If interest rates increase as
anticipated, the value of the Treasury bonds would decline, but the value of
that Fund's interest rate futures contract will increase, thereby keeping the
net asset value of that Fund from declining as much as it may have otherwise.
If, on the other hand, a portfolio manager expects interest rates to decline,
the Fund may take a long position in interest rate futures contracts in
anticipation of later closing out the futures position and purchasing the
bonds. Although a Fund can accomplish similar results by buying securities
with long maturities and selling securities with short maturities, given the
greater liquidity of the futures market than the cash market, it may be
possible to accomplish the same result more easily and more quickly by using
futures contracts as an investment tool to reduce risk.

FUTURES CHARACTERISTICS. A futures contract is an agreement between two
parties (buyer and seller) to take or make delivery of an amount of cash
equal to the difference between the value of the currency, security or index
at the close of the last trading day of the contract and the price at which
the currency, security or index contract was originally written. In the case
of futures contracts traded on U.S. exchanges, the exchange itself or an
affiliated clearing corporation assumes the opposite side of each transaction
(i.e., as buyer or seller). A futures contract may be satisfied or closed out
by payment of the change in the cash value of the currency, security or
index. No physical delivery of the underlying currency, securities, or
securities in the index is made.

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termination of the futures contract, assuming all contractual obligations
have been satisfied. Futures contracts customarily are purchased and sold
with initial margins that may range upwards from less than 5% of the value of
the futures contract being traded. Subsequent payments, called "variation
margin", to and from the FCM, will be made on a daily basis as the price of
the underlying currency or stock index varies, making the long and short
positions in the futures contract more or less valuable. This process is
known as "marking to the market." For example, when a Fund has purchased a
currency futures contract and the price of the underlying currency has risen,
the Fund's position will have increased in value and the Fund will receive
from the FCM a variation margin payment equal to that increased value.
Conversely, when a Fund has purchased a currency futures contract and the
price of the underlying currency has declined, the position would be less
valuable and the Fund would be required to make a variation margin payment to
the FCM. At any time prior to expiration of a futures contract, a Fund may
elect to close the position by taking an identical opposite position which
will operate to terminate the Fund's position in the futures contrat. A final
determination of variation margin is then made, additional cash is required
to be paid by or released to the Fund, and the Fund realizes a loss or a
gain.

CHARACTERISTICS OF FUTURES OPTIONS. Each Fund may also purchase call
options and put options on securities or index futures contracts ("futures
options"), and each Fund may purchase futures options on currencies. A
futures option gives the holder the right, in return for the premium paid, to
assume a long position (in the case of a call) or short position (in the case
of a put) in a futures contract at a specified exercise price prior to the
expiration of the option. Upon exercise of a call option, the holder acquires
a long position in the futures contract and the writer is assigned the
opposite short position. In the case of a put option, the opposite is true. A
futures option may be closed out (before exercise or expiration) by an
offsetting purchase or sale of a futures option of the same series.

PURCHASE OF FUTURES. Each Fund may purchase a currency futures contract
when it anticipates the subsequent purchase of particular securities and has
the necessary cash, but expects the currency exchange rates then available in
the applicable market to be less favorable than rates that are currently
available, or to attempt to enhance return when it anticipates that future
currency exchange rates will be more favorable than current rates. Similarly,
when the Investment Manager anticipates a significant stock market or stock
market sector advance, a Fund may purchase a stock index futures contract
which affords a hedge against not participating in such advance at a time
when the Fund is not fully invested in equity securities. Such purchase of a
futures contract would serve as a temporary substitute for the purchase of
individual stocks which may later be purchased (with attendant costs) in an
orderly fashion. As such purchase of individual stocks are made, an
approximately equivalent amount of stock index futures would be terminated by
offsetting sales.

SALE OF FUTURES. Each Fund may sell a currency futures contract to
hedge against an anticipated decline in foreign currency rates that would
adversely affect the dollar value of a Fund's portfolio securities
denominated in such currency, or may sell a currency futures contract in one
currency to hedge against fluctuations in the value of securities denominated
in a different currency if there is an established historical pattern or
correlation between the two currencies. Similarly, a Fund may sell stock
index futures contracts in anticipation of or during a general stock market
or market sector decline that may adversely affect the market values of the
Fund's portfolio of equity securities. To the extent that the Fund's
portfolio of equity securities changes in value in correlation with a given
stock index, the sale of futures contracts on that index would reduce the
risk to the portfolio of a market decline and, by doing so, would provide an
alternative to the liquidation of securities positions in the portfolio with
resultant transaction costs.

PURCHASE OF PUT OPTIONS ON FUTURES. The purchase of a put option on a
currency, financial or index futures contract is analogous to the purchase of a
put on individual stocks, where

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an absolute level of protection from price fluctuation is sought below which
no additional economic loss would be incurred by a Fund. For example, put
options on futures may be purchased to hedge a portfolio of stocks or a
position in the futures contract upon which the put option is based against a
possible decline in market value. The purchase of a put option on a currency
futures contract can be used to hedge against unfavorable movements in
currency exchange rates, or to attempt to enhance returns in contemplation of
movements in such rates.

PURCHASE OF CALL OPTIONS ON FUTURES. The purchase of a call option on a
currency, financial or index futures contract represents a means of obtaining
temporary exposure to favorable currency exchange rate or interest rate
movements or temporary exposure to market appreciation with risk limited to
the premium paid for the call option. It is analogous to the purchase of a
call option on an individual security or index, which can be used as a
substitute for a position in the security or index itself. Depending on the
pricing of the option compared to either the futures contract upon which it
is based, or to the price of the underlying currency, security or index
itself, the call option may be less risky, because losses are limited to the
premium paid for the call option, when compared to the ownership of the
underlying currency, security or index futures contract. Like the purchase of
a currency, financial or index futures contract, a Fund would purchase a call
option on a currency, financial or index futures contract to hedge against an
unfavorable movement in exchange rates, interest rates or securities prices.

LIMITATIONS ON PURCHASE AND SALE OF FUTURES AND FUTURES OPTIONS. A Fund
may not purchase or sell futures contracts or purchase futures options if,
immediately thereafter, more than 30% of the value of its net assets would be
hedged. In addition, a Fund may not purchase or sell futures or purchase
futures options if, immediately thereafter, the sum of the amount of margin
deposits on the Fund's existing futures positions and premiums paid for
futures options would exceed 5% of the market value of the Fund's total
assets. In Fund transactions involving futures contracts, to the extent
required by applicable SEC guidelines, an amount of cash, U.S. Government
securities, or other liquid debt or equity securities equal to the market
value of the futures contracts will be segregated with the Fund's Custodian,
or in other segregated accounts as regulations may allow, to collateralize
the position and thereby to insure that the use of such futures is
unleveraged.

REGULATORY MATTERS. The Company has filed a claim of exemption from
registration of the Funds as commodity pools with the Commodity Futures
Trading Commission (the "CFTC"). Each Fund intends to conduct its futures
trading activity in a manner consistent with that exemption. The Investment
Manager is registered with the CFTC as both a commodity pool operator and as
a commodity trading advisor.

DEBT SECURITIES

The Tax Managed Growth and Global Equity Funds may, and the Strategic
Income Fund will, purchase debt obligations. The timing of purchase and sale
transactions in debt obligations may result in capital appreciation or
depreciation because the value of a debt obligation generally varies
inversely with prevailing interest rates.

RATINGS. Credit ratings evaluate the safety of principal and interest
payments of securities, not their market value. The rating of an issuer is
also heavily weighted by past developments and does not necessarily reflect
probable future conditions. There is frequently a lag between the time a
rating is assigned and the time it is updated. As credit rating agencies may
fail to timely change credit ratings of securities to reflect subsequent
events, the Investment Manager will also monitor issuers of such securities
to determine if such issuers will have sufficient cash flow and profits to
meet required principal and interest payments and to assure their liquidity.
In general, debt securities held by a Fund will be treated as investment
grade if they are rated by at least one major

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rating agency in one of its top four rating categories at the time of
purchase or, if unrated, are determined by the Investment Manager to be of
comparable quality. Investment grade means the issuer of the security is
believed to have adequate capacity to pay interest and repay principal,
although certain of such securities in the lower grades have speculative
characteristics, and changes in economic conditions or other circumstances
may be more likely to lead to a weakened capacity to pay interest and
principal than would be the case with higher rated securities. If the rating
of an investment grade security held by a Fund is downgraded, the Investment
Manager will determine whether it is in the best interests of the Fund to
continue to hold the security in its investment portfolio. The Global Equity
Fund and Strategic Income Fund may invest in debt securities rated, at the
time of purchase, below investment grade. Refer to the section entitled
"Investment and Risk Considerations" for the risks associated with below
investment grade debt securities.

GOVERNMENT OBLIGATIONS. U.S. Government obligations include obligations
issued or guaranteed as to principal and interest by the U.S. Government and
its agencies and instrumentalities, by the right of the issuer to borrow from
the U.S. Treasury, by the discretionary authority of the U.S. Government to
purchase certain obligations of the agency or instrumentality, or only by the
credit of the agency or instrumentality. No assurance can be given that the
U.S. Government will provide financial support to U.S. Government-sponsored
instrumentalities if it is not obligated to do so by law.

Each Fund may invest in sovereign debt obligations of foreign countries.
A number of factors affect a sovereign debtor's willingness or ability to
repay principal and interest in a timely manner, including its cash flow
situation, the extent of its foreign reserves, the availability of sufficient
foreign exchange on the date a payment is due, the relative size of the debt
service burden to the economy as a whole, the sovereign debtor's policy
toward principal international lenders and the political constraints to which
it may be subject. Emerging market governments could default on their
sovereign debt. Such sovereign debtors also may be dependent on expected
disbursements from foreign governments, multilateral agencies and other
entities abroad to reduce principal and interest arrearages on their debt.
The commitments on the part of these governments, agencies and others to make
such disbursements may be conditioned on a sovereign debtor's implementation
of economic reforms and/or economic performance and the timely service of
such debtor's obligations. Failure to meet such conditions could result in
the cancellation of such third parties' commitments to lend funds to the
sovereign debtor, which may further impair such debtor's ability or
willingness to service its debt in a timely manner.

ZERO COUPON, PAY-IN-KIND AND STEP COUPON SECURITIES. Each Fund may
invest in zero coupon, pay-in-kind and step coupon securities. Zero coupon
bonds are issued and traded at a discount from their face value. They do not
entitle the holder to any periodic payment of interest prior to maturity.
Step coupon bonds trade at a discount from their face value and pay coupon
interest. The coupon rate is low for an initial period and then increases to
a higher coupon rate. The discount from the face amount or par value depends
on the time remaining until cash payments begin, prevailing interest rates,
liquidity of the security and the perceived credit quality of the issuer.
Pay-in-kind bonds normally give the issuer an option to pay cash at a coupon
payment date or with a face value equal to the amount of the coupon payment
that would have been made.

Current federal income tax law requires holders of zero coupon securities
and step coupon securities to report the portion of the original issue discount
on such securities that accrues during

<PAGE>

a given year as interest income, even though the holders receive no cash
payments of interest during the year. In order to qualify as a "regulated
investment company" under the Internal Revenue Code of 1986 and the
regulations thereunder (the "Code"), a Fund must distribute its investment
company taxable income, including the original issue discount accrued on zero
coupon bonds or step coupon bonds. Because a Fund will not receive cash
payments on a current basis in respect of accrued original-issue discount on
zero coupon bonds or step coupon bonds during the period before interest
payments begin, in some years a Fund may have to distribute cash obtained
from other sources in order to satisfy the distribution requirements under
the Code. A Fund might obtain such cash from selling other portfolio
holdings, which might cause the Fund to incur capital gains or losses on the
sale. Additionally, these actions are likely to reduce the assets to which
Fund expenses could be allocated and to reduce the rate of return for the
Fund. In some circumstances, such sales might be necessary in order to
satisfy cash distribution requirements even though investment considerations
might otherwise make it undesirable for a Fund to sell the securities at the
time.

Generally, the market prices of zero coupon, step coupon and pay-in-kind
securities are more volatile than the prices of securities that pay interest
periodically and in cash and are likely to respond to changes in interest
rates to a greater degree than other types of debt securities having similar
maturities and credit quality.

PASS THROUGH SECURITIES. Each Fund may invest in various types of
pass-through securities, such as mortgage-backed securities, asset-backed
securities and participation interests. A pass-through security is a share or
certificate of interest in a pool of debt obligations that have been
repackaged by an intermediary, such as a bank or broker-dealer. The purchaser
of a pass-through security receives an undivided interest in the underlying
pool of securities. The issuers of the underlying securities make interest
and principal payments to the intermediary which are passed through to
purchasers, such as the Funds. The most common type of pass-through
securities are mortgage-backed securities, including those issued by the
Government National Mortgage Association ("GNMA"), the Federal Home Loan
Mortgage Corporation ("FHLMC"), and the Federal National Mortgage Association
("FNMA").

GNMA Certificates are mortgage-related securities that evidence an
undivided interest in a pool of mortgage loans. GNMA Certificates differ from
bonds in that principal is paid back monthly by the borrowers over the term
of the loan rather than returned in a lump sum at maturity. A Fund will
generally purchase "modified pass-through" GNMA Certificates, which entitle
the holder to receive a share of all interest and principal payments paid on
the mortgage pool, net of fees paid to the intermediary and GNMA, regardless
of whether or not the mortgagor actually makes the payment. GNMA Certificates
are backed as to the timely payment of principal and interest by the full
faith and credit of the U.S. Government.

FHLMC issues two types of mortgage pass-through securities: mortgage
participation securities ("PCs") and guaranteed mortgage securities ("GMCs").
PCs resemble GNMA Certificates in that each PC represents a pro rata share of
all interest and principal payments made on the underlying pool. FHLMC
guarantees timely payments of interest on PCs and the full return of
principal. GMCs also represent a pro rata interest in a pool of mortgages.
However, these instruments pay interest semiannually and return principal
once a year in guaranteed minimum payments. This type of security is
guaranteed by FHLMC as to timely payment principal and interest but it is not
guaranteed by the full faith and credit of the U.S. Government.

FNMA issues guaranteed mortgage pass-through certificates ("FNMA
Certificates"). FNMA Certificates resemble GNMA Certificates in that each FNMA
Certificate represents a pro rata share of all interest and principal payments
made and owned on the underlying pool. This type of security

<PAGE>

is guaranteed by FNMA as to timely payment of principal and interest, but it
is not guaranteed by the full faith and credit of the U.S. Government.

Except for GMCs, each of the mortgage-backed securities described above
is characterized by monthly payments to the holder, reflecting the monthly
payments made by the borrowers who received the underlying mortgage loans.
The payments to the security holders (such as the Funds), like the payments
on the underlying loans, represent both principal and interest. Pass-through
securities are subject to prepayment risk. Although the underlying mortgage
loans are for specified periods of time, such as 20 or 30 years, the
borrowers can, and typically do, pay them off sooner. Thus, the security
holders frequently receive prepayments of principal in addition to the
principal that is part of the regular monthly payments. A portfolio manager
will consider estimated prepayment rates in calculating the average weighted
maturity of a Fund. A borrower is more likely to prepay a mortgage that bears
a relatively high rate of interest. This means that in times of declining
interest rates, higher yielding mortgage-backed securities held by a Fund
might be converted to cash and that Fund will be forced to accept lower
interest rates when that cash is used to purchase additional securities in
the mortgage-backed securities sector or in other investment sectors.
Additionally, prepayments during such periods will limit a Fund's ability to
participate in as large a market gain as may be experienced with a comparable
security not subject to prepayment.

Asset-backed securities represent interests in pools of consumer loans
and are backed by paper or accounts receivables originated by banks, credit
card companies or other providers of credit. Generally, the originating bank
or credit provider is neither the obligor nor guarantor of the security and
interest and principal payments ultimately depend upon payment of the
underlying loans by individuals. Tax-exempt asset-backed securities include
units of beneficial interest in pools of purchase contracts, financing
leases, and sales agreements that may be created when a municipality enters
into an installment purchase contract or lease with a vendor. Such securities
may be secured by the assets purchased or leased by the municipality;
however, if the municipality stops making payments, there generally will be
no recourse against the vendor. The market for tax-exempt asset-backed
securities is still relatively new. These obligations are likely to involve
unscheduled prepayments of principal.

MUNICIPAL SECURITIES. Each Fund may invest in municipal securities
issued by states, territories and possessions of the United States and the
District of Columbia. The value of municipal obligations can be affected by
changes in their actual or perceived credit quality. The credit quality of
municipal obligations can be affected by among other things, the financial
condition of the issuer or guarantor, the issuer's future borrowing plans and
sources of revenue, the economic feasibility of the revenue bond project or
general borrowing purpose, political or economic developments in the region,
where the security is issued, and the liquidity of the security. Because
municipal securities are generally traded over-the-counter, the liquidity of
a particular issue often depends on the willingness of dealers to make a
market in the security. The liquidity of some municipal obligations may be
enhanced by demand features, which would enable a Fund to demand payment on
short notice from the issuer or a financial intermediary. Such securities
must be rated at least "A" or higher by Standard & Poor's or Moody's.

Each Fund may purchase insured municipal debt in which scheduled
payments of interest and principal are guaranteed by a private,
non-governmental or governmental insurance company. The insurance does not
guarantee the market value of the municipal debt or the value of the shares
of a Fund.

Securities of issuers of municipal obligations are subject to the
provisions of bankruptcy, insolvency and other laws affecting the rights and
remedies of creditors, such as the Bankruptcy Reform Act of 1978. In addition,
the obligations of such issuers may become subject to laws

<PAGE>

enacted in the future by Congress, state legislatures or referenda extending
the time for payment of principal or interest, or imposing other constraints
upon enforcement of such obligations or upon the ability of municipalities to
levy taxes. Furthermore, as a result of legislation or other conditions, the
power or ability of any issuer to pay, when due, the principal of and
interest on its municipal obligations may be materially affected.

MORAL OBLIGATION SECURITIES. Municipal securities may include "moral
obligation" securities which are usually issued by special purpose public
authorities. If the issuer of moral obligation bonds cannot fulfill its
financial responsibilities from current revenues, it may draw upon a reserve
fund, the restoration of which is a moral commitment but not a legal
obligation of the state or municipality which created the issuer.

INDUSTRIAL DEVELOPMENT AND POLLUTION CONTROL BONDS. Each Fund may invest
in tax exempt industrial development bonds and pollution control bonds which,
in most cases, are revenue bonds and generally are not payable from the
unrestricted revenues of an issuer. They are issued by or on behalf of public
authorities to raise money to finance to finance privately operated
facilities for business, manufacturing, housing, sport complexes, and
pollution control. Consequently, the credit quality of these securities is
dependent upon the ability of the user of the facilities financed by the
bonds and any guarantor to meet its financial obligations.

MUNICIPAL LEASE OBLIGATIONS. Each Fund may invest in lease obligations
or installment purchase contract obligations of municipal authorities or
entities ("municipal lease obligations"). Although lease obligations do not
constitute general obligations of the municipality for which its taxing power
is pledged, a lease obligation is ordinarily backed by the municipality's
covenant to budget for, appropriate and make the payment due under the lease
obligation. A Fund may also purchase "certificates of participation," which
are securities issued by a particular municipality or municipal authority to
evidence a proportionate interest in base rental or lease payments relating
to a specific project to be made by the municipality, agency or authority.
However, certain lease obligations contain "non-appropriation" clauses which
provide that the municipality has no obligation to make lease or installment
purchase payments in any year unless money is appropriated for such purpose
for such year. Although "non-appropriation" lease obligations are secured by
the leased property, disposition of the property in the event of default and
foreclosure might prove difficult. In addition, these securities represent a
relatively new type of financing and certain lease obligations may therefore
be considered to be illiquid securities.

SHORT-TERM OBLIGATIONS. Each Fund may invest in short-term municipal
obligations. These securities include the following:

TAX ANTICIPATION NOTES are used to finance working capital needs of
municipalities and are issued in anticipation of various seasonal tax
revenues, to be payable from these specific future taxes. They are usually
general obligations of the issuer, secured by the taxing power of the
municipality for the payment of principal and interest when due.

REVENUE ANTICIPATION NOTES are issued in expectation of receipt of other
kinds of revenue, such as federal revenues available under the Federal
Revenue Sharing Program. They also are usually general obligations of the
issuer.

BOND ANTICIPATION NOTES normally are issued to provide interim financing
until long-term financing can be arranged. The long-term bonds then provide
the money for the repayment of the notes.

<PAGE>

CONSTRUCTION LOAN NOTES are sold to provide construction financing for
specific projects. After successful completion and acceptance, many projects
receive permanent financing through FNMA or GNMA.

SHORT-TERM DISCOUNT NOTES (tax-exempt commercial paper) are short-term
(365 days or less) promissory notes issued by municipalities to supplement
their cash flow.

MORTGAGE-BACKED SECURITIES. The Funds may purchase mortgage-backed
securities issued by government and non-government entities such as banks,
mortgage lenders, or other financial institutions. A mortgage-backed security
may be an obligation of the issuer backed by a mortgage or pool of mortgages
or a direct interest in an underlying pool of mortgages. Some mortgage-backed
securities, such as collateralized mortgage obligations or CMOs, make
payments of both principal and interest at a variety of intervals; others
make semiannual interest payments at a predetermined rate and repay principal
at maturity (like a typical bond). Mortgage-backed securities are based on
various types of mortgages, including those on commercial real estate or
residential properties. Other types of mortgage-backed securities will likely
be developed in the future, and the Funds may invest in them if the
Investment Manager determines they are consistent with the Funds' investment
objectives and policies.

The value of a mortgage-backed security may change due to shifts in the
market's perceptions of the issuer. In addition, regulatory or tax changes
may adversely affect the mortgage securities market as a whole.
Mortgage-backed securities are subject to prepayment risk as described above
under "Pass Through Securities." Prepayment, which occurs when unscheduled or
early payments are made on the underlying mortgages, may shorten the
effective maturities of these securities and may lower their total returns.
The Funds will invest in CMOs and mortgage-backed securities only if the
Investment Manager determines that they are marketable.

FOREIGN MORTGAGE-RELATED SECURITIES. Foreign mortgage-related securities
are interests in pools of mortgage loans made to residential home buyers
domiciled in a foreign country. These include mortgage loans made by trust
and mortgage loan companies, credit unions, chartered banks, and others.
Pools of mortgage loans are assembled as securities for sale to investors by
various governmental, government-related and private organizations (e.g.
Canada Mortgage and Housing Corporation and First Australian National
Mortgage Acceptance Corporation Limited). The mechanics of these
mortgage-related securities are generally the same as those issued in the
United States. However, foreign mortgage markets may differ materially from
the U.S. mortgage market with respect to matters such as the sizes of loan
pools, pre-payment experience, and maturites of loans.

ASSET-BACKED SECURITIES. The Funds may purchase asset-backed
securities, which include undivided fractional interests in pools of consumer
loans (unrelated to mortgage loans) held in a trust. Payments of principal
and interest are passed through to certificate holders and are typically
supported by some form of credit enhancement, such as a letter of credit,
surety bonds or limited guarantees. The degree of credit enhancement varies,
but generally amounts to only a fraction of the asset-backed security's par
value until exhausted. If the credit enhancement is exhausted, certificate
holders may experience losses or delays in payment if the required payments
of principal and interest are not made to the trust with respect to the
underlying loans. The value of these securities also may change because of
changes in the market's perception of the creditworthiness of the servicing
agent for the loan pool, the originator of the loans, or the financial
institution providing the credit enhancement. Asset-backed securities
ultimately depend upon payment of consumer loans by individuals, and the
certificate holder generally has no recourse to the entity that originated
the loans. The underlying loans are subject to prepayments which shorten the
securities' weighted average life and may lower their returns. (As
prepayments flow through at par, total returns would be affected by the
prepayments; if a security were trading at a premium, its

<PAGE>

total return would be lowered by prepayments, and if a security were trading
at a discount, its total return would be increased by prepayments.) The Funds
will invest in asset backed securities only if the Investment Manager
determines that they are marketable.

OTHER INCOME-PRODUCING SECURITIES

Other types of income producing securities that the Funds may purchase
include, but are not limited to, the following types of securities.

VARIABLE OR FLOATING RATE OBLIGATIONS. These types of securities bear
variable or floating interest rates and carry rights that permit holders to
demand payment of the unpaid principal balance plus accrued interest from the
issuers of certain financial intermediaries. Floating rate instruments have
interest rates that change whenever there is a change in a designated base
rate while variable rate instruments provide for a specified periodic
adjustment in the interest rate. These formulas are designed to result in a
market value for the instrument that approximates its par value.

STANDBY COMMITMENTS. These instruments, which are similar to a put, give
a Fund the option to obligate a broker, dealer or bank to repurchase a
security held by that Fund at a specified price.

TENDER OPTION BONDS. Tender option bonds are relatively long-term bonds
that are coupled with the agreement of a third party (such as a broker,
dealer, or bank) to grant the holders of such securities the option to tender
the securities to the institution at periodic intervals.

INVERSE FLOATERS. Inverse floaters are debt instruments whose interest
bears an inverse relationship to the interest rate on another security or an
index.

The Funds will purchase standby commitments, tender option bonds,
inverse floaters and instruments with demand features primarily for the
purpose of increasing the liquidity of their portfolios.

INDEX AND CURRENCY-LINKED SECURITIES. Each Fund may invest in
"index-linked" or "commodity-linked" notes, which are debt securities of
companies that call for interest payments and/or payment at maturity in
different terms than the typical note where the borrower agrees to make fixed
interest payments and to pay a fixed sum at maturity. Principal and/or
interest payments on an index-linked note depend on the performance of one or
more market indices, such as the S&P 500 Index or a weighted index of
commodity futures such as crude oil, gasoline and natural gas. The Funds may
also invest in "equity-linked" and "currency-linked" debt securities. At
maturity, the principal amount of an equity-linked debt security is exchanged
for common stock of the issuer or is payable in an amount based on the
issuer's common stock price at the time of maturity. Currency-linked debt
securities are short-term or intermediate term instruments having a value at
maturity, and/or an interest rate, determined by reference to one or more
foreign currencies. Payment of principal or periodic interest may be
calculated as a multiple of the movement of one currency against another
currency, or against an index.

Index and currency-linked securities are derivative instruments which
may entail substantial risks. Such instruments may be subject to significant
price volatility. The company issuing the instrument may fail to pay the
amount due on maturity. The underlying investment or security may not perform
as expected by the Investment Manager. Markets, underlying securities, and
indexes may move in a direction that was not anticipated by the Investment
Manager. Performance of the derivatives may be influenced by interest rate
and other market changes in the U.S and abroad. Certain derivative
instruments may be illiquid.

<PAGE>

CONVERTIBLE SECURITIES AND WARRANTS

Each Fund may invest in convertible securities and warrants. The value
of a convertible security is a function of its "investment value" (determined
by its yield in comparison with the yields of other securities of comparable
maturity and quality that do not have conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into
the underlying common stock). The credit standing of the issuer and other
factors may also affect the investment value of a convertible security. The
conversion value of a convertible security is determined by the market price
of the underlying common stock. If the conversion value is low relative to
the investment value, the price of the convertible security is governed
principally by its investment value. To the extent the market price of the
underlying common stock approaches or exceeds the conversion price, the price
of the convertible security will be increasingly influenced by its conversion
value.

As a matter of operating policy, no Fund will invest more than 5% of its
net assets in warrants. A warrant gives the holder a right to purchase at any
time during a specified period a predetermined number of shares of common
stock at a fixed price. Unlike convertible debt, securities or preferred
stock, warrants do not pay a fixed dividend. Investments in warrants involve
certain risks, including the possible lack of a liquid market for resale of
the warrants, potential price fluctuations as a result of speculation or
other factors, and failure of the price of the underlying security to reach
or have reasonable prospects of reaching a level at which the warrant can be
prudently exercised (in which event the warrant may expire without being
exercised) resulting in a loss of the Fund's entire investment therein.

SYNTHETIC CONVERTIBLE SECURITIES

Each Fund may invest in "synthetic" convertible securities, which are
derivative positions composed of two or more different securities whose
investment characteristics, taken together, resemble those of convertible
securities. For example, a Fund may purchase a non-convertible debt security
and a warrant or option, which enables a Fund to have a convertible-like
position with respect to a company, group of companies or stock index.
Synthetic convertible securities are typically offered by financial
institutions and investment banks in private placement transactions. Upon
conversion, the Fund generally receives an amount in cash equal to the
difference between the conversion price and the then current value of the
underlying security. Unlike a true convertible security, a synthetic
convertible comprises two or more separate securities, each with its own
market value. Therefore, the market value of a synthetic convertible is the
sum of the values of its fixed-income component and its convertible
component. For this reason, the values of a synthetic convertible and a true
convertible security may respond differently to market fluctuations. A Fund
only invests in synthetic convertibles with respect to companies whose
corporate debt securities are rated "A" or higher by Moody's or Standard &
Poor's and will not invest more than 15% of its net assets in such synthetic
securities and other illiquid securities.

PREFERRED STOCK

Each Fund may purchase preferred stock. Preferred stock, unlike common
stock, offers a stated dividend rate payable from a corporation's earnings.
Such preferred stock dividends may be cumulative or non-cumulative,
participating, or auction rate. If interest rates rise, the fixed dividend
on preferred stocks may be less attractive, causing the price of preferred
stocks to decline. Preferred stock may have mandatory sinking fund
provisions, as well as call/redemption provisions prior to maturity, a
negative feature when interest rates decline. Dividends on some preferred
stock may be "cumulative," requiring all or a portion of prior unpaid
dividends to be paid prior to payment of dividends on the issuer's common
stock. Preferred stock also generally has a preference over common stock on
the distribution of a corporation's assets in the event of liquidation of the
corporation, and may be "participating," which means that it may be entitled
to a dividend

<PAGE>

exceeding the stated dividend in certain cases. The rights of the holders of
preferred stock on the distribution of a corporation's assets in the event of
a liquidation are generally subordinate to the rights associated with a
corporation's debt securities.

"ROLL" TRANSACTIONS

Each Fund may enter into "roll" transactions, which are the sale of GNMA
certificates and other securities together with a commitment to purchase
similar, but not identical, securities at a later date from the same party.
During the roll period, a Fund forgoes principal and interest paid on the
securities. The Fund is compensated by the difference between the current
sales price and the forward price for the future purchase, as well as by the
interest earned on the cash proceeds of the initial sale. Like when-issued
securities or firm commitments, roll transactions involve the risk that the
market value of the securities sold by the Fund may decline below the price
at which the Fund is committed to purchase similar securities. Additionally,
in the event the buyer of securities under a roll transaction files for
bankruptcy or becomes insolvent, the Fund's use of the proceeds of the
transactions may be restricted pending a determination by the other party, or
its trustee or receiver, whether to enforce the Fund's obligation to
repurchase the securities.

A Fund will engage in roll transactions for the purpose of acquiring
securities for its portfolio consistent with its investment objective and
policies and not for investment leverage. Nonetheless, roll transactions are
speculative techniques and are considered to be the economic equivalent of
borrowings by the Fund. To avoid leverage, the Fund will establish a
segregated account with its Custodian in which it will maintain liquid assets
in an amount sufficient to meet its payment obligations with respect to these
transactions. A Fund will not enter into roll transactions if, as a result,
more than 15% of the Fund's net assets would be segregated to cover such
contracts.

INVESTMENT IN ILLIQUID SECURITIES

Each Fund may purchase illiquid securities. The Investment Manager takes
into account a number of factors in reaching liquidity decisions, including,
but not limited to: the listing of the security on an exchange or national
market system; the frequency of trading in the security; the number of
dealers who publish quotes for the security; the number of dealers who serve
as market makers for the security; the apparent number of other potential
purchasers; and the nature of the security and how trading is effected (e.g.,
the time needed to sell the security, how offers are solicited, and the
mechanics of transfer).

CASH-EQUIVALENT INSTRUMENTS

Other than as described under INVESTMENT RESTRICTIONS below, the Funds
are not restricted with regard to the types of cash-equivalent investments
they may make. When the Investment Manager believes that such investments are
an appropriate part of a Fund's overall investment strategy, the Fund may
hold or invest, for investment purposes, a portion of its assets in any of
the following, denominated in U.S. dollars, foreign currencies, or
multinational currencies: cash; short-term U.S. or foreign government
securities; commercial paper rated at least A-2 by Standard & Poor's or P-2
by Moody's certificates of deposit or other deposits of banks deemed
creditworthy by the Investment Manager pursuant to standards adopted by the
Company's Board of Directors (herein after collectively referred to as the
"Board of Directors"); time deposits; bankers' acceptances; and repurchase
agreements related to any of the foregoing. In addition, for temporary
defensive purposes under abnormal market or economic conditions, a Fund may
invest up to 100% of its assets in such cash-equivalent investments.

A certificate of deposit is a short-term obligation of a commercial bank.
A bankers' acceptance is a time draft drawn on a commercial bank by a borrower,
usually in connection with

<PAGE>

international commercial transactions. A repurchase agreement involves a
transaction by which an investor (such as a Fund) purchases a security and
simultaneously obtains the commitment of the seller (a member bank of the
Federal Reserve System or a securities dealer deemed creditworthy by the
Investment Manager pursuant to standards adopted by the Board of Directors)
to repurchase the security at an agreed-upon price on an agreed-upon date
within a number of days (usually not more than seven) from the date of
purchase.

PORTFOLIO TURNOVER

Securities in a Fund's portfolio will be sold whenever the Investment
Manager believes it is appropriate to do so, regardless of the length of time
that securities have been held, and securities may be purchased or sold for
short-term profits whenever the Investment Manager believes it is appropriate
or desirable to do so. Turnover will be influenced by sound investment
practices, a Fund's investment objective, and the need for funds for the
redemption of a Fund's shares, although the Tax Managed Growth Fund will also
be influenced by its strategy of holding securities long enough to avoid
higher, short-term capital gains taxes, selling shares with a higher cost
basis first, and offsetting gains realized in one security by selling another
security at a capital loss. In an attempt to minimize capital gains on other
holdings, the Tax Managed Growth Fund may also realize accrued losses on some
stocks.

For example, a 150% portfolio turnover rate would occur if the value of
purchases or sales of portfolio securities (whichever is less) by a Fund for
a year (excluding purchases of U.S. Treasury issues and securities with a
maturity of one year or less) were equal to 150% of the average monthly value
of the securities held by the Fund during such year. As a result of the
manner in which turnover is measured, a high turnover rate could also occur
during the first year of a Fund's operations, and during periods when a
Fund's assets are growing or shrinking.

INVESTMENT RESTRICTIONS

In making purchases within the foregoing policies, each Fund and the
Investment Manager will be subject to the restrictions referred to under
INVESTMENT RESTRICTIONS below. If a percentage restriction on a Fund's
investment or utilization of assets set forth above or under INVESTMENT
RESTRICTIONS is adhered to at the time the investment is made, a later change
in percentage resulting from changing value or a similar type of event will
not be considered a violation of the Fund's investment policies or
restrictions. A Fund may exchange securities, exercise conversion or
subscription rights, warrants or other rights to purchase common stock or
other equity securities and may hold, except to the extent limited by the
1940 Act, any such securities so acquired without regard to the Fund's
investment policies and restrictions.

INVESTMENT AND RISK CONSIDERATIONS

INVESTMENTS IN FOREIGN SECURITIES GENERALLY

Investments in foreign securities may offer investment opportunities and
potential benefits not available from investments solely in securities of
U.S. issuers. Such benefits may include higher rates of interest on debt
securities than are available from domestic issuers, the opportunity to
invest in foreign issuers that appear, in the opinion of the Investment
Manager, to offer better opportunity for long-term capital appreciation than
investments in securities of U.S. issuers, the opportunity to invest in
foreign countries with economic policies or business cycles different from
those of the United States and the opportunity to reduce fluctuations in
portfolio value by taking advantage of foreign markets that do not
necessarily move in a manner parallel to U.S. stock markets.

<PAGE>

At the same time, however, investing in foreign securities involves
significant risks, some of which are not typically associated with investing
in securities of U.S. issuers. For example, the value of investments in such
securities may fluctuate based on changes in the value of one or more foreign
currencies relative to the U.S. dollar, and a change in the exchange rate of
one or more foreign currencies could reduce the value of certain portfolio
securities. Currency exchange rates may fluctuate significantly over short
periods of time, and are generally determined by the forces of supply and
demand and other factors beyond a Fund's control. Changes in currency
exchange rates may, in some circumstances, have a greater effect on the
market value of a security than changes in the market price of the security.
To the extent that a substantial portion of a Fund's total assets is
denominated or quoted in the currency of a foreign country, the Fund will be
more susceptible to the risk of adverse economic and political developments
within that country. As discussed above, each Fund may employ certain
investment techniques to hedge its foreign currency exposure; however, such
techniques also entail certain risks.

In addition, information about foreign issuers may be less readily
available than information about domestic issuers. Foreign issuers generally
are not subject to accounting, auditing, and financial reporting standards or
to other regulatory practices and requirements comparable to those applicable
to U.S. issuers. Furthermore, with respect to certain foreign countries, the
possibility exists of expropriation, nationalization, revaluation of
currencies, confiscatory taxation, and limitations on foreign investment and
the use or removal of funds or other assets of a Fund, including the
withholding of tax on interest, dividends and other distributions and
limitations on the repatriation of currencies. In addition, a Fund may
experience difficulties or delays in obtaining or enforcing judgments.
Foreign securities may be subject to foreign government taxes that could
reduce the yield and total return on such securities.

Foreign equity securities may be traded on an exchange in the issuer's
country, an exchange in another country, or over-the-counter in one or more
countries. Most foreign securities markets, including over-the-counter
markets, have substantially less volume than U.S. securities markets, and the
securities of many foreign issuers may be less liquid and more volatile than
securities of comparable U.S. issuers. In addition, there is generally less
government regulation of securities markets, securities exchanges, securities
dealers, and listed and unlisted companies in foreign countries than in the
United States.

Foreign markets also have different clearance and settlement procedures,
and in certain markets there have been times when settlements have been
unable to keep pace with the volume of securities transactions, making it
difficult to conduct and complete such transactions. Inability to dispose of
a portfolio security caused by settlement problems could result either in
losses to a Fund due to subsequent declines in the value of the portfolio
security or, if a Fund has entered into a contract to sell that security,
could result in possible liability of the Fund to the purchaser. Delays in
settlement could adversely affect a Fund's ability to implement its
investment strategies and to achieve its investment objectives.

In addition, the costs associated with transactions in securities traded
on foreign markets or of foreign issuers, and the expense of maintaining
custody of such securities with foreign custodians, generally are higher than
the costs associated with transactions in U.S. securities on U.S. markets.
Investments in foreign securities may result in higher expenses due to the
cost of converting foreign currency to U.S. dollars, the payment of fixed
brokerage commissions on foreign exchanges, the expense of maintaining
securities with foreign custodians and the imposition of transfer taxes or
transaction charges associated with foreign exchanges.

Investment in debt securities of supranational organizations involves
additional risks. Such organizations' debt securities generally are not
guaranteed by their member governments, and payment depends on their financial
solvency and/or the willingness and ability of their member

<PAGE>

governments to support their obligations. Continued support of a
supranational organization by its government members is subject to a variety
of political, economic and other factors, as well as the financial
performance of the organization.

DEPOSITARY RECEIPTS

In many respects, the risks associated with investing in depositary
receipts are similar to the risks associated with investing in foreign equity
securities directly. In addition, to the extent that a Fund acquires
depositary receipts through banks that do not have a contractual relationship
with the foreign issuer of the security underlying the depositary receipts to
issue and service depositary receipts, there may be an increased possibility
that the Fund would not become aware of and be able to respond to corporate
actions, such as stock splits or rights offerings, involving the foreign
issuer in a timely manner.

The information available for American Depositary Receipts ("ADRs")
sponsored by the issuers of the underlying securities is subject to the
accounting, auditing, and financial reporting standards of the domestic
market or exchange on which they are traded, which standards generally are
more uniform and more exacting than those to which many non-domestic issuers
may be subject. However, some ADRs are sponsored by persons other than the
issuers of the underlying securities. Issuers of the stock on which such
ADRs are based are not obligated to disclose material information in the
United States. The information that is available concerning the issuers of
the securities underlying European Depositary Receipts ("EDRs") and Global
Depositary Receipts ("GDRs") may be less than the information that is
available about domestic issuers, and EDRs and GDRs may be traded in markets
or on exchanges that have lesser standards than those applicable to the
markets for ADRs.

A depositary receipt will be treated as an illiquid security for
purposes of a Fund's restriction on the purchases of such securities unless
the depositary receipt is convertible into cash by the Fund within seven days.

EMERGING MARKET SECURITIES

There are special risks associated with investments in securities of
companies organized or headquartered in developing countries with emerging
markets that are in addition to the usual risks of investing in securities of
issuers located in developed foreign markets around the world, and investors
in the Funds are strongly advised to consider those risks carefully. The
securities markets of emerging market countries are substantially smaller,
less developed, less liquid, and more volatile than the securities markets of
the United States and developed foreign markets. As a result, the prices of
emerging market securities may increase or decrease much more rapidly and
much more dramatically than the prices of securities of issuers located in
developed foreign markets. Disclosure and regulatory standards in many
respects are less stringent than in the United States and developed foreign
markets. There also may be a lower level of monitoring and regulation of
securities markets in emerging market countries and the activities of
investors in such markets, and enforcement of existing regulations has been
extremely limited.

Many emerging market countries have experienced substantial, and in some
periods extremely high, rates of inflation for many years. Inflation and
rapid fluctuations in inflation rates have had and may continue to have very
negative effects on the economies and securities markets of certain emerging
market countries. Economies in emerging markets generally are heavily
dependent upon international trade and, accordingly, have been and may
continue to be affected adversely by trade barriers, exchange controls,
managed adjustments in relative currency values, and other protectionist
measures imposed or negotiated by the countries with which they trade. These
economies also have been and may continue to be adversely affected by
economic

<PAGE>

conditions in the countries with which they trade. In addition, custodial
services and other costs related to investment in foreign markets may be more
expensive in emerging markets than in many developed foreign markets, which
could reduce the Funds' investment returns from such securities.

In many cases, governments of emerging market countries continue to
exercise a significant degree of control over the economies of such
countries, and government actions relative to the economy, as well as
economic developments generally, also may have a major effect on an issuer's
prospects. In addition, certain of such governments have in the past failed
to recognize private property rights and have at times naturalized or
expropriated the assets of private companies. There is also a heightened
possibility of confiscatory taxation, imposition of withholding taxes on
dividend and interest payments, or other similar developments that could
affect investments in those countries. As a result, there can be no assurance
that adverse political changes will not cause a Fund to suffer a loss with
respect to any of its holdings. In addition, political and economic
structures in many of such countries may be undergoing significant evolution
and rapid development, and such countries may lack the social, political and
economic stability characteristics of more developed countries. Unanticipated
political or social developments may affect the values of a Fund's
investments in those countries and the availability of additional investments
in those countries.

INVESTMENTS IN SMALLER COMPANIES

Investment in the securities of companies with market capitalizations
below $1 billion involves greater risk and the possibility of greater
portfolio price volatility than investing in larger capitalization companies.
The securities of small-sized concerns, as a class, have shown market
behavior which has had periods of more favorable results, and periods of less
favorable results, relative to securities of larger companies as a class.
For example, smaller capitalization companies may have less certain growth
prospects, and may be more sensitive to changing economic conditions, than
large, more established companies. Moreover, smaller capitalization companies
often face competition from larger or more established companies that have
greater resources. In addition, the smaller capitalization companies in which
a Fund may invest may have limited or unprofitable operating histories,
limited financial resources, and inexperienced management. Furthermore,
securities of such companies are often less liquid than securities of larger
companies, and may be subject to erratic or abrupt price movements. To
dispose of these securities, a Fund may have to sell them over an extended
period of time below the original purchase price. Investments in smaller
capitalization companies may be regarded as speculative.

Securities issued by companies (including predecessors) that have
operated for less than three years may have limited liquidity, which can
result in their prices being lower than might otherwise be the case. In
addition, investments in such companies are more speculative and entail
greater risk than do investments in companies with established operating
records.

CONVERTIBLE SECURITIES

Investment in convertible securities involves certain risks. The value
of a convertible security is a function of its "investment value" (determined
by its yield in comparison with the yields of other securities of comparable
maturity and quality that do not have a conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into
the underlying stock). If the conversion value is low relative to the
investment value, the price of the convertible security will be governed
principally by its yield, and thus may not decline in price to the same
extent as the underlying stock; to the extent the market price of the
underlying common stock approaches or exceeds the conversion price, the price
of the convertible security will be influenced increasingly by its conversion
value. A convertible security held by a Fund may be subject to redemption at
the

<PAGE>

option of the issuer at a price established in the instrument governing the
convertible security, in which event the Fund will be required to permit the
issuer to redeem the security, convert it into the underlying common stock,
or sell it to a third party.

BELOW INVESTMENT GRADE DEBT SECURITIES

The Global Equity Fund and Strategic Income Fund may invest in debt
securities rated below investment grade. Lower quality debt securities held
by the Global Equity Fund and the Strategic Income Fund will be rated at
least B by Standard & Poor's, an equivalent rating by another recognized
rating agency or, if unrated, judged by the Investment Manager to be of
comparable quality, if the Investment Manager believes that the financial
condition of the issuer or the protection afforded to the particular
securities is stronger than would otherwise be indicated by such low ratings
or the lack thereof. Debt securities rated below investment grade or
equivalent ratings, commonly referred to as "junk bonds," are subject to
greater risk of loss of income and principal than higher-rated bonds and are
considered to be predominantly speculative with respect to the issuer's
capacity to pay interest and repay principal, which may in any case decline
during sustained periods of deteriorating economic conditions or rising
interest rates. Junk bonds are generally considered to be subject to greater
market risk in times of deteriorating economic conditions, and to wider
market and yield fluctuations, than higher-rated securities. Junk bonds may
also be more susceptible to real or perceived adverse economic and
competitive industry conditions than investment grade securities. The market
for such securities may be thinner and less active than that for higher-rated
securities, which can adversely affect the prices at which these securities
can be sold. To the extent that there is no established secondary market for
lower-rated securities, a Fund may experience difficulty in valuing such
securities and, in turn, its assets. In addition, adverse publicity and
investor perceptions about junk bonds, whether or not based on fundamental
analysis, may tend to decrease the market value and liquidity of such
securities. The Investment Manager will try to reduce the risk inherent in
the Funds' investments in such securities through credit analysis,
diversification and attention to current developments and trends in interest
rates and economic conditions. However, there can be no assurance that
losses will not occur. Since the risk of default is higher for lower-rated
bonds, the Investment Manager's research and credit analysis are a
correspondingly more important aspect of its program for managing the
Strategic Income Fund's investments in such debt securities. The Investment
Manager will attempt to identify those issuers of high-yielding securities
whose financial conditions are adequate to meet future obligations, or have
improved or are expected to improve in the future.

DELAYED-DELIVERY TRANSACTIONS

Each of the Funds may buy and sell securities on a delayed-delivery or
when-issued basis. These transactions involve a commitment by a Fund to purchase
or sell specific securities at a predetermined price and/or yield, with payment
and delivery taking place after the customary settlement period for that type of
security (and more than seven days in the future). Typically, no interest
accrues to the purchaser until the security is delivered. A Fund may receive
fees for entering into delayed-delivery transactions. When purchasing securities
on a delayed-delivery basis, a Fund assumes the rights and risks of ownership,
including the risk of price and yield fluctuations. Because a Fund is not
required to pay for securities until the delivery date, these risks are in
addition to the risks associated with the Fund's other investments. If a Fund
remains substantially fully invested at a time when delayed-delivery purchases
are outstanding, the delayed-delivery purchases may result in a form of
leverage. When delayed-delivery purchases are outstanding, a Fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When a Fund has sold a security on a delayed-delivery
basis, the Fund does not participate in further gains or losses with respect to
the security. If the other party to a delayed-delivery transaction fails to
deliver or pay for the securities, the Fund could miss a favorable price or

<PAGE>

yield opportunity, or could suffer a loss. A Fund may dispose of or
renegotiate delayed-delivery transactions after they are entered into, and
may sell underlying securities before they are delivered, which may result in
capital gains or losses.

OPTIONS

There are several risks associated with transactions in options on
securities, currencies and financial indices. Options may be more volatile
than the underlying instruments, and therefore, on a percentage basis, an
investment in options may be subject to greater fluctuation than an
investment in the underlying instruments themselves. There are also
significant differences between the securities and options markets that could
result in an imperfect correlation between these markets, causing a given
transaction not to achieve its objective. In addition, a liquid secondary
market for particular options may be absent for reasons which include the
following: there may be insufficient trading interest in certain options;
restrictions may be imposed by an exchange on opening transactions or closing
transactions or both; trading halts, suspensions or other restrictions may be
imposed with respect to particular classes or series of options or underlying
instruments; unusual or unforeseen circumstances may interrupt normal
operations on an exchange; the facilities of an exchange or clearing
corporation may not at all times be adequate to handle current trading
volume; or one or more exchanges could, for economic or other reasons,
decide, or be compelled at some future date, to discontinue the trading of
options (or a particular class or series of options), in which event the
secondary market on that exchange (or in that class or series of options)
would cease to exist, although outstanding options that had been issued by a
clearing corporation as a result of trades on that exchange would continue to
be exercisable in accordance with their terms.

A decision as to whether, when and how to use options involves the
exercise of skill and judgment, and even a well-conceived transaction may be
unsuccessful to some degree because of market behavior or unexpected events.

In addition, when trading options on foreign exchanges, many of the
protections afforded to participants in U.S. option exchanges will not be
available. For example, there may be no daily price fluctuation limits in
such exchanges or markets, and adverse market movements could therefore
continue to an unlimited extent over a period of time. Although the purchaser
of an option cannot lose more than the amount of the premium plus related
transaction costs, this entire amount could be lost.

Potential losses to the writer of an option are not limited to the loss
of the option premium received by the writer, and thus may be greater than
the losses incurred in connection with the purchasing of an option.

FUTURES TRANSACTIONS

There are several risks in connection with the use of futures contracts in
the Funds. One risk arises because the correlation between movements in the
price of a futures contract and movements in the price of the security or
currency which is the subject of the hedge is not always perfect. The price of
the futures contract acquired by a Fund may move more than, or less than, the
price of the security or currency being hedged. If the price of the future moves
less than the price of the security or currency which is the subject of the
hedge, the hedge will not be fully effective but, if the price of the security
or currency being hedged has moved in an unfavorable direction, the Fund would
be in a better position than if it had not hedged at all. If the price of the
security or currency being hedged has moved in a favorable direction, this
advantage will be partially offset by movement in the value of the future. If
the price of the futures contract moves more than the price of the security or
currency, the Fund will experience either a loss or a gain on the futures
contract

<PAGE>

which will not be completely offset by movements in the price of the security
or currency which is the subject of the hedge.

To compensate for the imperfect correlation of movements in the price of
a security or currency being hedged and movements in the price of the
futures, a Fund may buy or sell futures contracts in a greater dollar amount
than the dollar amount of the security or currency being hedged, if the
historical volatility of the price of such security or currency has been
greater than the historical volatility of the security or currency.
Conversely, a Fund may buy or sell fewer futures contracts if the historical
volatility of the price of the security or currency being hedged is less than
the historical volatility of the security or currency.

Because of the low margins required, futures trading involves a high
degree of leverage. As a result, a relatively small investment in a futures
contract by a Fund may result in immediate and substantial loss, or gain, to
the Fund. A purchase or sale of a futures contract may result in losses in
excess of the initial margin for the futures contract. However, the Fund
would have sustained comparable losses if, instead of the futures contract,
it had invested in the underlying financial instrument and sold the
instrument after the decline.

When futures are purchased by a Fund to hedge against a possible
unfavorable movement in a currency exchange rate before the Fund is able to
invest its cash (or cash equivalents) in stock or debt instruments in an
orderly fashion, it is possible that the currency exchange rate may move in a
favorable manner instead. If the Fund then decides not to invest in stock or
debt instruments at that time because of concern as to possible further
market decline or for other reasons, the Fund will realize a loss on the
futures contract that is not offset by a reduction in the price of securities
purchased.

In addition to the possibility that there may be an imperfect
correlation, or no correlation at all, between movements in the futures and
the security or currency which is the subject of a hedge, the price of
futures contracts may not correlate perfectly with movements in the index or
currency due to certain market distortions. First, all participants in the
futures market are subject to margin deposit and maintenance requirements.
Rather than meeting additional margin deposit requirements, investors may
close futures contracts through offsetting transactions. This practice could
distort the normal relationship between the index or currency and futures
markets. Second, from the point of view of speculators, the deposit
requirements in the futures market may be less onerous than margin
requirements in the security or currency market. Therefore, increased
participation by speculators in the futures market also may cause temporary
price distortions. Due to the possibility of price distortion in the futures
market and because of the imperfect correlation between movements in the
index or currency and movements in the price of index or currency futures, a
correct forecast of general market or currency trends by the Investment
Manager still may not result in a successful hedging transaction over a short
time frame.

Futures exchanges may limit the amount of fluctuation permitted in
certain futures contract prices during a single trading day. Once the daily
limit has been reached, no more trades may be made on that day at a price
beyond the limit. The daily limit governs only price movements during a
particular trading day and therefore does not limit potential losses, because
the limit may prevent the liquidation of unfavorable positions.

Compared to the use of a futures contract, the purchase of an option on
a futures contract involves less potential risk to a Fund because the maximum
amount at risk is the premium paid for the option (plus transaction costs).
However, there may be circumstances when the use of an option on a futures
contract would result in loss to a Fund when the use of a futures contract
would not, such as when there is no movement in the level of an index. In
addition, daily changes in the value of the option due to changes in the
value of the underlying futures contract are reflected in the net asset value
of the Fund.

<PAGE>

A Fund will only enter into futures contracts or purchase futures
options that are standardized and traded on a U.S. or foreign exchange or
board of trade, or similar entity, or quoted on an automated quotation
system. However, there is no assurance that a liquid secondary market on an
exchange or board of trade will exist for any particular futures contract or
futures option or at any particular time. In such event, it may not be
possible to close a futures position, and, in the event of adverse price
movements, the Fund would continue to be required to make daily cash payments
of variation margin. In the event futures contracts have been used to hedge a
portfolio security or currency, an increase in the price of the security or
currency, if any, may partially or completely offset losses on the futures
contract. However, as described above, there is no guarantee that the price
of the security or currency will, in fact, correlate with the movements in
the futures contract and thus provide an offset to losses on a futures
contract.

Successful use of futures by the Funds is subject to the Investment
Manager's ability to predict correctly movements in the direction of the
security and currency markets. For example, if a Fund hedged against the
possibility of a decline in the market adversely affecting stocks held in its
portfolio and stock prices increased instead, the Fund would lose part or all
of the benefit of the increased value of its stocks which it hedged because
it would have offsetting losses in its futures positions. In addition, in
such situations, if a Fund had insufficient cash, it might have to sell
securities to meet daily variation margin requirements. Such sales of
securities might, but would not necessarily be at increased prices which
would reflect the rising market. Similarly, if a Fund purchased currency
futures contracts with the intention of profiting from a favorable change in
currency exchange rates, and the change was unfavorable, the Fund would incur
a loss, and might have to sell securities to meet daily variation margin
requirements at a time when it might be disadvantageous to do so. The
Investment Manager and its predecessor have been actively engaged in the
provision of investment supervisory services for institutional and individual
accounts since 1970, but the skills required for the successful use of
futures and options on futures are different from those needed to select
portfolio securities, and the Investment Manager has limited prior experience
in the use of futures or options techniques in the management of assets under
its supervision.

OTHER RISK CONSIDERATIONS

Investment in illiquid securities involves potential delays on resale as
well as uncertainty in valuation. Limitations on resale may have an adverse
effect on the marketability of portfolio securities, and a Fund might not be
able to dispose of such securities promptly or at reasonable prices.

A number of transactions in which the Funds may engage are subject to
the risks of default by the other party to the transaction. If the seller of
securities pursuant to a repurchase agreement entered into by a Fund defaults
and the value of the collateral securing the repurchase agreement declines,
the Fund may incur a loss. If bankruptcy proceedings are commenced with
respect to the seller, realization of the collateral by the Fund may be
delayed or limited. Similarly, when a Fund engages in when-issued, reverse
repurchase, forward commitment and related settlement transactions, it relies
on the other party to consummate the trade; failure of the other party to do
so may result in the Fund incurring a loss or missing an opportunity to
obtain a price the Investment Manager believed to be advantageous. The risks
in lending portfolio securities, as with other extensions of secured credit,
consist of a possible delay in receiving additional collateral or in recovery
of the securities or possible loss of rights in the collateral should the
borrower fail financially.

<PAGE>

INVESTMENT RESTRICTIONS

FUNDAMENTAL POLICIES

Each Fund has adopted certain investment restrictions that are fundamental
policies and that may not be changed without approval by the vote of a
majority of the Fund's outstanding voting securities, as defined in the 1940
Act. The "vote of a majority of the outstanding voting securities" of the
Fund, as defined in Section 2(a)(42) of the 1940 Act, means the vote of (i)
67% or more of the voting securities of the Fund present at any meeting, if
the holders of more than 50% of the outstanding voting securities of the Fund
are present or represented by proxy, or (ii) more than 50% of the outstanding
voting securities of the Fund, whichever is less. These restrictions provide
that a Fund may not:

2. Acquire more than 10% of the outstanding voting securities of any one
issuer.

3. Invest in companies for the purpose of exercising control or management.

4. Borrow money, except from banks to meet redemption requests or for
temporary or emergency purposes; provided that borrowings for temporary or
emergency purposes other than to meet redemption requests shall not exceed
5% of the value of its total assets; and provided further that total
borrowings shall be made only to the extent that the value of the Fund's
total assets, less its liabilities other than borrowings, is equal to at
least 300% of all borrowings (including the proposed borrowing). For
purposes of the foregoing limitations, reverse repurchase agreements and
other borrowing transactions covered by segregated assets are considered to
be borrowings. A Fund will not mortgage, pledge, hypothecate, or in any
other manner transfer as security for an indebtedness any of its assets.
This investment restriction shall not prohibit a Fund from engaging in
futures contracts, options on futures contracts, forward foreign currency
exchange transactions, and currency options.

5. Purchase securities on margin, but it may obtain such short-term credit
from banks as may be necessary for the clearance of purchases and sales of
securities.

7. Act as an underwriter of securities issued by other persons, except insofar
as it may be deemed an underwriter under the Securities Act of 1933 in
selling portfolio securities.

8. Purchase the securities of any other investment company or investment
trust, except by purchase in the open market where, to the best
information of the Company, no commission or

<PAGE>

profit to a sponsor or dealer (other than the customary broker's
commission) results from such purchase and such purchase does not result
in such securities exceeding 10% of the value of the Fund's total
assets, or except when such purchase is part of a merger, consolidation,
acquisition of assets, or other reorganization approved by the Fund's
stockholders.

9. Purchase portfolio securities from or sell portfolio securities to the
officers, directors, or other "interested persons" (as defined in the
1940 Act) of the Company, other than unaffiliated broker-dealers.

10. Purchase commodities or commodity contracts, except that the Fund may
purchase securities of an issuer which invests or deals in commodities
or commodity contracts, and except that the Fund may enter into futures
and options contracts in accordance with the applicable rules of the
CFTC.

11. Issue senior securities, except that the Fund may borrow money as permitted
by restriction 4 above. This restriction shall not prohibit the Fund from
engaging in short sales, options, futures and foreign currency
transactions.

12. Purchase or sell real estate; provided that the Fund may invest in readily
marketable securities secured by real estate or interests therein or issued
by companies which invest in real estate or interests therein.

13. Invest more than 15% of the value of its net assets in securities that are
illiquid.

OPERATING POLICIES

1. Invest in interests in oil, gas, or other mineral exploration or
development programs.

2. Participate on a joint or a joint-and-several basis in any trading account
in securities (the aggregation of orders for the sale or purchase of
marketable portfolio securities with other accounts under the management of
the Investment Manager to save brokerage costs, or to average prices among
them, is not deemed to result in a securities trading account).

3. Purchase or sell futures or purchase related options if, immediately
thereafter, the sum of the amount of "margin" deposits on the Fund's
existing futures positions and premiums paid for related options entered
into for the purpose of seeking to increase total return would exceed
5% of the value of the Fund's net assets.

The Funds are also subject to other restrictions under the 1940 Act; however,
the registration of the Company under the 1940 Act does not involve any
supervision by any federal or other agency of the Company's management or
investment practices or policies, other than incident to occasional or periodic
compliance examinations conducted by the SEC staff.

<PAGE>

EXECUTION OF PORTFOLIO TRANSACTIONS

The Investment Manager, subject to the overall supervision of the Board
of Directors, makes each Fund's investment decisions and selects the broker
or dealer to be used in each specific transaction using its best judgment to
choose the broker or dealer most capable of providing the services necessary
to obtain the best execution of that transaction. In seeking the best
execution of a transaction, the Investment Manager evaluates a wide range of
criteria, including any or all of the following: the broker's commission
rate, promptness, reliability and quality of executions, trading expertise,
positioning and distribution capabilities, back-office efficiency, ability to
handle difficult trades, knowledge of other buyers and sellers,
confidentiality, capital strength and financial stability, prior performance
in serving the Investment Manager and its clients, and other factors
affecting the overall benefit to be received in the transaction. When
circumstances relating to a proposed transaction indicate to the Investment
Manager that a particular broker is in a position to obtain the best
execution, the order is placed with that broker. This may or may not be a
broker that has provided investment information and research services to the
Investment Manager. Such investment information may include, among other
things: a wide variety of written reports or other data on individual
companies and industries; data and reports on general market or economic
conditions; information concerning pertinent federal and state legislative
and regulatory developments and other developments that could affect the
value of actual or potential investments; information about companies in
which the Investment Manager has invested or may consider investing;
attendance at meetings with corporate management personnel, industry experts,
economists, government personnel, and other financial analysts; comparative
issuer performance and evaluation and technical measurement services;
subscription to publications that provide investment-related information;
accounting and tax law interpretations; availability of economic advice;
quotation equipment and services; execution measurement services;
market-related and survey data concerning the products and services of an
issuer and its competitors or concerning a particular industry that are used
in reports prepared by the Investment Manager to enhance its ability to
analyze an issuer's financial condition and prospects; and other services
provided by recognized experts on investment matters of particular interest
to the Investment Manager. In addition, the foregoing services may include
the use of, or be delivered by, computer systems whose hardware and/or
software components may be provided to the Investment Manager as part of the
services. In any case in which information and other services can be used for
both research and non-research purposes, the Investment Manager makes an
appropriate allocation of those uses and pays directly for that portion of
the services to be used for non-research purposes.

Subject to the requirement of seeking the best execution, the Investment
Manager may, in circumstances in which two or more brokers are in a position to
offer comparable execution, give preference to a broker or dealer that has
provided investment information to the Investment Manager. In so doing, the
Investment Manager may effect securities transactions which cause a Fund to pay
an amount of commission in excess of the amount of commission another broker
would have charged. In electing such broker or dealer, the Investment Manager
will make a good faith determination that the amount of commission is reasonable
in relation to the value of the brokerage services and research and investment
information received, viewed in terms of either the specific transaction or the
Investment Manager's overall responsibility to the accounts for which the
Investment Manager exercises investment discretion. The Investment Manager
evaluates all commissions paid in order to ensure that the commissions represent
reasonable compensation for the brokerage and research services provided by such
brokers. Such investment information as is received from brokers or dealers may
be used by the Investment Manager in servicing all of its clients (including the
Funds), and a Fund's commissions may be paid to a broker or dealer who supplied
research services not used by the Fund. However, the Investment Manager expects
that each Fund will benefit overall by such practice because it is receiving the
benefit of research

<PAGE>

services and the execution of such transactions not otherwise available to it
without the allocation of transactions based on the recognition of such
research services.

Subject to the requirement of seeking the best execution, the Investment
Manager may also place orders with brokerage firms that have sold shares of
the Funds. The Investment Manager has made and will make no commitments to
place orders with any particular broker or group of brokers. The Company
anticipates that a substantial portion of all brokerage commissions will be
paid to brokers who supply investment information to the Investment Manager.

The Funds also invest in foreign and/or U.S. securities that are not
listed on a national securities exchange but are traded in the
over-the-counter market. The Funds may also purchase listed securities
through the third market or fourth market. When transactions are executed in
the over-the-counter market or the third or fourth market, the Investment
Manager will seek to deal with the counterparty that the Investment Manager
believes can provide the best execution, whether or not that counterparty is
the primary market maker for that security.

As noted below, the Investment Manager is a wholly owned subsidiary of
Dresdner Bank AG ("Dresdner"). Dresdner Kleinwort Benson North America LLC
("Dresdner Kleinwort Benson") and other Dresdner subsidiaries may be
broker-dealers (collectively, the "Dresdner Affiliates"). The Investment
Manager believes that it is in the best interests of the Funds to have the
ability to execute brokerage transactions, when appropriate, through the
Dresdner Affiliates. Accordingly, the Investment Manager intends to execute
brokerage transactions on behalf of the Funds through the Dresdner
Affiliates, when appropriate and to the extent consistent with applicable
laws and regulations, including federal banking laws.

In all such cases, the Dresdner Affiliates will act as agent for the
Funds, and the Investment Manager will not enter into any transaction on
behalf of the Funds in which a Dresdner Affiliate is acting as principal for
its own account. In connection with such agency transactions, the Dresdner
Affiliates will receive compensation in the form of brokerage commissions
separate from the Investment Manager's management fee. The Investment
Manager's policy is that such commissions must be reasonable and fair when
compared to the commissions received by other brokers in connection with
comparable transactions involving similar securities and that the commissions
paid to a Dresdner Affiliate must be no higher than the commissions paid to
that broker by any other similar customer of that broker who receives
brokerage and research services that are similar in scope and quality to
those received by the Funds.

The Investment Manager performs investment management and advisory
services for various clients, including other registered investment
companies, and pension, profit-sharing and other employee benefit plans, as
well as individuals. In many cases, portfolio transactions for a Fund may be
executed in an aggregated transaction as part of concurrent authorizations to
purchase or sell the same security for numerous accounts served by the
Investment Manager, some of which accounts may have investment objectives
similar to those of the Fund. The objective of aggregated transactions is to
obtain favorable execution and/or lower brokerage commissions, although there
is no certainty that such objective will be achieved. Although executing
portfolio transactions in an aggregated transaction potentially could be
either advantageous or disadvantageous to any one or more particular
accounts, aggregated transactions in which a Fund participates will be
effected only when the Investment Manager believes that to do so will be in
the best interest of the Fund, and the Investment Manager is not obligated to
aggregate orders into larger transactions. These orders generally will be
averaged as to price. When such aggregated transactions occur, the objective
will be to allocate the executions in a manner which is deemed fair and
equitable to each of the accounts involved over time. In making such
allocation decisions, the Investment Manager will use its business judgment
and will consider, among other things, any or all of the following: each
client's investment objectives, guidelines, and restrictions, the size of
each

<PAGE>

client's order, the amount of investment funds available in each client's
account, the amount already committed by each client to that or similar
investments, and the structure of each client's portfolio.

DIRECTORS AND OFFICERS

The names and addresses of the Directors and officers of the Company and
their principal occupations and certain other affiliations during the past
five years are given below. Unless otherwise specified, the address of each
of the following persons is Four Embarcadero Center, San Francisco,
California 94111.

DEWITT F. BOWMAN, (68), Chairman and Director. Mr. Bowman is a Principal of
Pension Investment Consulting, with which he has been associated since
February 1994. From February 1989 to January 1994, he was Chief Investment
Officer for California Public Employees Retirement System, a public pension
fund. He serves as a director of RREEF America REIT, Inc. and the Wilshire
Target Funds Inc.; and as a trustee of the Brandes Institutional
International Investment Trust, the Pacific Gas and Electric Nuclear
Decommissioning Trust, and the PCG Private Equity Fund.

PAMELA A. FARR, (53), Director. Ms. Farr is a partner in Best & Co. LLC, a
manufacturer and retailer of children's clothing and accessories. From 1991
to 1994, she was President of Banyan Homes, Inc., a real estate development
and construction firm; and for eight years she was a management consultant
for McKinsey & Company, where she served a variety of Fortune 500 companies
in all aspects of strategic management and organizational structure.

GEORGE B. JAMES, (61), Director. Mr. James is a Senior Vice President and
Chief Financial Officer of Levi Strauss & Co., with which he has been
associated since 1985. Mr. James serves as a director of Basic Vegetable
Products, California Sun Dry Foods, Clayton Group, Inc., and Crown Vantage,
Inc. Mr. James also serves as a trustee of the Committee for Economic
Development and the California Pacific Medical Center Foundation. Previously,
Mr. James was Chair of the Advisory Committee to the California Public
Employees Retirement System.

GEORGE G.C. PARKER, (59), Director. Mr. Parker is Associate Dean for Academic
Affairs, and Director of the MBA Program and Dean Witter Professor of Finance
at the Graduate School of Business at Stanford University, with which he has
been associated since 1973. Mr. Parker has served on the Board of Directors
of: the California Casualty Group of Insurance Companies since 1977; BB&K
Holdings, Inc., a holding company for financial services companies, since
1980; H. Warshow & Sons, Inc., a manufacturer of specialty textiles, since
1982; Zurich Reinsurance Centre, Inc., a large reinsurance underwriter, since
1994; and Continental Airlines, since 1996. Mr. Parker served on the Board of
Directors of the University National Bank & Trust Company from 1986 to 1995.

GEORGE A. RIO, (43), President, Treasurer, and Chief Financial Officer. Mr.
Rio is Executive Vice President and Client Service Director of Funds
Distributor, Inc. ("FDI") with which he has been associated since March
1998. From June 1995 to March 1998, Mr. Rio was Senior Vice President and
Senior Key Account Manager for Putnam Mutual Funds. From May 1994 to June
1995, he was Director of Business Development for First Data Corporation.
From September 1983 to May 1994, he was Senior Vice President and Manager of
Client Services and Director of Internal Audit at The Boston Company, Inc. He
is also an officer of certain other investment companies distributed or
administered by FDI. His address is 60 State Street, Suite 1300, Boston,
Massachusetts 02109.

MARGARET W. CHAMBERS, (39), Vice President and Secretary. Ms. Chambers is
Senior Vice President and General Counsel of FDI, with which she has been
associated since March 1998. From August 1996 to March 1998, Ms. Chambers
was Vice President and Assistant General

<PAGE>

Counsel for Loomis, Sayles & Company, L.P. From January 1986 to July 1996,
she was an associate at Ropes & Gray. She is also an officer of certain other
investment companies distributed or administered by FDI. Her address is 60
State Street, Suite 1300, Boston, Massachusetts 02109.

JEANNE GIBSON SULLIVAN, (41), Vice President. Ms. Sullivan is a Vice
President of Funds Distributor, Inc., with which she has been associated
since May 1997. From August 1995 to May 1997, Ms. Sullivan was an Associate
at U.S. Financial Advisors. From April 1994 to August 1995, she was an
independent marketing consultant for clients in the banking and mutual fund
industries. Prior to 1994, Ms. Sullivan held marketing positions at BayBank
Investment Management, The Boston Company, Fidelity Investments and American
Express. Her address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.

DOUGLAS C. CONROY, (29), Vice President and Assistant Treasurer. Mr. Conroy
is an Assistant Vice President and Assistant Department Manager of Treasury
Services and Administration of FDI, with which he has been associated since
April 1997. Prior to April 1997, Mr. Conroy was Supervisor of Treasury
Services and Administration of FDI. From April 1993 to January 1995, Mr.
Conroy was a Senior Fund Accountant for Investors Bank & Trust Company. From
December 1991 to March 1993, Mr. Conroy was a Fund Accountant at The Boston
Company, Inc. He is also an officer of certain other investment companies
distributed or administered by FDI. His address is 60 State Street, Suite
1300, Boston, Massachusetts 02109.

KAREN JACOPPO-WOOD, (32), Vice President and Assistant Secretary. Ms.
Jacoppo-Wood is a Vice President and Counsel of FDI, with which she has been
associated since January 1996. From June 1994 to January 1996, she was a
Manager of SEC Registration for Scudder, Stevens & Clark, Inc. From 1988 to
May 1994, she was a Senior Paralegal at The Boston Company Advisors, Inc. She
is also an officer of certain other investment companies distributed or
administered by FDI. Her address is 60 State Street, Suite 1300, Boston,
Massachusetts 02109.

MARY A. NELSON, (34), Vice President and Assistant Treasurer. Ms. Nelson is
Vice President of Treasury Administration and Operations for FDI, with which
she has been associated since 1994. From 1989 to 1994, she was an Assistant
Vice President and Client Manager for The Boston Company. She is also an
officer of certain other investment companies distributed or administered by
FDI. Her address is 60 State Street, Suite 1300, Boston, Massachusetts 02109.

Regular meetings of the Company's Board of Directors are held on a quarterly
basis. The Company's Audit Committee, whose sole present member is DeWitt F.
Bowman, meets with its independent accountants to exchange views and
information and to assist the full Board in fulfilling its responsibilities
relating to corporate accounting and reporting practices. Each Director of
the Company receive a fee of $1,000 per year plus $500 for each Board meeting
attended and $250 for each Audit Committee meeting attended. Each Director
is reimbursed for travel and other expenses incurred in connection with
attending Board meetings.

The following table sets forth the aggregate compensation paid by the
Company for the fiscal year ended December 31, 1997, to the Directors and the
aggregate compensation paid to the Directors for service on the Board of
Directors and that of all other funds in the "Company complex" (as defined in
Schedule 14A under the Securities Exchange Act of 1934):

<PAGE>

<TABLE>
<CAPTION>
Pension or Total
Retirement Compensation
Aggregate Benefits Accrued Estimate from the
Compensation as Part of Annual Company and
from the the Company's Benefits Upon Company Complex
Name Company Expenses Retirement Paid to Director (1)
<S> <C> <C> <C> <C>

DeWitt F. Bowman $49,500 None N/A $75,500

Pamela A. Farr $38,250 None N/A $54,000

Thomas S. Foley (2) $35,250 None N/A $50,000

Frank P. Greene (3) $31,500 None N/A $47,500

George G.C. Parker $23,250 None N/A $35,000
</TABLE>

(1) During the fiscal year ended December 31, 1997, there were nine funds in
the complex.

(2) Mr. Foley served on the Company's Board of Directors from May 1996 through
November 1997.

(3) Mr. Greene served on the Company's Board of Directors from December 1995
through November 1998.

Each Director of the Company who is not an "interested person" as that
term is defined in the 1940 Act , of the Investment Manager may elect to
defer receipt of all or a portion of his or her fees for service as a
Director in accordance with the terms of a Deferred Compensation Plan for
Non-Interested Directors ("Directors' Plan"). Under the Directors' Plan, an
eligible Director may elect to have his or her deferred fees deemed invested
in either 90-day U.S. Treasury bills or in shares of the Common Stock of the
Company, or a combination of these options, and the amount of deferred fees
payable to such director under the Directors' Plan will be determined by
reference to the return on such deemed investments. Generally, the deferred
fees (reflecting any earnings, gains or losses thereon) become payable upon
the Director's retirement or disability. The obligation to makes these
payments to the Directors of the Company pursuant to the Directors' Plan is a
general obligation of the Company. Each Fund may, to the extent permitted by
the 1940 Act, invest in 90-day U.S. Treasury bills or the Common Stock of the
Company to match its share of the deferred compensation obligation under the
Directors' Plan.

As of December 31, 1997, no Director or officer of the Company was a
beneficial owner of any shares of the outstanding Common Stock of any series
of the Company.

THE INVESTMENT MANAGER

The Board of Directors of the Company has overall responsibility for the
operation of the Funds. Pursuant to such responsibility, the Board of
Directors has approved various contracts for designated financial
organizations to provide, among other things, day to day management services
required by the Funds. The Company has retained as the Funds' Investment
Manager, Dresdner RCM Global Investors LLC, a Delaware limited liability
company with principal offices at Four Embarcadero Center, San Francisco,
California 94111. The Investment Manager is actively engaged in providing
investment supervisory services to institutional and individual clients, and
is registered under the Investment Advisers Act of 1940. The Investment
Manager was established in April 1996, as the successor to the business and
operations of RCM Capital Management, a California Limited Partnership,
which, with its predecessors, has been in operation since 1970.

The Investment Manager is a wholly owned subsidiary of Dresdner Bank, an
international banking organization with principal executive offices located
at Gallunsanlage 7, 60041 Frankfurt, Germany. With total consolidated assets
as of December 31, 1997, of DM 677 billion ($382 billion), and approximately
1,600 offices and 45,000 employees in over 60 countries around the world,
Dresdner is one of Germany's largest banks. Dresdner provides a full range of
banking services including, traditional lending activities, mortgages,
securities, project finance and leasing, to private customers and financial
and institutional clients. In the United States, Dresdner maintains branches

<PAGE>

in New York and Chicago and an agency in Los Angeles. As of the date of this
SAI, the nine members of the Board of Managers of the Investment Manager are
William L. Price (Chairman), Gerhard Eberstadt, George N. Fugelsang, Joachim
Madler, Luke D. Knecht, Jeffrey S. Rudsten, William S. Stack, and Kenneth B.
Weeman, Jr.

Banking laws and regulations, including the Glass-Steagall Act as
presently interpreted by the Board of Governors of the Federal Reserve
System, prohibit certain banking entities, such as Dresdner, from sponsoring,
organizing, controlling or distributing the shares of a registered investment
company continuously engaged in the issuance of its shares, and prohibit
banks generally from underwriting securities. However, banks and their
affiliates generally can act as advisers to investment companies and can
purchase shares of investment companies as agent for and upon the order of
customers. The Investment Manager believes that it may perform the services
contemplated by its investment management agreements with the Company without
violating these banking laws or regulations. However, future changes in legal
requirements relating to the permissible activities of banks and their
affiliates, as well as future interpretations of current requirements, could
prevent the Investment Manager from continuing to perform investment
management services for the Company.

The Investment Manager provides the Funds with investment supervisory
services pursuant to Investment Management Agreements, Powers of Attorney and
Service Agreements (the "Management Agreements") dated as of December 30,
1998. The Investment Manager manages the Funds' investments, provides various
administrative services, and supervises the Funds' daily business affairs,
subject to the authority of the Board of Directors. The Investment Manager is
also the investment manager for Dresdner RCM Large Cap Growth Fund, Dresdner
RCM Global Small Cap Fund, Dresdner RCM Global Technology Fund, Dresdner RCM
Global Health Care Fund, Dresdner RCM Biotechnology Fund, and Dresdner RCM
Emerging Markets Fund, each a series of Dresdner RCM Global Funds, Inc.;
Dresdner RCM International Growth Equity Fund, Dresdner RCM Growth Equity
Fund and Dresdner RCM Small Cap Fund, each a series of Dresdner RCM Capital
Funds, Inc.; RCM Strategic Global Government Fund, Inc. and The Emerging
Germany Fund Inc., closed-end management investment companies; and is
sub-adviser to Bergstrom Capital Corporation, a closed-end management
investment company. A Fund's Management Agreement may be renewed from
year-to-year after its initial term, provided that any such renewals have
been specifically approved at least annually by (i) the vote of a majority of
the Company's Board of Directors, including a majority of the Directors who
are not parties to the Management Agreement or interested persons (as defined
in the 1940 Act) of any such person, cast in person at a meeting called for
the purpose of voting on such approval, or (ii) the vote of a majority (as
defined in the 1940 Act) of the outstanding voting securities of the Fund and
the vote of a majority of the Directors who are not parties to the contract
or interested persons of any such party.

Each Fund has, under its respective Management Agreement, assumed the
obligation for payment of all of its ordinary operating expenses, including:
(a) brokerage and commission expenses, (b) federal, state, or local taxes
incurred by, or levied on, the Fund, (c) interest charges on borrowings, (d)
charges and expenses of the Fund's custodian, (e) investment advisory fees
(including fees payable to the Investment Manager under the Management
Agreement), (f) fees pursuant to the Fund's Rule 12b-1 plan, (g) legal and
audit fees, (h) SEC and "Blue Sky" registration expenses, and (i)
compensation, if any, paid to officers and employees of the Company who are
not employees of the Investment Manager (see DIRECTORS AND OFFICERS). The
Investment Manager is responsible for all of its own expenses in providing
services to the Funds. Expenses attributable to a Fund are charged against
the assets of the Fund.

The Investment Manager has voluntarily agreed to limit each Fund's expenses
as described in the Prospectus. Each Fund has agreed to reimburse the Investment
Manager, for a period of up to five years, for any such payments to the extent
that the Fund's operating expenses are otherwise

<PAGE>

below this expense cap. This obligation will not be recorded on the books of
a Fund to the extent that the total operating expenses of the Fund are at or
above the expense cap. However, if the total operating expenses of a Fund
fall below the expense cap, the reimbursement to the Investment Manager will
be accrued by the Fund as a liability.

Each Fund's Management Agreement provides that the Investment Manager
will not be liable for any error of judgment or for any loss suffered by a
Fund in connection with the matters to which the Management Agreement
relates, except for liability resulting from willful misfeasance, bad faith
or gross negligence in the performance of its duties or by reason of the
Investment Manager's reckless disregard of its duties and obligations under
the Management Agreement. The Company has agreed to indemnify the Investment
Manager out of the assets of each Fund, against liabilities, costs and
expenses that the Investment Manager may incur in connection with any action,
suit, investigation or other proceeding arising out of or otherwise based on
any action actually or allegedly taken or omitted to be taken by the
Investment Manager in connection with the performance of its duties or
obligations under the Management Agreement with respect to the Fund or
otherwise as investment manager of the Fund. The Investment Manager is not
entitled to indemnification with respect to any liability to a Fund or its
stockholders by reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties, or of its reckless disregard of its duties
and obligations under the Management Agreement.

Each Management Agreement is terminable without penalty on 60 days'
written notice by a vote of the majority of the outstanding voting securities
of the Fund which is the subject of the Management Agreement, by a vote of
the majority the Board of Directors, or by the Investment Manager on 60 days'
written notice and will automatically terminate in the event of its
assignment (as defined in the 1940 Act).

THE DISTRIBUTOR

Funds Distributor, Inc., 60 State Street, Suite 1300, Boston,
Massachusetts 02109 (the "Distributor") serves as Distributor to each Fund.
The Distributor has provided mutual fund distribution services since 1976,
and is a subsidiary of Boston Institutional Group, Inc., which provides
distribution and other related services with respect to investment products.

DISTRIBUTION AGREEMENT

Pursuant to Distribution Agreements with the Company, the Distributor
has agreed to use its best efforts to effect sales of shares of the Funds,
but is not obligated to sell any specified number of shares. Each
Distribution Agreement contains provisions with respect to renewal and
termination similar to those in each Fund's Management Agreement discussed
above. Pursuant to the Distribution Agreements, the Company has agreed to
indemnify the Distributor out of the assets of each Fund to the extent
permitted by applicable law against certain liabilities under the Securities
Act of 1933 arising in connection with the Distributor's activities on behalf
of Fund.

The Company also has an Agreement with the Investment Manager and the
Distributor pursuant to which the Distributor has agreed to provide:
regulatory, compliance and related technical services to the Company;
services with regard to advertising, marketing and promotional activities;
and officers to the Company. The Investment Manager is required to reimburse
the Company for any fees and expenses of the Distributor pursuant to the
Agreements.

DISTRIBUTION AND SERVICE PLAN

Under a plan of distribution for the Company with respect to the N Class
of shares of each Fund (the "Distribution Plan") pursuant to Rule 12b-1 under
the 1940 Act, the Distributor incurs the

<PAGE>

expense of distributing such shares. The Distribution Plan provides for
reimbursement to the Distributor for the services it provides, and the costs
and expenses it incurs, related to marketing the N Class of shares of each
Fund. The Distributor is reimbursed for: (a) expenses incurred in connection
with advertising and marketing the N Class of shares of the Fund, including
but not limited to any advertising by radio, television, newspapers,
magazines, brochures, sales literature, telemarketing or direct mail
solicitations; (b) periodic payments of fees or commissions for distribution
assistance made to one or more securities brokers, dealers or other industry
professionals such as investment advisers, accountants, estate planning firms
and the Distributor itself in respect of the average daily value of shares
owned by clients of such service organizations, and (c) expenses incurred in
preparing, printing and distributing the Fund's prospectus and statement of
additional information.

The Distribution Plan continues in effect from year to year with respect
to each Fund, provided that each such continuance is approved at least
annually by a vote of the Board of Directors of the Company, including a
majority vote of the Directors who are not "interested persons" of the
Company within the meaning of the 1940 Act and have no direct or indirect
financial interest in the Plan or in any agreement related to the Plan, cast
in person at a meeting called for the purpose of voting on such continuance.
The Distribution Plan may be terminated with respect to a Fund at any time,
without penalty, by the vote of a majority of the outstanding shares of the
Fund. The Distribution Plan may not be amended to increase materially the
amounts to be paid by a Fund for the services described therein without
approval by the shareholders of the Fund, and all material amendments are
required to be approved by the Board of Directors of the Company in the
manner described above. The Distribution Plan will automatically terminate in
the event of its assignment.

The Distributor may pay broker-dealers and others, out of the fees it
receives under the Distribution Plan, quarterly trail commissions of up to
0.25%, on an annual basis, of the average daily net assets attributable to
the N class of shares of each Fund held in the accounts of their customers.

Pursuant to the Distribution Plan, the Board of Directors of the Company
will review at least quarterly a written report of the distribution expenses
incurred on behalf of shares of the N Class of shares of the Funds by the
Distributor. The report will include an itemization of the distribution
expenses and the purposes of such expenditures. In addition, as long as the
Plan remains in effect, the selection and nomination of Directors of the
Company who are not "interested persons" of the Company within the meaning of
the 1940 Act will be committed to the Directors who are not interested
persons of the Company.

NET ASSET VALUE

For purposes of the computation of the net asset value of each share of
each Fund, equity securities traded on stock exchanges are valued at the last
sale price on the exchange or in the principal over-the-counter market in
which such securities are traded as of the close of regular trading on the
day the securities are being valued, unless the Board of Directors or a duly
constituted committee of the Board determines that such price does not
reflect the fair value of the security. In cases where securities are traded
on more than one exchange, the securities are valued on the exchange
determined by the Investment Manager to be the primary market for the
securities. If there has been no sale on such day, the security will be
valued at the closing bid price on such day. If no bid price is quoted on
such day, then the security will be valued by such method as a duly
constituted committee of the Board of Directors determines in good faith to
reflect its fair value. Readily marketable securities traded only in the
over-the-counter market that are not listed on the NASDAQ Stock Market or a
similar foreign reporting service will be valued at the mean bid price, or
such other comparable sources as the Board of Directors deems appropriate to
reflect their fair value. Other portfolio securities held by the Funds will
be valued at current market value, if

<PAGE>

current market quotations are readily available for such securities. To the
extent that market quotations are not readily available such securities will
be valued by whatever means a duly constituted committee of the Board of
Directors deems appropriate to reflect their fair value.

Futures contracts and related options are valued at their last sale or
settlement price as of the close of the exchange on which they are traded or,
if no sales are reported, at the mean between the last reported bid and asked
prices. All other assets of the Funds will be valued in such manner as a duly
constituted committee of the Board of Directors in good faith deems
appropriate to reflect their fair value.

Trading in securities on foreign exchanges and over-the-counter markets
is normally completed at times other than the close of regular trading on the
New York Stock Exchange. In addition, foreign securities and commodities
trading may not take place on all business days in New York, and may occur in
various foreign markets on days which are not business days in New York and
on which net asset value is not calculated. The calculation of net asset
value may not take place contemporaneously with the determination of the
prices of portfolio securities used in such calculation. Events affecting the
values of portfolio securities that occur between the time their prices are
determined and the close of the New York Stock Exchange will not be reflected
in the calculation of net asset value unless the Board of Directors
determines that a particular event would materially affect net asset value,
in which case an adjustment will be made.

Assets or liabilities initially expressed in terms of foreign currencies
are translated prior to the next determination of net asset value into U.S.
dollars at the spot exchange rates at 12:00 p.m. Eastern time or at such
other rates as the Investment Manager may determine to be appropriate in
computing net asset value.

Debt obligations with maturities of 60 days or less are valued at
amortized cost. The Company may use a pricing service approved by the Board
of Directors to value other debt obligations. Prices provided by such a
service represent evaluations of the mean between current bid and asked
market prices, may be determined without exclusive reliance on quoted prices,
and may reflect appropriate factors such as institution-size trading in
similar groups of securities, yield, quality, coupon rate, maturity, type of
issue, individual rating characteristics, indications of value from dealers,
and other market data. Such services may use electronic data processing
techniques and/or a matrix system to determine valuations. The procedures of
such services are reviewed periodically by the officers of the Investment
Manager under the general supervision of the Board of Directors. Short-term
investments are amortized to maturity based on their cost, adjusted for
foreign exchange translation, provided such valuations equal fair market
value.

PURCHASE AND REDEMPTION OF SHARES

The price paid for purchase and redemption of shares of the Funds is
based on the net asset value per share, which is normally calculated once
daily at the close of regular trading (normally 4:00 P.M. Eastern time) on
the New York Stock Exchange on each day that the New York Stock Exchange is
open. The New York Stock Exchange is currently closed on weekends and on the
following holidays: New Year's Day,President's Day, Martin Luther King Jr.
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas Day. The offering price is effective for orders received by Boston
Financial Data Services ("BFDS") prior to the time of determination of net
asset value. Dealers are responsible for promptly transmitting purchase
orders to BFDS. The Company reserves the right in its sole discretion to
suspend the continued offering of one or more of its Funds' shares and to
reject purchase orders in whole or in part when such rejection is in the best
interests of the Fund and its respective shareholders.

<PAGE>

REDEMPTION OF SHARES

Payments will be made wholly in cash unless the Board of Directors
believes that economic conditions exist which would make such a practice
detrimental to the best interests of a Fund. Under such circumstances,
payment of the redemption price could be made either in cash or in portfolio
securities taken at their value used in determining the redemption price
(and, to the extent practicable, representing a pro rata portion of each of
the portfolio securities held by the Fund), or partly in cash and partly in
portfolio securities. Payment for shares redeemed also may be made wholly or
partly in the form of a pro rata portion of each of the portfolio securities
held by a Fund at the request of the redeeming stockholder, if the Company
believes that honoring such request is in the best interests of such series.
If payment for shares redeemed were to be made wholly or partly in portfolio
securities, brokerage costs would be incurred by the stockholder in
converting the securities to cash.

DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

Each income dividend and capital gain distribution, if any, declared by
a Fund will be paid in full and fractional shares based on the net asset
value as determined on the payment date for such distribution, unless the
stockholder or his or her duly authorized agent has elected to receive all
such payments or the dividend or other distribution portion thereof in cash.
Changes in the manner in which dividend and other distribution payments are
paid may be requested by the stockholder or his or her duly authorized agent
at any time through written notice to the Company and will be effective as to
any subsequent payment if such notice is received by the Company prior to the
record date used for determining the stockholders entitled to such payment.
Any distribution election will remain in effect until the Company is notified
by the stockholder in writing to the contrary.

REGULATED INVESTMENT COMPANY

The Company intends to qualify each Fund for treatment as a "regulated
investment company" under Subchapter M of the Code. Each Fund is treated as
a separate corporation for tax purposes and thus the provisions of the Code
generally applicable to regulated investment companies are applied separately
to the Funds. In addition, net capital gains (the excess of net long-term
capital gain over net short-term capital loss), net investment income, and
operating expenses are determined separately for each Fund. By complying with
the applicable provisions of the Code, a Fund will not be subject to federal
income tax with respect to net investment income and net realized capital
gains distributed to its stockholders.

To qualify as a regulated investment company under Subchapter M,
generally a Fund must: (i) derive at least 90% of its gross income each
taxable year from dividends, interest, payments with respect to securities
loans, and gains from the sale or other disposition of stock, securities or
foreign currencies and certain other income (including gains from certain
options, futures and forward contracts), ("Income Requirement"); and (ii)
diversify its holdings so that, at the end of each fiscal quarter, (a) at
least 50% of the value of the Fund's total assets is represented by cash,
cash items, U.S. Government securities, securities of other regulated
investment companies and other securities, limited, in respect of any one
issuer, to an amount not greater than 5% of the Fund's total assets and 10%
of the outstanding voting securities of such issuer, and (b) not more than
25% of the value of its total assets is invested in the securities of any one
issuer (other than U.S. Government securities or the securities of other
regulated investment companies), or in two or more issuers which the Fund
controls and which are engaged in the same or similar trades or businesses.

<PAGE>

In any taxable year in which a Fund so qualifies and distributes at
least 90% of the sum of its investment company taxable income (consisting of
net investment income, the excess of net short-term capital gains over net
long-term capital losses and net gains from certain foreign currency
transactions) and its net tax-exempt interest income (if any) ("Distribution
Requirement"), it will be taxed only on that portion, if any, of such
investment company taxable income and any net capital gain that it retains.
The Funds expect to so distribute all of such income and gains on an annual
basis and thus will generally avoid any such taxation.

Even if a Fund qualifies as a "regulated investment company," it may be
subject to a federal excise tax unless it meets certain additional
distribution requirements. Under the Code, a nondeductible excise tax of 4%
("Excise Tax") is imposed on the excess of a regulated investment company's
"required distribution" for a calendar year ending within the regulated
investment company's taxable year over the "distributed amount" for that
calendar year. The term "required distribution" means the sum of (i) 98% of
ordinary income (generally net investment income and net gains from certain
foreign currency transactions) for the calendar year, (ii) 98% of capital
gain net income (generally both long-term and short-term capital gain) for
the one-year period ending on October 31 (as though that period were the
regulated investment company's taxable year), and (iii) the sum of any
untaxed, undistributed net investment income and net capital gains of the
regulated investment company for prior periods. The term "distributed amount"
generally means the sum of (i) amounts actually distributed by a Fund from
its current year's ordinary income and capital gain net income and (ii) any
amount on which a Fund pays income tax for the year. The Funds intend to meet
these distribution requirements to avoid Excise Tax liability.

Stockholders who are subject to federal or state income or franchise
taxes will be required to pay taxes on dividend and capital gain
distributions they receive from a Fund whether paid in additional shares of
the Fund or in cash. To the extent that dividends received by a Fund would
qualify for the 70% dividends-received deduction available to corporations,
the Fund must designate in a written notice to stockholders, within 60 days
after the close of the Fund's taxable year, the amount of the Fund's
dividends that would be eligible for this treatment. In order to qualify for
the dividends-received deduction with respect to a dividend paid on Fund
shares, a corporate stockholder must hold the Fund shares for at least 45
days during the 90 day period that begins 45 days before the shares become
ex-dividend with respect to the dividend. Stockholders, such as qualified
employee benefit plans, which are exempt from federal and state taxation
generally would not have to pay income tax on dividend or capital gain
distributions. Prospective tax-exempt investors should consult their own tax
advisers with respect to the tax consequences of an investment in the Funds
under federal, state, and local tax laws.

WITHHOLDING

Dividends paid by a Fund to a stockholder who, as to the U.S., is a
nonresident alien individual, nonresident alien fiduciary of a trust or
estate, foreign corporation, or foreign partnership (a "foreign stockholder")
generally will be subject to U.S. withholding tax (at a rate of 30% or a
lower treaty rate, if applicable). Withholding will not apply, however, if a
dividend paid by a Fund to a foreign stockholder is "effectively connected"
with the conduct of a U.S. trade or business, in which case the reporting and
withholding requirements applicable to U.S. citizens or domestic corporations
will apply. Distributions of net capital gain to foreign stockholders who are
neither U.S. resident aliens nor engaged in a U.S. trade or business
generally are not subject to withholding or U.S. federal income tax.

FOREIGN CURRENCY, OPTIONS, FUTURES AND FORWARD CONTRACTS

Gains from the sale or other disposition of foreign currencies (except
certain gains therefrom that may be excluded by future regulations), and
gains from options, futures, and forward

<PAGE>

contracts derived by a Fund with respect to its business of investing in
securities of foreign currencies, will qualify as permissible income under
the Income Requirement.

SECTION 1256 CONTRACTS

Many of the options, futures contracts and forward contracts entered
into by the Funds are "Section 1256 contracts." Any gains or losses realized
on Section 1256 contracts are generally considered 60% long-term and 40%
short-term capital gains or losses, although certain foreign currency gains
and losses from such contracts may be treated as ordinary income in
character. Section 1256 contracts held by a Fund at the end of each taxable
year (and, for purposes of the Excise Tax, on October 31 or such other dates
as prescribed under the Code), other than Section 1256 contracts that are
part of a "mixed straddle" with respect to which a Fund has made an election
not to have the following rules apply, must be "marked-to-market" (that is,
treated as sold for their fair market value) for federal income tax purposes,
with the result that unrealized gains or losses are treated as though they
were realized. The 60% portion of gains on Section 1256 contracts that is
treated as long-term capital gain will qualify for the reduced maximum tax
rates on net capital gain -- 20% (10% for taxpayers in the 15% marginal tax
bracket) for gain recognized on capital assets held for more than 12 months.

STRADDLE RULES

Generally, the hedging transactions and other transactions in options,
futures and forward contracts undertaken by the Funds may result in
"straddles" for U.S. federal income tax purposes. The straddle rules may
affect the amount, character and timing of recognition of gains or losses
realized by a Fund. In addition, losses realized by a Fund on positions that
are part of a straddle position may be deferred under the straddle rules,
rather than being taken into account for the taxable year in which these
losses are realized. Because limited regulations implementing the straddle
rules have been promulgated, the tax consequences of hedging transactions and
options, futures and forward contracts to the Funds are not entirely clear.

Hedging transactions may increase the amount of short-term capital gain
realized by a Fund, which is taxed as ordinary income when distributed to
stockholders. A Fund may make one or more elections available under the Code
which are applicable to straddle positions. If a Fund makes any of the
elections, the amount, character and timing of the recognition of gains or
losses from the affected straddle positions will be determined under rules
that vary according to elections made. The rules applicable under certain
elections operate to accelerate the recognition of gains or losses from the
affected straddle positions. Because the application of the straddle rules
may affect the character of gains or losses, defer losses and/or accelerate
the recognition of gains or losses from the affected straddle positions, the
amount which must be distributed to stockholders, and which will be taxed to
stockholders as ordinary income or long-term capital gain, may be increased
or decreased substantially as compared to a fund that did not engage in such
hedging transactions.

SECTION 988 GAINS AND LOSSES

Under the Code, gains or losses attributable to fluctuations in exchange
rates which occur between the time a Fund accrues interest or other
receivables, or accrues expenses or other liabilities, denominated in a
foreign currency and the time the Fund actually collects such receivables or
pays such liabilities, generally are treated as ordinary income or loss.
Similarly, on the disposition of debt securities denominated in foreign
currency and on the disposition of certain futures contracts, forward
contracts and options, gains or losses attributable to fluctuation in the
value of foreign currency between the date of acquisition of the debt
security, contract or option and the date of disposition thereof are also
treated as ordinary gain or loss. These gains or losses,

<PAGE>

referred to under the Code as "Section 988" gains or losses, may increase or
decrease the amount of a Fund's investment company taxable income to be
distributed to stockholders as ordinary income.

FOREIGN TAXES

A Fund may be required to pay withholding and other taxes imposed by
foreign countries which would reduce the Fund's investment income, generally
at rates from 10% to 40%. Tax conventions between certain countries and the
United States may reduce or eliminate such taxes. If more than 50% of the
value of a Fund's total assets at the close of its taxable year consists of
securities of foreign corporations, the Fund will be eligible to elect to
"pass-through" to the Fund's stockholders the amount of foreign income and
similar taxes paid by the Fund. If this election is made, stockholders
generally subject to tax will be required to include in gross income (in
addition to taxable dividends actually received) their pro rata shares of the
foreign income taxes paid by the Fund, and may be entitled either to deduct
(as an itemized deduction) their pro rata shares of foreign taxes in
computing their taxable income or to use such amount (subject to limitations)
as a foreign tax credit against their U.S. federal income tax liability. No
deduction for foreign taxes may be claimed by a stockholder who does not
itemize deductions. Each stockholder will be notified within 60 days after
the close of a Fund's taxable year whether the foreign taxes paid by the Fund
will be "passed-through" for that year.

The foregoing is a general abbreviated summary of present U.S. federal
income tax laws applicable to the Funds, their stockholders and dividend and
capital gain distributions by the Funds. Stockholders are urged to consult
their own tax advisers for more detailed information and for information
regarding any foreign, state, and local tax laws and regulations applicable
to dividends and other distributions received from the Funds.

INVESTMENT RESULTS

Average annual total return ("T") of a Fund is calculated as follows: an
initial hypothetical investment of $1,000 ("P") is divided by the net asset
value of shares of the Fund as of the first day of the period in order to
determine the initial number of shares purchased. Subsequent dividend and
capital gain distributions by a Fund are paid at net asset value on the
payment date determined by the Board of Directors. The sum of the initial
shares purchased and shares acquired through distributions is multiplied by
the net asset value per share of the Fund as of the end of the period ("n")
to determine ending redeemable value ("ERV"). The ending value divided by the
initial investment converted to a percentage equals total return. The formula
thus used, as required by the SEC, is:

n
P(1+T) = ERV

The resulting percentage indicates the positive or negative investment
results that an investor would have experienced from reinvested dividend and
capital gain distributions and changes in share price during the period.

This formula reflects the following assumptions: (i) all share sales at
net asset value, without a sales load reduction from the $1,000 initial
investment; (ii) reinvestment of dividends and distributions at net asset
value on the reinvestment date determined by the Board of Directors; and
(iii) complete redemption at the end of any period illustrated. Total return
may be calculated for one year, five years, ten years, and for other periods,
and will typically be updated on a quarterly basis.

<PAGE>

The average annual compound rate of return over various periods may also be
computed by using ending values as determined above.

Quotations of a Fund's yield are based on the investment income per
share earned during a particular 30-day period (including dividends, if any,
and interest), less expenses accrued during the period ("net investment
income"), and are computed by dividing net investment income by the net asset
value per share on the last day of the period, according to the following SEC
formula:

6
YIELD = 2[(a - b + 1) - 1]
-----
cd

Where a = dividend and interest income during the period
b = expenses accrued during the period (net of reimbursements)
c = average daily number of shares outstanding during the period that
were entitled to receive dividends
d = maximum net offering price per share on the last day of the period

In addition, in order to more completely represent a Fund's performance
or more accurately compare such performance to other measures of investment
return, a Fund also may include in advertisements and stockholder reports
other total return performance data based on time-weighted, monthly-linked
total returns computed on the percentage change of the month end net asset
value of the Fund after allowing for the effect of any cash additions and
withdrawals recorded during the month. Returns may be quoted for the same or
different periods as those for which average total return is quoted. A Fund's
investment results will vary from time to time depending upon market
conditions, the composition of the Fund's portfolio, and operating expenses,
so that any investment results reported should not be considered
representative of what an investment in the Fund may earn in any future
period. These factors and possible differences in calculation methods should
be considered when comparing a Fund's investment results with those published
for other investment companies, other investment vehicles and unmanaged
indices. Results also should be considered relative to the risks associated
with a Fund's investment objective and policies.

Each of the Funds may from time to time compare its investment results with
data and mutual fund rankings published or prepared by Lipper Analytical
Services, Inc. and Morningstar, Inc., which rank mutual funds by overall
performance, investment objectives, and assets.

The Tax Managed Growth Fund may from time to time compare its investment
results with the following:

1. The S&P 500 Composite Stock Price Index.

2. The Wilshire 5000 Index.

The Global Equity Fund may from time to time compare its investment results
with the following:

1. The S&P 500 Composite Stock Price Index.

2. The MSCI All-Country World Free Index.

The Strategic Income Fund may from time to time compare its investment
results with the following:

<PAGE>

1. The Lehman Brothers Aggregate Index

DESCRIPTION OF CAPITAL SHARES

Stockholders are entitled to one vote for each full share held and
fractional votes for fractional shares held. Unless otherwise provided by law
or its Articles of Incorporation or Bylaws, the Company generally may take or
authorize any extraordinary action upon the favorable vote of the holders of
more than 50% of the outstanding shares of the Company or may take or
authorize any routine action upon approval of a majority of the votes cast.

Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted to the holders of the outstanding voting securities of an
investment company such as the Company shall not be deemed to have been
effectively acted upon unless approved by a majority of the outstanding
voting securities, as defined in the 1940 Act, of the series or class of the
Company affected by the matter. Under Rule 18f-2, a series or class is
presumed to be affected by a matter, unless the interests of each series or
class in the matter are identical or the matter does not affect any interest
of such series or class. Under Rule 18f-2 the approval of an investment
advisory agreement or any change in a fundamental investment policy would be
effectively acted upon with respect to a Fund only if approved by a majority
of its outstanding voting securities, as defined in the 1940 Act. However,
the rule also provides that the ratification of independent public
accountants, the approval of principal underwriting contracts and the
election of directors may be effectively acted upon by the stockholders of
the Company voting without regard to Fund.

Each share of each Class of a Fund represents an equal proportional
interest in the Fund with each other share of the same Class and is entitled
to such dividends and distributions out of the income earned on the assets
allocable to the Class as are declared in the discretion of the Board of
Directors. In the event of the liquidation or dissolution of the Company,
stockholders of a Fund are entitled to receive the assets attributable to the
Fund that are available for distribution, and a distribution of any general
assets not attributable to a particular Fund that are available for
distribution, in such manner and on such general basis as the Board of
Directors may determine.

Stockholders are not entitled to any preemptive rights. All shares, when
issued, will be fully paid and nonassessable by the Company.

ADDITIONAL INFORMATION

COUNSEL

Certain legal matters in connection with the capital shares offered by
the Prospectus have been passed upon for the Fund by Paul, Hastings, Janofsky
& Walker LLP, 555 South Flower Street, Los Angeles, California 90071. The
validity of the capital stock offered by the Funds has been passed upon by
Venable, Baetjer and Howard, LLP, 1800 Mercantile Bank & Trust Building, 2
Hopkins Plaza, Baltimore, Maryland 21201. Paul, Hastings, Janofsky & Walker
LLP has acted and will continue to act as counsel to the Investment Manager
in various matters.

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, One Post Office Square, Boston,
Massachusetts 02109, have been appointed as independent auditors for the
Company.

<PAGE>

LICENSE AGREEMENT

Under License Agreements dated as of December 11, 1997, the Investment
Manager has granted the Company the right to use the "Dresdner RCM" name and
has reserved the right to withdraw its consent to the use of such name by the
Company at any time, or to grant the use of such name to any other company.
In addition, the Company has granted the Investment Manager, under certain
conditions, the right to use any other name it might assume in the future,
with respect to any other investment company sponsored by the Investment
Manager.

YEAR 2000

The services provided by the Funds' Investment Manager, Distributor,
Custodians and other service providers depend on the proper functioning of
their computer systems. Certain of these systems will require updating or
replacement prior to the Year 2000 to avoid errors when storing dates and
making date-related calculations. The Funds understand that these firms (and
their important vendors and business partners) are taking steps reasonably
designed to prepare their computer systems for the 21st century. However,
there can be no assurance that these steps will be sufficient to avoid any
adverse impact on any of the Funds.

EURO INTRODUCTION

On January 1, 1999, the European Union will introduce a single European
currency, the Euro. The first group of countries that will begin to convert
their currencies to the Euro include Austria, Belgium, Finland, France,
Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal, and Spain.
The expected introduction of the Euro presents unique uncertainties,
including: whether the payment and operational systems of banks and other
financial institutions will be ready by the scheduled launch date; the legal
treatment of certain outstanding financial contracts after January 1, 1999
that refer to existing currencies rather than the Euro; and the creation of
suitable clearing and settlement payment systems for the new currency. These
or other factors, including political and economic risks, could cause market
disruptions before or after the introduction of the Euro. The Company
understands that the Investment Manager and other key service providers are
taking steps to address Euro-related issues.

REGISTRATION STATEMENT

The Funds' Prospectus and this SAI do not contain all of the information
set forth in the Company's registration statement and related forms as filed
with the SEC, certain portions of which are omitted in accordance with rules
and regulations of the SEC. The registration statement and related forms may
be inspected at the Public Reference Room of the SEC at Room 1024, 450 5th
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and copies thereof may
be obtained from the SEC at prescribed rates. It is also available on the
SEC's Internet Web site at http://www.sec.gov. Statements contained in the
Prospectus or this SAI as to the contents of any contract or other document
referred to herein or in the Prospectus are not necessarily complete, and, in
each instance, reference is made to the copy of such contract or other
document filed as an exhibit to the Company's registration statement, each
such statement being qualified in all respects by such reference.

<PAGE>

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) FINANCIAL STATEMENTS

Financial Statements and Financial Highlights included in the Annual Report
for the Dresdner RCM Global Technology Fund, Dresdner RCM Global Small Cap
Fund, Dresdner RCM Global Health Care Fund, Dresdner RCM Large Cap Growth
Fund, Dresdner RCM Biotechnology Fund and Dresdner RCM Emerging Markets
Fund, (collectively, the "Funds") for the fiscal year ended December 31,
1997, are incorporated herein by reference to the Funds' Statement of
Additional Information and were filed on August 31, 1998 pursuant to Rule
30d-1 under the Investment Company Act of 1940 and are incorporated herein
by reference.

Unaudited Financial Statements and Financial Highlights included in the
Semi-Annual Report for the Dresdner RCM Global Technology Fund, Dresdner
RCM Global Small Cap Fund, Dresdner RCM Global Health Care Fund, Dresdner
RCM Large Cap Growth Fund, Dresdner RCM Biotechnology Fund, and Dresdner
RCM Emerging Markets Fund (collectively, the "Funds) for the six-month
period ended June 30, 1998, are incorporated herein by reference to the
Funds' Statement of Additional Information and were filed on August 31,
1998 pursuant to Rule 30d-1 under the Investment Company Act of 1940 and
are incorporated herein by reference.

(b) EXHIBITS

1. (a) Articles of Incorporation of Registrant are incorporated herein
by reference to Exhibit 1 of Pre-Effective Amendment No.1.

(b) Articles Supplementary to Articles of Incorporation of Registrant
with respect to RCM Global Health Care Fund, RCM Global Small Cap
Fund and RCM Large Cap Growth Fund, (currently known as Dresdner
RCM Global Health Care Fund, Dresdner RCM Global Small Cap Fund
and Dresdner RCM Large Cap Growth Fund, respectively), are
incorporated herein by reference to Exhibit 1(b) of
Post-Effective Amendment No. 2.

(c) Articles Supplementary to Articles of Incorporation of Registrant
with respect to Dresdner RCM Emerging Markets Fund are
incorporated herein by reference to Exhibit 1(c) of
Post-Effective Amendment No. 5.

(d) Articles Supplementary to Articles of Incorporation of Registrant
with respect to Dresdner RCM Biotechnology Fund are incorporated
herein by reference to Exhibit 1(d) of Post-Effective Amendment
No. 6.

C-5

<PAGE>

(e) Articles of Amendment to Articles of Incorporation of
Registrant with respect to Dresdner RCM Global Technology
Fund, Dresdner RCM Global Health Care Fund, Dresdner RCM
Global Small Cap Fund and Dresdner RCM Large Cap Growth Fund,
are incorporated herein by reference to Exhibit 1(e) of
Post-Effective Amendment No. 6.

(f) Articles of Amendment to Articles of Incorporation of
Registrant with respect to changing the corporate name of
Dresdner RCM Equity Funds, Inc. to Dresdner RCM Global Funds,
Inc. is filed herein as Exhibit 1(f).

(g) Articles of Amendment to Articles of Incorporation of
Registrant, with respect to changing the name of the existing
shares of capital stock of its Dresdner RCM Large Cap Growth
Fund, Dresdner RCM Global Small Cap Fund, Dresdner RCM Global
Technology Fund and Dresdner RCM Emerging Markets Fund, is filed
herein as Exhibit 1(g).

(h) Articles Supplementary to Articles of Incorporation of
Registrant with respect to establishing a new class of capital
stock for its Dresdner RCM Large Cap Growth Fund, Dresdner RCM
Global Small Cap Fund, Dresdner RCM Global Technology Fund and
Dresdner RCM Emerging Markets Fund and establishing three new
series of capital stock, Dresdner RCM Tax Managed Growth Fund,
Dresdner RCM Global Equity Fund and Dresdner RCM Strategic
Income Fund, is filed herein as Exhibit 1(h).

2. (a) Bylaws of Registrant are incorporated herein by reference to
Exhibit 2 of Pre-Effective Amendment No. 2.

(b) Form of Amendments to Bylaws of Registrant are incorporated
herein by reference to Exhibit 2(b) of Post-Effective Amendment
No. 3.

3. None

4. (a) Proof of specimen of certificate for capital stock ($0.0001 par
value) of Registrant, on behalf of RCM Global Technology Fund
(currently known as Dresdner RCM Global Technology Fund), and
excerpts from Articles of Incorporation and Bylaws, are
incorporated herein by reference to Exhibit 4 of Pre-Effective
Amendment No. 2.

(b) Proof of specimen of certificate for capital stock ($0.0001 par
value) of Registrant, on behalf of RCM Global Health Care Fund
(currently known as Dresdner RCM Global Health Care Fund), is
incorporated herein by reference to Exhibit 4(b) of
Post-Effective Amendment No. 1.

(c) Proof of specimen of certificate for capital stock ($0.0001 par
value) of Registrant, on behalf of RCM Global Small Cap Fund
(currently known as

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<PAGE>

Dresdner RCM Global Small Cap Fund), is incorporated herein by
reference to Exhibit 4(c) of Post-Effective Amendment No. 1.

(d) Proof of specimen of certificate for capital stock ($0.0001 par
value) of Registrant, on behalf of RCM Large Cap Growth Fund
(currently known as Dresdner RCM Large Cap Growth Fund), is
incorporated herein by reference to Exhibit 4(d) of
Post-Effective Amendment No. 1.

(e) Proof of specimen of certificate for capital stock ($0.0001 par
value) of Registrant, on behalf of Dresdner RCM Emerging Markets
Fund, is incorporated herein by reference to Exhibit 4(e) of
Post-Effective Amendment No. 2.

(f) Proof of specimen of certificate for capital stock ($0.0001 par
value) of Registrant, on behalf of Dresdner RCM Biotechnology
Fund, is incorporated herein by reference to Exhibit 4(f) of
Post-Effective Amendment No. 5.

(g) Proof of specimen of certificate for capital stock ($.0001 par
value) of Registrant, on behalf of its Dresdner RCM Large Cap
Growth Fund Class N shares, is filed herein as Exhibit 4(g).

(h) Proof of specimen of certificate for capital stock ($.0001 par
value) of Registrant, on behalf of its Dresdner RCM Global Small
Cap Fund Class N shares, is filed herein as Exhibit 4(h).

(i) Proof of specimen of certificate for capital stock ($.0001 par
value) of Registrant, on behalf of its Dresdner RCM Global
Technology Fund Class N shares, is filed herein as Exhibit 4(i).

(j) Proof of specimen of certificate for capital stock ($.0001 par
value) of Registrant, on behalf of its Dresdner RCM Emerging
Markets Fund Class N shares, is filed herein as Exhibit 4(j).

(k) Proof of specimen of certificates for capital stock ($.0001 par
value) of Registrant, on behalf of its Dresdner RCM Tax Managed
Growth Fund Class N and I shares, are filed herein as Exhibit
4(k).

(l) Proof of specimen of certificates for capital stock ($.0001 par
value) of Registrant, on behalf of its Dresdner RCM Global Equity
Fund Class N and I shares, are filed herein as Exhibit 4(l).

(m) Proof of specimen of certificates for capital stock ($.0001 par
value) of Registrant, on behalf of its Dresdner RCM Strategic
Income Fund Class N and I shares, are filed herein as Exhibit
4(m).

C-7

<PAGE>

5. (a) Investment Management Agreement, Power of Attorney and Service
Agreement between Registrant, on behalf of RCM Global Technology
Fund (currently known as Dresdner RCM Global Technology Fund),
and RCM Capital Management, L.L.C., (currently known as Dresdner
RCM Global Investors LLC), dated as of June 14, 1996, is
incorporated herein by reference to Exhibit 5(a) of
Post-Effective Amendment No. 1.

(b) Investment Management Agreement, Power of Attorney and Service
Agreement between Registrant, on behalf of RCM Global Health Care
Fund (currently known as Dresdner RCM Global Health Care Fund)
and RCM Capital Management, L.L.C., (currently known as Dresdner
RCM Global Investors LLC) dated as of December 27, 1996 and
Appendix A (Schedule of Fees) dated as of December 30, 1997, are
incorporated herein by reference to Exhibit 5(b) of
Post-Effective Amendment No. 6.

(c) Investment Management Agreement, Power of Attorney and Service
Agreement between Registrant, on behalf of RCM Global Small Cap
Growth Fund (currently known as Dresdner RCM Small Cap Growth
Fund), and RCM Capital Management, L.L.C., (currently known as
Dresdner RCM Global Investors LLC) dated as of December 27, 1996
and Appendix A (Schedule of Fees) dated as of December 30, 1997,
are incorporated herein by reference to Exhibit 5(c) of
Post-Effective Amendment No. 6.

(d) Investment Management Agreement, Power of Attorney and Service
Agreement between Registrant, on behalf of RCM Large Cap Growth
Fund, (currently known as Dresdner RCM Large Cap Growth Fund) and
RCM Capital Management, L.L.C., (currently known as Dresdner RCM
Global Investors LLC) dated as of December 27, 1996 and Appendix
A (Schedule of Fees) dated as of December 30, 1997, are
incorporated herein by reference to Exhibit 5(d) of
Post-Effective Amendment No. 6.

(e) Investment Management Agreement, Power of Attorney and Service
Agreement and Appendix A (Schedule of Fees) between Registrant,
on behalf of Dresdner RCM Emerging Markets Fund and RCM Capital
Management, L.L.C. (currently known as Dresdner RCM Global
Investors LLC) dated as of December 30, 1997, are incorporated
herein by reference to Exhibit 5(e) of Post-Effective Amendment
No. 6.

(f) Investment Management Agreement, Power of Attorney and Service
Agreement and Appendix A (Schedule of Fees) between Registrant,
on behalf of Dresdner RCM Biotechnology Fund and Dresdner RCM
Global Investors LLC dated as of December 30, 1997, are
incorporated herein by reference to Exhibit 5(f) of
Post-Effective Amendment No. 6.

(g) Investment Management Agreement, Power of Attorney and Service
Agreement and Appendix A (Schedule of Fees) between Registrant,
on

C-8

<PAGE>

behalf of Dresdner RCM Tax Managed Growth Fund and Dresdner RCM
Global Investors LLC dated as of December 30, 1998, are filed
herein as Exhibit 5(g).

(h) Investment Management Agreement, Power of Attorney and Service
Agreement and Appendix A (Schedule of Fees) between Registrant,
on behalf of Dresdner RCM Global Equity Fund and Dresdner RCM
Global Investors LLC dated as of December 30, 1998, are filed
herein as Exhibit 5(h).

(i) Investment Management Agreement, Power of Attorney and Service
Agreement and Appendix A (Schedule of Fees) between Registrant,
on behalf of Dresdner RCM Strategic Income Fund and Dresdner RCM
Global Investors LLC dated as of December 30, 1998, are filed
herein as Exhibit 5(i).

6. (a) Distribution Agreement between Registrant and Funds
Distributor Inc., dated June 13, 1996 is incorporated herein
by reference to Exhibit 6(b) of Post-Effective Amendment No. 1.

(b) Service Agreement among RCM Capital Management, a California
Limited Partnership, (currently known as Dresdner RCM Global
Investors LLC), RCM Equity Funds, Inc., RCM Capital Funds,
Inc. (currently known as Dresdner RCM Global Funds, Inc. and
Dresdner RCM Capital Funds, Inc., respectively) and Funds
Distributor, Inc. ("FDI"), dated June 13, 1996, is
incorporated herein by reference to Exhibit 6(a) of
Post-Effective Amendment No. 1.

(c) Fee Letter Agreement between Registrant, RCM Capital
Management, a California Limited Partnership, (currently known
as Dresdner RCM Global Investors LLC), RCM Equity Funds, Inc.,
RCM Capital Funds, Inc. (currently known as Dresdner RCM
Global Funds, Inc. and Dresdner RCM Capital Funds, Inc.,
respectively) and Funds Distributor Inc., dated June 13, 1996
is incorporated herein by reference to Exhibit 6(c) of
Post-Effective Amendment No. 1.

(d) Form of Selling Agreement is incorporated herein by reference
to Exhibit 6(d) of Post-Effective Amendment No. 1.

7. None

8. (a) Custodian Contract and remuneration schedule between
Registrant, on behalf of RCM Global Technology Fund (currently
known as Dresdner RCM Global Technology Fund) and State Street
Bank and Trust Company is incorporated herein by reference to
Exhibit 8(a) of Post-Effective Amendment No. 5.

C-9

<PAGE>

(b) Form of Amendment to Custodian Contract between Registrant,
on behalf of RCM Global Health Care Fund (currently known as
Dresdner RCM Global Health Care Fund), and State Street Bank
and Trust Company is incorporated herein by reference to
Exhibit 8(b) of Post-Effective Amendment No. 1.

(c) Form of Amendment to Custodian Contract between Registrant,
on behalf of RCM Global Small Cap Fund (currently known as
Dresdner RCM Global Small Cap Fund), and State Street Bank
and Trust Company is incorporated herein by reference to
Exhibit 8(c) of Post-Effective Amendment No. 1.

(d) Form of Amendment to Custodian Contract between Registrant,
on behalf of RCM Large Cap Growth Fund (currently known as
Dresdner RCM Large Cap Growth Fund), and State Street Bank
and Trust Company is incorporated herein by reference to
Exhibit 8(d) of Post-Effective Amendment No. 1.

(e) Custodian Agreement between Registrant, on behalf of
Dresdner RCM Emerging Markets Fund, and Brown Brothers
Harriman & Co. is incorporated herein as Exhibit 8(e) of
Post-Effective Amendment No. 6.

(f) Amendment to Custodian Agreement between Registrant on
behalf of Dresdner Emerging Markets Fund and Brown Brothers
Harriman & Co. is incorporated herein by reference to
Exhibit 8(f) of Post-Effective Amendment No. 8.

(g) Form of Amendment to Custodian Contract between Registrant,
on behalf of Dresdner RCM Biotechnology Fund, and State
Street Bank and Trust Company is incorporated herein by
reference to Exhibit 8(g) of Post-Effective Amendment No. 5.

(j) Form of Amendment to Custodian Contract between Registrant,
on behalf of Dresdner RCM Tax Managed Growth Fund, Dresdner
RCM Global Equity Fund and Dresdner RCM Strategic Income
Fund, is incorporated herein by reference to Exhibit 8(h) of
Post-Effective Amendment No. 8.

9. (a) License Agreement between Dresdner RCM Global Investors LLC and
Registrant relating to the use by Registrant of the mark
"Dresdner RCM", is incorporated herein by reference to Exhibit
9(a) of Post-Effective Amendment No. 6.

(b) Form of Transfer Agency Agreement between Registrant and State
Street Bank and Trust Company is filed herein as Exhibit 9(b).

C-10

<PAGE>

10. (a) Letter of Paul, Hastings, Janofsky and Walker LLP is filed
herein as Exhibit 10(a).

(b) Opinion and consent of Venable, Baetjer and Howard LLP in
connection with the establishment of the Dresdner RCM Tax
Managed Growth Fund, Dresdner RCM Global Equity Fund and
Dresdner RCM Strategic Income Fund, is filed herein as Exhibit
10(b).

(c) Opinion and consent of Venable, Baetjer and Howard LLP in
connection with the issuance of Class N shares of the Dresdner
RCM Large Cap Growth Fund, Dresdner RCM Global Small Cap Fund,
Dresdner RCM Global Technology Fund and Dresdner RCM Emerging
Markets Fund, is filed herein as Exhibit 10(c).

11. Opinion of PricewaterhouseCoopers LLP is filed herein as Exhibit 11.

12. None

13. None

14. None

15. Distribution and Service Plan of Registrant pursuant to Rule 12b-1,
on behalf of Dresdner RCM Tax Managed Growth Fund, Dresdner RCM
Global Equity Fund, and Dresdner RCM Strategic Income Fund, is filed
herein as Exhibit 15.

16. (a) Schedule for computation of total returns is incorporated
herein by reference to Exhibit 16(a) of Post-Effective
Amendment No. 7.

17. (a) Financial Data Schedules for the fiscal year ended December
31, 1997 are incorporated herein by reference to Exhibit 17 of
Post-Effective Amendment No. 7.

(b) Financial Data Schedules for the six-month period ended June
30, 1998 are incorporated herein by reference to Exhibit 17(b)
of Post-Effective Amendment No. 9.

18. Multiple Class of Shares Plan of Registrant pursuant to Rule 18f-3, on
behalf of Dresdner RCM Tax Managed Growth Fund, Dresdner RCM Global
Equity Fund, and Dresdner RCM Strategic Income Fund, is filed herein
as Exhibit 18.

19. (a) Power of Attorney for DeWitt F. Bowman, Pamela A. Farr and
George G.C. Parker is incorporated herein by reference to
Post-Effective Amendment No. 8.

(b) Power of Attorney for George B. James is filed herein as
Exhibit 19(b).

C-11

<PAGE>

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

None

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

As of November 30, 1998
<TABLE>
<CAPTION>
TITLE OF CLASS NUMBER OF RECORD-HOLDERS
<S> <C>
Dresdner RCM Global Technology Fund 82
Capital Stock
($0.0001 par value)

Dresdner RCM Global Health Care Fund 8
Capital Stock
($0.0001 par value)

Dresdner RCM Large Cap Growth Fund 5
Capital Stock
($0.0001 par value)

Dresdner RCM Global Small Cap Fund 11
Capital Stock
($0.0001 par value)

Dresdner RCM Emerging Markets Fund 6
Capital Stock
($0.0001 par value)

Dresdner RCM Biotechnology Fund 7
Capital Stock
($0.0001 par value)

Dresdner RCM Tax Managed Growth Fund 0
Capital Stock
($0.0001 par value)

Dresdner RCM Global Equity Fund 0
Capital Stock
($0.0001 par value)

Dresdner RCM Strategic Income Fund 0
Capital Stock
($0.0001 par value)
</TABLE>

C-12

<PAGE>

ITEM 27. INDEMNIFICATION.

Section 2-418 of the General Corporation Law of Maryland empowers a
corporation to indemnify directors and officers of the corporation under
various circumstances as provided in such statute. A director or officer who
has been successful on the merits or otherwise, in the defense of any
proceeding, must be indemnified against reasonable expenses incurred by such
person in connection with the proceeding. Reasonable expenses may be paid or
reimbursed by the corporation in advance of the final disposition of the
proceeding, after a determination that the facts then known to those making
the determination would not preclude indemnification under the statute, and
following receipt by the corporation of a written affirmation by the person
that his or her standard of conduct necessary for indemnification has been
met and upon delivery of a written undertaking by or on behalf of the person
to repay the amount advanced if it is ultimately determined that the standard
of conduct has not been met.

Article VI of the Bylaws of Registrant contains indemnification
provisions conforming to the above statute and to the provisions of Section
17 of the Investment Company Act of 1940, as amended.

The Registrant and the directors and officers of Registrant
obtained coverage under an Errors and Omissions insurance policy. The terms
and conditions of the policy coverage conforms generally to the standard
coverage available throughout the investment company industry. The coverage
also applies to Registrant's investment manager and its members and employees.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Registrant pursuant to the provisions of Maryland law
and Registrant's Articles of Incorporation and Bylaws, or otherwise,
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in said Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a director, officer or controlling
person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Registrant's investment manager, Dresdner RCM Global Investors LLC,
is a Delaware limited liability company, whose two members are Dresdner Bank
AG ("Dresdner") and Dresdner Kleinwort Benson North America, Inc. ("Dresdner
Kleinwort Benson"). Dresdner is an international banking organization whose
principal executive offices are located at Gallunsanlage

C-13

<PAGE>

7, 60041 Frankfurt am Main, Frankfurt, Germany. Dresdner Kleinwort Benson is
a wholly owned subsidiary of Dresdner whose principal executive offices are
located at 75 Wall Street, New York, New York 10005.

The name and principal business address of the companies that the officers and
members of the Board of Managers of Dresdner RCM have had, during the past two
years, a director or officer position with, is set forth below:

<TABLE>
<CAPTION>
NAME OF THE OFFICER OR BUSINESS AFFILIATIONS ADDRESS
MEMBER OF THE BOARD OF
MANAGERS
<S> <C> <C>

Gerhard Eberstadt Dresdner Bank AG Jurgen-Ponto-Platz 1
(May 1998 - present) D-60301
Frankfurt am Main
Germany

Chairman, Dresdner 75 Wall Street
Kleinwort Benson North New York, NY 10005
America, Inc. (September
1996 - present);

Director, KBIMA (December 75 Wall Street
1997 - present) New York, NY 10005

George N. Fugelsang President, Chief Executive 75 Wall Street
Officer, Chairman, New York NY 10005
Dresdner Kleinwort Benson
North America LLC
(February 1994 - present)

Director, Dresdner 75 Wall Street
Kleinwort Benson North New York, NY 10005
America Services LLC
(September 1996 -
present); Director, KBIMA
(December 1997 - present

Director, KBIMA (December 75 Wall Street
1997 - present New York, NY 10005
</TABLE>

C-14

<PAGE>

<TABLE>
<CAPTION>
NAME OF THE OFFICER OR BUSINESS AFFILIATIONS ADDRESS
MEMBER OF THE BOARD OF
MANAGERS
<S> <C> <C>
Susan C. Gause Dresdner RCM (July 1994 - Four Embarcadero Center
Present) San Francisco, CA
94111

Chief Operating Officer, Four Embarcadero Center
Senior Managing Director, San Francisco, CA
and Member of the Board of 94111
Managers (July 1998-
present)

Treasurer and Chief Four Embarcadero Center
Financial Officer, Capital San Francisco, CA
Funds (September 1994 - 94111
June 1996)

Treasurer and Chief Four Embarcadero Center
Financial Officer, Equity San Francisco, CA
Funds, (September 1995 - 94111
June 1996)

Treasurer and Chief Four Embarcadero Center
Financial Officer, RCS San Francisco, CA
(October 1994 - June 1996) 94111

Luke D. Knecht Managing Director (July Four Embarcadero Center
1998-present), Member of San Francisco, CA
the Board of Managers, 94111
Dresdner RCM (November
1997 - present)

Executive Director, 206 S. Wacker Drive
Russell Reynolds Chicago, IL
(September 1995 - January
1997)
</TABLE>
C-15

<PAGE>

<TABLE>
<CAPTION>
NAME OF THE OFFICER OR BUSINESS AFFILIATIONS ADDRESS
MEMBER OF THE BOARD OF
MANAGERS
<S> <C> <C>
Joachim Madler Director, Dresdner Bank AG Mainzer Lanstrasse 15-17
(September 1997 - present) 60301 Frankfurt
Germany

Director, KBIMA (December 75 Wall Street
1997 - present); New York, NY 10005

Director, Dresdner (South SIngapore
East Asia) (October 1997 -
Present)

Managing Director, Farberstrasse 6,
Dresdner Bank (Schweiz) AG Zurich, Switzerland
(November 1997 - present);

Chairman, DFV Deutsche Mainzer Lanstrasse 11-13
Fonds und 60301 Frankfurt
Vorsorgeberatungs (July Germany
1996 - June 1997)

Deutscher Investment-Trust Mainzer Lanstrasse 11-13
(June 1996 - June 1997) 60301 Frankfurt
Germany

Managing Director, GKS Windmuhlweg 12
Gesellschaft fur 95030 Hof
Kontenservice GmbH (June Germany
1994 - June 1997)
</TABLE>
C-16

<PAGE>

<TABLE>
<CAPTION>
NAME OF THE OFFICER OR BUSINESS AFFILIATIONS ADDRESS
MEMBER OF THE BOARD OF
MANAGERS
<S> <C> <C>
William L. Price Chief Executive Officer Four Embarcadero Center
and Global Chief San Francisco, CA
Investment Officer, 94111
Dresdner RCM (July 1998 -
present)

Chairman and Member of the Four Embarcadero Center
Board of Managers, Senior San Francisco, CA
Managing Director, 94111
Dresdner RCM (December
1997 - present)

Director, KBIMA (December 75 Wall Street
1997- present New York, NY 10005

Director, Dresdner RCM 10 Fenchurch Street
(UK) (January 1998 - London, UK EC3M3LB
present

President and Chairman, Four Embarcadero Center
Capital Funds (May 1979 - San Francisco, CA
June 1996 94111

Chairman, Equity Funds Four Embarcadero Center
(September 1995 - June San Francisco, CA
1996) 94111

Jeffrey S. Rudsten Senior Managing Director Four Embarcadero Center
(July 1998 - present); San Francisco, CA
Member of the Board of 94111
Managers, Dresdner RCM
(June 1978 - present)

Director, KBIMA (December 75 Wall Street
1997- present) New York, NY 10005

Vice President and Four Embarcadero Center
Director, RCS (February San Francisco, CA
1994 - June 1996) 94111
</TABLE>

C-17

<PAGE>

<TABLE>
<CAPTION>
NAME OF THE OFFICER OR BUSINESS AFFILIATIONS ADDRESS
MEMBER OF THE BOARD OF
MANAGERS
<S> <C> <C>
William S. Stack Senior Managing Director, Four Embarcadero Center
Global Equity Chief San Francisco, CA
Investment Officer (July 94111
1998 - present); Member of
the Board of Managers,
Dresdner RCM (August 1994
- present)

Director, KBIMA (December 75 Wall Street
1997- present) New York, NY 10005

Director, Dresdner RCM 10 Fenchurch Street
(UK) (January 1998 - London, UK EC3M3LB
present)

Vice President, Capital Four Embarcadero Center
Funds (December 1994 - San Francisco, CA
June 1996) 94111

Vice President and Four Embarcadero Center
Director, Equity Funds San Francisco, CA
(September 1995 - June 94111
1996)

Kenneth B. Weeman, Jr. Dresdner RCM (October 1979 Four Embarcadero Center
- present) San Francisco, CA
94111

Vice Chairman, Senior Four Embarcadero Center
Managing Director (July San Francisco, CA
1998 - present) 94111

Director, KBIMA (December 75 Wall Street
1997- present); New York, NY 10005

Director, Dresdner RCM 10 Fenchurch Street
(UK) (January 1998 - London, UK EC3M3LB
present)

Vice President and Four Embarcadero Center
Director , Capital Funds San Francisco, CA
(November 1993 - June 94111
1996

Vice President and Four Embarcadero Center
Director, Equity Funds San Francisco, CA
(September 1995 - June 94111
1996)
</TABLE>

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<PAGE>

ITEM 29. PRINCIPAL UNDERWRITERS.

(a) Funds Distributor, Inc. ("FDI"), whose principal offices are
located at 60 State Street, Suite 1300, Boston Massachusetts 02109,
is the principal underwriter of Registrant. FDI is an indirect,
wholly owned subsidiary of Boston Institutional Group, Inc., a
holding company, all of whose outstanding shares are owned by key
employees. FDI is a broker-dealer registered under the Securities
Exchange Act of 1934, as amended, and is a member of the National
Association of Securities Dealers, Inc. FDI also serves as
principal underwriter of the following investment companies:

American Century California Tax-Free and Municipal Funds
American Century Capital Portfolios, Inc.
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Mutual Funds, Inc.
American Century Premium Reserves, Inc.
American Century Quantitative Equity Funds
American Century Strategic Asset Allocations, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
The Brinson Funds
Dresdner RCM Capital Funds, Inc.
Founders Funds, Inc.
Harris Insight Funds Trust
HT Insight Funds, Inc. d/b/a Harris Insight Funds
J.P. Morgan Institutional Funds
J.P. Morgan Funds
JPM Series Trust
JPM Series Trust II
LaSalle Partners Funds, Inc.
Kobrick-Cedant Investment Trust
Merrimac Series
Monetta Fund, Inc.
Monetta Trust
The Montgomery Funds I
The Montgomery Funds II
The Munder Framlington Funds Trust
The Munder Funds Trust
The Munder Funds, Inc.

C-19

<PAGE>

National Investors Cash Management Fund, Inc.
Orbitex Group of Funds
SG Cowen Funds, Inc.
SG Cowen Income + Growth Fund, Inc.
SG Cowen Standby Reserve Fund, Inc.
SG Cowen Standby Tax-Exempt Reserve Fund, Inc.
SG Cowen Series Funds, Inc.
St. Clair Funds, Inc.
The Skyline Funds
Waterhouse Investors Family of Funds, Inc.
WEBS Index Fund, Inc.

FDI does not act as a depositor or investment adviser of any
investment company.

C-20

<PAGE>

(b) The directors and executive officers of FDI are set forth below:

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES WITH POSITIONS AND OFFICES
BUSINESS ADDRESS FUNDS DISTRIBUTOR, INC. WITH REGISTRANT
- -------------------------------------------------------------------------------
<S> <C> <C>
Marie E. Connolly Director, President and None
Chief Executive Officer

George A. Rio Executive Vice President President, Treasurer
and Chief Financial
Officer

Donald R. Roberson Executive Vice President None

William S. Nichols Executive Vice President None

Michael S. Petrucelli Senior Vice President None

Margaret W. Chambers Senior Vice President, Vice President and
General Counsel and Chief Secretary
Compliance Officer

Joseph F. Tower III Director, Senior Vice None
President, Treasurer and
Chief Financial Officer

Paula R. David Senior Vice President None

Judith K. Benson Senior Vice President None

Gary S. MacDonald Senior Vice President None

Bernard A. Whalen Senior Vice President None

William J. Nutt Chairman and Director None
</TABLE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.

Accounts, books and other records required by Rules 31a-1 and 31a-2
under the Investment Company Act of 1940, as amended, are maintained and held in
the offices of Registrant's investment manager, Dresdner RCM Global Investors
LLC, Four Embarcadero Center, San Francisco, California 94111; and/or
Registrant's distributor, Funds Distributor, Inc., 60 State Street, Suite 1300,
Boston, Massachusetts 02109.

Records covering portfolio transactions are also maintained and kept
by Registrant's custodian and transfer agent, State Street Bank and Trust
Company, U.S. Mutual

C-21

<PAGE>

Funds Services Division, P.O. Box 1713, Boston, Massachusetts 02105 and Brown
Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts 02109, with
respect to Dresdner RCM Emerging Markets Fund.

ITEM 31. MANAGEMENT SERVICES.

None

ITEM 32. UNDERTAKINGS.

(a) Not applicable

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

C-22

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Dresdner RCM Equity Funds, Inc. has duly
caused this Post-Effective Amendment No. 10 to the Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Post-Effective Amendment No. 10 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Boston, Commonwealth of Massachusetts, on December 31, 1998.

DRESDNER RCM EQUITY FUNDS, INC.

By: /s/George A Rio, President
---------------

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 10 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>

(1) Principal Executive Officer President December 31, 1998

/s/George A. Rio
----------------
George A. Rio

(2) Chief Financial and Accounting Officer Treasurer December 31, 1998

/s/George A. Rio
----------------
George A. Rio
</TABLE>

* Signed by George A. Rio pursuant to a power of attorney dated October 13,
1998.

** Signed by George A. Rio pursuant to a power of attorney dated December 31,
1998.

<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>

(3) Directors

/s/ DeWitt F. Bowman* December 31, 1998
------------------------
DeWitt F. Bowman

/s/ Pamela A. Farr* December 31, 1998
------------------------
Pamela A. Farr

/s/ George B. James ** December 31, 1998
------------------------
George B. James

/s/ George G.C. Parker * December 31, 1998
------------------------
George G.C. Parker

By: /s/George A. Rio December 31, 1998
----------------
George A. Rio
as Attorney-in-Fact

</TABLE>

* Signed by George A. Rio pursuant to a power of attorney dated October 13,
1998.

** Signed by George A. Rio pursuant to a power of attorney dated December 31,
1998.

<PAGE>

EXHIBIT LIST

NUMBER DESCRIPTION

1(f) Articles of Amendment to Articles of Incorporation
(corporate name change)

1(g) Articles of Amendment to Articles of Incorporation
(changing name of existing classes of capital stock)

1(h) Articles Supplementary to Articles of Incorporation
(establishing new classes and new series)

4(g) Proof of specimen of certificate for capital stock ($.0001 par value)
(Dresdner RCM Large Cap Growth Fund Class N)

4(h) Proof of specimen of certificate for capital stock ($.0001 par value)
(Dresdner RCM Global Small Cap Fund Class N)

4(i) Proof of specimen of certificate for capital stock ($.0001 par value)
(Dresdner RCM Global Technology Fund Class N)

4(j) Proof of specimen of certificate for capital stock ($.0001 par value)
(Dresdner RCM Emerging Markets Fund Class N)

4(k) Proof of specimen of certificates for capital stock ($.0001 par value)
(Dresdner RCM Tax Managed Growth Fund Class N and Class I)

4(l) Proof of specimen of certificates for capital stock ($.0001 par value)
(Dresdner RCM Global Equity Fund Class N and Class I)

4(m) Proof of specimen of certificates for capital stock ($.0001 par value)
(Dresdner RCM Strategic Income Fund Class N and Class I)

5(g) Investment Management, Power of Attorney and Service Agreement
(Dresdner RCM Tax Managed Growth Fund)

5(h) Investment Management, Power of Attorney and Service Agreement
(Dresdner RCM Global Equity Fund)

5(i) Investment Management, Power of Attorney and Service Agreement
(Dresdner RCM Strategic Income Fund)

9(b) Form of Transfer Agency Agreement

10(a) Letter of Paul, Hastings, Janofsky & Walker LLP

10(b) Opinion and Consent of Venable, Baetjer and Howard LLP
(establishment of three new series)

10(c) Opinion and Consent of Venable, Baetjer and Howard LLP

Page 1

<PAGE>

(establishment of new classes of shares)

11 Opinion of PricewaterhouseCoopers LLP

15 Distribution and Service Plan pursuant to Rule 12b-1

18 Multiple Class of Shares Plan pursuant to Rule 18f-3

19(b) Power of Attorney for George B. James

Page 2

<PAGE>

Exhibit 1(f)

DRESDNER RCM EQUITY FUNDS, INC.

ARTICLES OF AMENDMENT

TO
ARTICLES OF INCORPORATION
- --------------------------------------------------------------------------------

Dresdner RCM Equity Funds, Inc., a Maryland corporation, having its principal
office in the State of Maryland in Baltimore City (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

FIRST: Article I of the Corporation's Articles of Incorporation is
hereby amended to read as follows:

ARTICLE I
NAME

The name of the Corporation is Dresdner RCM Global Funds, Inc.
(the "Corporation")

SECOND: The Charter of the Corporation is amended by amending the names
of the existing classes of capital stock currently designated as "Dresdner RCM
Large Cap Growth Fund", "Dresdner RCM Global Small Cap Fund", "Dresdner RCM
Global Technology Fund" and "Dresdner RCM Emerging Markets Fund" to the
following, respectively;

Dresdner RCM Large Cap Growth Fund Class I
Dresdner RCM Global Small Cap Fund Class I
Dresdner RCM Global Technology Fund Class I
Dresdner RCM Emerging Markets Fund Class I

THIRD: The Corporation is registered as an open-end investment
company under the Investment Company Act of 1940.

FOURTH: The amendments to the Charter of the Corporation as set forth
above have been approved by at least a majority of the entire Board of Directors
of the Corporation and are limited to changes expressly permitted by Section
2-605 of subtitle 6 of Title 2 of the Maryland General Corporation Law to be
made without action by the stockholders of the Corporation.

IN WITNESS WHEREOF, Dresdner RCM Equity Funds, Inc. has caused these
Articles of Amendment to be executed by its President and witnessed by its
Assistant Secretary on this 28th day of December, 1998. The President of the
Corporation who signed these Articles of Amendment acknowledges them to be
the act of the Corporation and states under penalties of perjury that, to the
best of his knowledge, information and belief, the matters and facts set
forth herein relating to authorization and approval hereof are true in all
material respects.

WITNESS: DRESDNER RCM EQUITY FUNDS, INC.
By:/s/Karen Jacoppo-Wood By:/s/George A. Rio
--------------------- ----------------
Karen Jacoppo-Wood George A. Rio
Assistant Secretary President

<PAGE>

Exhibit 1(g)

DRESDNER RCM GLOBAL FUNDS, INC.

ARTICLES OF AMENDMENT

TO
ARTICLES OF INCORPORATION
- --------------------------------------------------------------------------------

Dresdner RCM Global Funds, Inc., a Maryland corporation, having its principal
office in the State of Maryland in Baltimore City (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

FIRST: The Charter of the Corporation is amended by:

(a) Amending the names of the existing classes of capital stock
currently designated as "Dresdner RCM Large Cap Growth Fund",
"Dresdner RCM Global Small Cap Fund", "Dresdner RCM Global
Technology Fund" and "Dresdner RCM Emerging Markets Fund" to the
following, respectively;

Dresdner RCM Large Cap Growth Fund Class I
Dresdner RCM Global Small Cap Fund Class I
Dresdner RCM Global Technology Fund Class I
Dresdner RCM Emerging Markets Fund Class I

SECOND: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940.

THIRD: The amendments to the Charter of the Corporation as set forth
above have been approved by at least a majority of the entire Board of
Directors of the Corporation and are limited to changes expressly permitted
by Section 2-605 of Subtitle 6 of Title 2 of the Maryland General Corporation
Law to be made without action by the stockholders of the Corporation.

IN WITNESS WHEREOF, Dresdner RCM Global Funds, Inc. has caused these
Articles of Amendment to be executed by its President and witnessed by its
Assistant Secretary on this 28th day of December, 1998. The President of the
Corporation who signed these Articles of Amendment acknowledges them to be
the act of the Corporation and states under penalties of perjury that, to the
best of his knowledge, information and belief, the matters and facts set
forth herein relating to authorization and approval hereof are true in all
materials respects.

WITNESS: DRESDNER RCM GLOBAL FUNDS, INC.

By:/s/Karen Jacoppo-Wood By:/s/George A. Rio
--------------------- ----------------
Karen Jacoppo-Wood George A. Rio
Assistant Secretary President

<PAGE>

Exhibit 1(h)

DRESDNER RCM GLOBAL FUNDS, INC.

ARTICLES SUPPLEMENTARY

TO
ARTICLES OF INCORPORATION
- --------------------------------------------------------------------------------

Dresdner RCM Global Funds, Inc., a Maryland corporation having its
principal office in the State of Maryland in Baltimore City (hereinafter called
the "Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

FIRST: (a) The Board of Directors has classified a total of
150,000,000 unissued shares of capital stock, par value $.0001 per share, of
the Corporation, which shares are currently unclassified, into shares of
capital stock, par value $.0001 per share, of the Corporation of three new
series of capital stock, each series having two classes with the following
designations (each a "Class"):

DESIGNATION NUMBER OF SHARES
<S> <C>
Dresdner RCM Tax Managed Growth Fund Class N 25,000,000
Dresdner RCM Tax Managed Growth Fund Class I 25,000,000
Dresdner RCM Global Equity Fund Class N 25,000,000
Dresdner RCM Global Equity Fund Class I 25,000,000
Dresdner RCM Strategic Income Fund Class N 25,000,000
Dresdner RCM Strategic Income Fund Class I 25,000,000
</TABLE>

(b) Classes having a common fund name will be invested in a
common investment portfolio comprising a series and the series and Classes will
have the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption set forth in Article IV(5) of the Corporation's Articles of
Incorporation and shall be subject to all provisions of the Charter of the
Corporation relating to stock of the Corporation generally.

SECOND: (a) The Board of Directors has also approved the
reclassification of 100,000,000 unissued shares of capital stock, par value
$.0001 per share, of the Corporation, to four new classes (each a "New Class")
of capital stock, par value $.0001 per share, as follows:

Old Classification New Classification Number of Shares of New Class
<S> <C> <C>
Dresdner RCM Large Cap Dresdner RCM Large Cap 25,000,000
Growth Fund Class I Growth Fund Class N

Dresdner RCM Global Dresdner RCM Global 25,000,000
Small Cap Fund Class I Small Cap Fund Class N

Dresdner RCM Global Dresdner RCM Global 25,000,000
Technology Fund Class I Technology Fund Class N

Dresdner RCM Emerging Dresdner RCM Emerging 25,000,000
Markets Fund Class I Markets Funds Class N

</TABLE>

<PAGE>

(b) Each New Class will be invested with the one other existing
class in each such Fund, and with any future classes in each such Fund, in a
common investment portfolio comprising a series and will have the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption set forth in
Article IV(5) of the Corporation's Articles of Incorporation and shall be
subject to all provisions of the Charter of the Corporation relating to stock of
the Corporation generally.

THIRD: The Board of Directors has classified and reclassified
unissued shares of the Corporation as set forth above pursuant to authority
contained in the Charter of the Corporation.

IN WITNESS WHEREOF, Dresdner RCM Global Funds, Inc. has caused these
Articles Supplementary to be executed by its President and witnessed by its
Assistant Secretary on this 28th day of December, 1998. The President of the
Corporation who signed these Articles Supplementary acknowledges them to be the
act of the Corporation and states under penalties of perjury that, to the best
of his knowledge, information and belief, the matters and facts set forth herein
relating to authorization and approval hereof are true in all material respects.

WITNESS: DRESDNER RCM GLOBAL FUNDS, INC.

By: /s/Karen Jacoppo-Wood By: /s/George A. Rio
--------------------- ----------------
Karen Jacoppo-Wood George A. Rio
Assistant Secretary President

<PAGE>

Exhibit 4(g)

INCORPORATED UNDER THE LAWS OF
THE STATE OF MARYLAND
DRESDNER RCM GLOBAL FUNDS, INC.
DRESDNER RCM LARGE CAP GROWTH FUND
CLASS N
(Par Value $0.0001)

THIS CERTIFIES THAT ________________________________ IS THE REGISTERED HOLDER OF
____________________________ CLASS I SHARES OF THE DRESDNER RCM LARGE CAP GROWTH
FUND Common Stock of DRESDNER RCM GLOBAL FUNDS, INC. TRANSFERABLE ONLY ON THE
BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY ATTORNEY UPON
SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE
TO BE SIGNED BY ITS DULY AUTHORIZED OFFICERS AND ITS CORPORATE SEAL TO
BE HEREUNTO AFFIXED

THIS ____________ DAY OF ___________________________ AD. __________

___________________________________ ___________________________________
Secretary President

SHARES Par Value Each
$0.0001

<PAGE>
CERTIFICATE
FOR
SHARES

DRESDNER RCM LARGE CAP GROWTH FUND
CLASS N
Series Common Stock of
DRESDNER RCM GLOBAL FUNDS, INC.

ISSUED TO: _____________________________________________

DATED: _____________________________________________

THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF CAPITAL
STOCK AND THE BOARD OF DIRECTORS MAY AUTHORIZE ADDITIONAL CLASSES OF
CAPITAL STOCK. THE CORPORATION WILL FURNISH A FULL STATEMENT OF THE
BOARD OF DIRECTORS' AUTHORITY AND OF THE DESIGNATIONS AND ANY
PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS AND TERMS AND CONDITIONS
OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION IS
AUTHORIZED TO ISSUE TO ANY STOCKHOLDER UPON REQUEST WITHOUT CHARGE.

FOR VALUE RECEIVED, ____________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO
________________________________________________________________________________
___________________________________________________________SHARES REPRESENTED BY
THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND
APPOINT_________________________________________ ATTORNEY TO TRANSFER THE SAID
SHARES ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF
SUBSTITUTION IN THE PREMISES.

DATED _____________________

In presence of _________________________________________

<PAGE>

Exhibit 4(h)

INCORPORATED UNDER THE LAWS OF
THE STATE OF MARYLAND
DRESDNER RCM GLOBAL FUNDS, INC.
DRESDNER RCM GLOBAL SMALL CAP FUND
CLASS N
(Par Value $0.0001)

THIS CERTIFIES THAT ________________________________ IS THE REGISTERED HOLDER OF
____________________________ CLASS N SHARES OF THE DRESDNER RCM GLOBAL SMALL CAP
FUND Common Stock of DRESDNER RCM GLOBAL FUNDS, INC. TRANSFERABLE ONLY ON THE
BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY ATTORNEY UPON
SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE
TO BE SIGNED BY ITS DULY AUTHORIZED OFFICERS AND ITS CORPORATE SEAL TO
BE HEREUNTO AFFIXED

THIS ____________ DAY OF ___________________________ AD. __________

__________________________________ ____________________________________
Secretary President

SHARES Par Value Each
$0.0001

<PAGE>
CERTIFICATE
FOR
SHARES

DRESDNER RCM GLOBAL SMALL CAP FUND
CLASS N
Series Common Stock of
DRESDNER RCM GLOBAL FUNDS, INC.

ISSUED TO: ________________________________
DATED: ________________________________

DATED _____________________

In presence of _________________________________________

<PAGE>

Exhibit 4(i)

INCORPORATED UNDER THE LAWS OF
THE STATE OF MARYLAND
DRESDNER RCM GLOBAL FUNDS, INC.
DRESDNER RCM GLOBAL TECHNOLOGY FUND
CLASS N
(Par Value $0.0001)

THIS CERTIFIES THAT ________________________________ IS THE REGISTERED HOLDER OF
____________________________ CLASS N SHARES OF THE DRESDNER RCM GLOBAL
TECHNOLOGY FUND Common Stock of DRESDNER RCM GLOBAL FUNDS, INC. TRANSFERABLE
ONLY ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY
ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE
TO BE SIGNED BY ITS DULY AUTHORIZED OFFICERS AND ITS CORPORATE SEAL TO
BE HEREUNTO AFFIXED

THIS ____________ DAY OF ___________________________ AD. __________

__________________________________ ___________________________________
Secretary President

SHARES Par Value Each
$0.0001

<PAGE>

CERTIFICATE
FOR
SHARES

DRESDNER RCM GLOBAL TECHNOLOGY FUND
CLASS N
Series Common Stock of
DRESDNER RCM GLOBAL FUNDS, INC.

ISSUED TO: ______________________________

DATED: ______________________________

DATED _____________________

In presence of _________________________________________

<PAGE>

Exhibit 4(j)

INCORPORATED UNDER THE LAWS OF
THE STATE OF MARYLAND
DRESDNER RCM GLOBAL FUNDS, INC.
DRESDNER RCM EMERGING MARKETS FUND
CLASS N
(Par Value $0.0001)

THIS CERTIFIES THAT ________________________________ IS THE REGISTERED HOLDER OF
____________________________ CLASS N SHARES OF THE DRESDNER RCM EMERGING MARKETS
FUND Common Stock of DRESDNER RCM GLOBAL FUNDS, INC. TRANSFERABLE ONLY ON THE
BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY ATTORNEY UPON
SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE
TO BE SIGNED BY ITS DULY AUTHORIZED OFFICERS AND ITS CORPORATE SEAL TO
BE HEREUNTO AFFIXED

THIS ____________ DAY OF ___________________________ AD. __________

__________________________________ ___________________________________
Secretary President

SHARES Par Value Each
$0.0001

<PAGE>

CERTIFICATE
FOR
SHARES

DRESDNER RCM EMERGING MARKETS FUND
CLASS N
Series Common Stock of
DRESDNER RCM GLOBAL FUNDS, INC.

ISSUED TO: ______________________________

DATED: ______________________________

DATED _____________________

In presence of _________________________________________

<PAGE>

Exhibit 4(k)

INCORPORATED UNDER THE LAWS OF
THE STATE OF MARYLAND
DRESDNER RCM GLOBAL FUNDS, INC.
DRESDNER RCM TAX MANAGED GROWTH FUND
CLASS N
(Par Value $0.0001)

THIS CERTIFIES THAT ________________________________ IS THE REGISTERED HOLDER OF
____________________________ CLASS N SHARES OF THE DRESDNER RCM TAX MANAGED
GROWTH FUND Common Stock of DRESDNER RCM GLOBAL FUNDS, INC. TRANSFERABLE ONLY ON
THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY ATTORNEY UPON
SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE
TO BE SIGNED BY ITS DULY AUTHORIZED OFFICERS AND ITS CORPORATE SEAL TO
BE HEREUNTO AFFIXED

THIS ____________ DAY OF ___________________________ AD. __________

__________________________________ ___________________________________
Secretary President

SHARES Par Value Each
$0.0001

<PAGE>

CERTIFICATE
FOR
SHARES

DRESDNER RCM TAX MANAGED GROWTH FUND
CLASS N
Series Common Stock of
DRESDNER RCM GLOBAL FUNDS, INC.

ISSUED TO: _____________________________

DATED: _____________________________

DATED _____________________

In presence of _________________________________________

<PAGE>

INCORPORATED UNDER THE LAWS OF
THE STATE OF MARYLAND
DRESDNER RCM GLOBAL FUNDS, INC.
DRESDNER RCM TAX MANAGED GROWTH FUND
CLASS I
(Par Value $0.0001)

THIS CERTIFIES THAT ________________________________ IS THE REGISTERED HOLDER OF
____________________________ CLASS I SHARES OF THE DRESDNER RCM TAX MANAGED
GROWTH FUND Common Stock of DRESDNER RCM GLOBAL FUNDS, INC. TRANSFERABLE ONLY ON
THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY ATTORNEY UPON
SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE
TO BE SIGNED BY ITS DULY AUTHORIZED OFFICERS AND ITS CORPORATE SEAL TO
BE HEREUNTO AFFIXED

THIS ____________ DAY OF ___________________________ AD. __________

__________________________________ ___________________________________
Secretary President

SHARES Par Value Each
$0.0001

<PAGE>
CERTIFICATE
FOR
SHARES

DRESDNER RCM TAX MANAGED GROWTH FUND
CLASS I
Series Common Stock of
DRESDNER RCM GLOBAL FUNDS, INC.

ISSUED TO: _______________________________

DATED: _______________________________

DATED _____________________

In presence of _________________________________________

<PAGE>

Exhibit 4(l)

INCORPORATED UNDER THE LAWS OF
THE STATE OF MARYLAND
DRESDNER RCM GLOBAL FUNDS, INC.
DRESDNER RCM GLOBAL EQUITY FUND
CLASS N
(Par Value $0.0001)

THIS CERTIFIES THAT ________________________________ IS THE REGISTERED HOLDER OF
____________________________ CLASS N SHARES OF THE DRESDNER RCM GLOBAL EQUITY
FUND Common Stock of DRESDNER RCM GLOBAL FUNDS, INC. TRANSFERABLE ONLY ON THE
BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY ATTORNEY UPON
SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE
TO BE SIGNED BY ITS DULY AUTHORIZED OFFICERS AND ITS CORPORATE SEAL TO
BE HEREUNTO AFFIXED

THIS ____________ DAY OF ___________________________ AD. __________

__________________________________ ___________________________________
Secretary President

SHARES Par Value Each
$0.0001

<PAGE>

CERTIFICATE
FOR
SHARES

DRESDNER RCM GLOBAL EQUITY FUND
CLASS N
Series Common Stock of
DRESDNER RCM GLOBAL FUNDS, INC.

ISSUED TO: __________________________

DATED: __________________________

DATED _____________________

In presence of _________________________________________

<PAGE>

INCORPORATED UNDER THE LAWS OF
THE STATE OF MARYLAND
DRESDNER RCM GLOBAL FUNDS, INC.
DRESDNER RCM GLOBAL EQUITY FUND
CLASS I
(Par Value $0.0001)

THIS CERTIFIES THAT ________________________________ IS THE REGISTERED HOLDER OF
____________________________ CLASS I SHARES OF THE DRESDNER RCM GLOBAL EQUITY
FUND Common Stock of DRESDNER RCM GLOBAL FUNDS, INC. TRANSFERABLE ONLY ON THE
BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY ATTORNEY UPON
SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE
TO BE SIGNED BY ITS DULY AUTHORIZED OFFICERS AND ITS CORPORATE SEAL TO
BE HEREUNTO AFFIXED

THIS ____________ DAY OF ___________________________ AD. __________

__________________________________ ___________________________________
Secretary President

SHARES Par Value Each
$0.0001

<PAGE>

CERTIFICATE
FOR
SHARES

DRESDNER RCM GLOBAL EQUITY FUND
CLASS I
Series Common Stock of
DRESDNER RCM GLOBAL FUNDS, INC.

ISSUED TO: __________________________

DATED: __________________________

DATED _____________________

In presence of _________________________________________

<PAGE>

Exhibit 4(m)

INCORPORATED UNDER THE LAWS OF
THE STATE OF MARYLAND
DRESDNER RCM GLOBAL FUNDS, INC.
DRESDNER RCM STRATEGIC INCOME FUND
CLASS N
(Par Value $0.0001)

THIS CERTIFIES THAT ________________________________ IS THE REGISTERED HOLDER OF
____________________________ CLASS N SHARES OF THE DRESDNER RCM STRATEGIC INCOME
FUND Common Stock of DRESDNER RCM GLOBAL FUNDS, INC. TRANSFERABLE ONLY ON THE
BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY ATTORNEY UPON
SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE
TO BE SIGNED BY ITS DULY AUTHORIZED OFFICERS AND ITS CORPORATE SEAL TO
BE HEREUNTO AFFIXED

THIS ____________ DAY OF ___________________________ AD. __________

__________________________________ ___________________________________
Secretary President

SHARES Par Value Each
$0.0001

<PAGE>

CERTIFICATE
FOR
SHARES

DRESDNER RCM STRATEGIC INCOME FUND
CLASS N
Series Common Stock of
DRESDNER RCM GLOBAL FUNDS, INC.

ISSUED TO: __________________________

DATED: __________________________

DATED _____________________

In presence of _________________________________________

<PAGE>

INCORPORATED UNDER THE LAWS OF
THE STATE OF MARYLAND
DRESDNER RCM GLOBAL FUNDS, INC.
DRESDNER RCM STRATEGIC INCOME FUND
CLASS I
(Par Value $0.0001)

THIS CERTIFIES THAT ________________________________ IS THE REGISTERED HOLDER OF
____________________________ CLASS I SHARES OF THE DRESDNER RCM STRATEGIC INCOME
FUND Common Stock of DRESDNER RCM GLOBAL FUNDS, INC. TRANSFERABLE ONLY ON THE
BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY ATTORNEY UPON
SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE
TO BE SIGNED BY ITS DULY AUTHORIZED OFFICERS AND ITS CORPORATE SEAL TO
BE HEREUNTO AFFIXED

THIS ____________ DAY OF ___________________________ AD. __________

__________________________________ ___________________________________
Secretary President

SHARES Par Value Each
$0.0001

<PAGE>

CERTIFICATE
FOR
SHARES

DRESDNER RCM STRATEGIC INCOME FUND
CLASS I
Series Common Stock of
DRESDNER RCM GLOBAL FUNDS, INC.

ISSUED TO: ____________________________

DATED: ____________________________

DATED _____________________

In presence of _________________________________________

<PAGE>

Exhibit 5(g)

INVESTMENT MANAGEMENT AGREEMENT, POWER OF ATTORNEY

AND SERVICE AGREEMENT

THIS AGREEMENT is entered into this 30th day of December, 1998 by and
between Dresdner RCM Global Funds, Inc. (the "Company"), on behalf of Dresdner
RCM Tax Managed Growth Fund, a series of the Company (the "Fund") and Dresdner
RCM Global Investors LLC (the "Investment Manager").

1. APPOINTMENT AND ACCEPTANCE OF APPOINTMENT OF THE INVESTMENT MANAGER

(a) Subject to express provisions and limitations set forth in the
Company's Articles of Incorporation, Bylaws, Form N-1A Registration Statement
under the Investment Company Act of 1940, as amended (the "1940 Act") and under
the Securities Act of 1933, as amended (the "1933 Act"), and the Fund's
prospectus as in use from time to time, as well as to the factors affecting the
Company's status as a regulated investment company under the Internal Revenue
Code of 1986, as amended, the Company hereby grants to the Investment Manager
and the Investment Manager hereby accepts full discretionary authority to manage
the investment and reinvestment of the cash, securities, and other assets of the
Fund (the "Portfolio") presently held by State Street Bank & Trust Company (the
"Custodian"), any proceeds thereof, and any additions thereto, in the Investment
Manager's discretion. In the performance of its duties hereunder, the Investment
Manager shall further be bound by any and all determinations by the Board of
Directors of the Company relating to the investment objectives policies or
restrictions of the Fund, which determinations shall be communicated in writing
to the Investment Manager. For all purposes herein, the Investment Manager shall
be deemed an independent contractor of the Company.

2. POWERS OF THE INVESTMENT MANAGER

Subject to the limitations provided in Section 1 hereof, the
Investment Manager is empowered hereby, through any of its partners, principals,
or appropriate employees, for the benefit of the Fund:

(a) to invest and reinvest in shares, stocks, bonds, notes and other
obligations of every description issued or incurred by governmental bodies,
corporations, mutual funds, trusts, associations or firms, in trade acceptances
and other commercial paper, and in loans and deposits at interest on call or on
time, whether or not secured by collateral;

1
<PAGE>

(b) to purchase and sell commodities or commodities contracts and
investments in put, call, straddle, or spread options;

(c) to enter into forward, future, or swap contracts with respect to
the purchase and sale of securities, currencies, commodities, and commodities
contracts;

(d) to lend its portfolio securities to brokers, dealers and other
financial institutions;

(e) to buy, sell, or exercise options, rights and warrants to
subscribe for stock or securities;

(f) to engage in any other types of investment transactions described
in the Fund's Prospectus and Statement of Additional Information; and

(g) to take such other action, or to direct the Custodian to take
such other action, as may be necessary or desirable to carry out the purpose and
intent of the foregoing.

3. EXECUTION OF PORTFOLIO TRANSACTIONS

(a) The Investment Manager shall provide adequate facilities and
qualified personnel for the placement of, and shall place, orders for the
purchase, or other acquisition, and sale, or other disposition, of portfolio
securities or other portfolio assets for the Fund.

(b) Unless otherwise specified in writing to the Investment Manager
by the Fund, all orders for the purchase and sale of securities for the
Portfolio shall be placed in such markets and through such brokers as in the
Investment Manager's best judgment shall offer the most favorable price and
market for the execution of each transaction; provided, however, that, subject
to the above, the Investment Manager may place orders with brokerage firms that
have sold shares of the Fund or that furnish statistical and other information
to the Investment Manager, taking into account the value and quality of the
brokerage services of such firms, including the availability and quality of such
statistical and other information. Receipt by the Investment Manager of any such
statistical and other information and services shall not be deemed to give rise
to any requirement for abatement of the advisory fee payable to the Investment
Manager pursuant to Section 5 hereof and Appendix A hereto.

(c) The Fund understands and agrees that the Investment Manager may
effect securities transactions which cause the Fund to pay an amount of
commission in excess of the amount of commission another broker would have
charged, provided, however, that the Investment Manager determines in good faith
that such amount of commission is reasonable in relation to the value of Fund
share sales, statistical, brokerage and other services provided by such broker,
viewed in terms of either the specific transaction or the Investment Manager's
overall responsibilities to the Fund and other clients for which the Investment
Manager exercises investment discretion. The Fund also understands that the
receipt and use of such services will not reduce the Investment Manager's
customary and normal research activities.

(d) The Fund understands and agrees that:
2

<PAGE>

(i) the Investment Manager performs investment management
services for various clients and that the Investment Manager may take action
with respect to any of its other clients which may differ from action taken or
from the timing or nature of action taken with respect to the Portfolio, so long
as it is the Investment Manager's policy, to the extent practical, to allocate
investment opportunities to the Portfolio over a period of time on a fair and
equitable basis relative to other clients;

(ii) the Investment Manager shall have no obligation to purchase
or sell for the Portfolios any security which the Investment Manager, or its
principals or employees, may purchase or sell for its or their own accounts or
the account of any other client, if in the opinion of the Investment Manager
such transaction or investment appears unsuitable, impractical or undesirable
for the Portfolio;

(iii) on occasions when the Investment Manager deems the
purchase or sale of a security to be in the best interests of the Fund as well
as other clients of the Investment Manager, the Investment Manager, to the
extent permitted by applicable laws and regulations, may aggregate the
securities to be so sold or purchased when the Investment Manager believes that
to do so will be in the best interests of the Fund. In such event, allocation of
the securities so purchased or sold, as well as the expenses incurred in the
transaction, shall be made by the Investment Manager in the manner the
Investment Manager considers to be the most equitable and consistent with its
fiduciary obligations to the Fund and to such other clients; and

(iv) the Investment Manager does not prohibit any of its
principals or employees from purchasing or selling for their own accounts
securities that may be recommended to or held by the Investment Manager's
clients, subject to the provisions of the Investment Manager's Code of Ethics
and that of the Company.

4. ALLOCATION OF EXPENSES OF THE COMPANY AND THE FUND

(a) The Investment Manager will bear all expenses related to salaries
of its employees and to the Investment Manager's overhead in connection with its
duties under this Agreement. The Investment Manager also will pay all fees and
salaries of the Company's directors and officers who are affiliated persons (as
such term is defined in the 1940 Act) of the Investment Manager.

(b) Except for the expenses specifically assumed by the Investment
Manager, the Fund will pay all of its expenses, including, without limitation,
fees and expenses of the directors not affiliated with the Investment Manager
attributable to the Fund; fees of the Investment Manager; fees of the Fund's
administrator, custodian and subcustodians for all services to the Fund
(including safekeeping of funds and securities and maintaining required books
and accounts); transfer agent, registrar and dividend reinvestment and
disbursing agent; interest charges; taxes; charges and expenses of the Fund's
legal counsel and independent accountants; charges and expenses of legal counsel
provided to the non-interested directors of the Company; expenses of
repurchasing shares of the Fund; expenses of printing and mailing share
certificates, stockholder reports, notices, proxy statements and reports to
governmental agencies; brokerage and other expenses connected with the
execution, recording and settlement of portfolio security transactions; expenses
connected with negotiating or effecting purchases or sales of portfolio
securities or registering privately issued portfolio securities;

<PAGE>

expenses of calculating and publishing the net asset value of the Fund's
shares; expenses of membership in investment company associations; premiums
and other costs associated with the acquisition of a mutual fund directors
and officers errors and omissions liability insurance policy; expenses of
fidelity bonding and other insurance premiums; expenses of stockholders'
meetings; and SEC and state blue sky registration fees.

(c) The expenses borne by the Fund pursuant to Section 4(b) shall
include the Fund's proportionate share of any such expenses of the Company,
which shall be allocated among the Fund and the other series of the Company on
such basis as the Company shall deem appropriate.

5. COMPENSATION OF THE INVESTMENT MANAGER

(a) In consideration of the services performed by the Investment
Manager hereunder, the Funds will pay or cause to be paid to the Investment
Manager, as they become due and payable, management fees determined in
accordance with the attached Schedule of Fees (Appendix A). In the event of
termination, any management fees paid in advance pursuant to such fee schedule
will be prorated as of the date of termination and the unearned portion thereof
will be returned to the Fund.

(b) The net asset value of the Fund's Portfolio used in fee
calculations shall be determined in the manner set forth in the Articles of
Incorporation and Bylaws of the Company and the Fund's prospectus as of the
close of regular trading on the New York Stock Exchange on each business day the
New York Stock Exchange is open.

(c) The Fund hereby authorizes the Investment Manager to charge the
Portfolio, subject to the provisions in Section 6 hereof, for the full amount of
fees as they become due and payable pursuant to the attached schedule of fees;
provided, however, that a copy of a fee statement covering said payment shall be
sent to the Custodian and to the Company.

(d) The Investment Manager may from time to time voluntarily agree to
limit the aggregate operating expenses of the Fund for one or more fiscal years
of the Company, as set forth in Appendix A hereto or in any other written
agreement with the Company. If in any such fiscal year the aggregate operating
expenses of the Fund (as defined in Appendix A or such other written agreement)
exceed the applicable percentage of the average daily net assets of the Fund for
such fiscal year, the Investment Manager shall reimburse the Fund for such
excess operating expenses. Such operating expense reimbursement, if any, shall
be estimated, reconciled and paid on a quarterly basis, or such more frequent
basis as the Investment Manager may agree in writing. Any such reimbursement of
the Fund shall be repaid to the Investment Manager by the Fund, without
interest, at such later time or times as it may be repaid without causing the
aggregating operating expenses of the Fund to exceed the applicable percentage
of the average daily net assets of the Fund for the period in which it is
repaid; provided, however, that upon termination of this Agreement, the Fund
shall have no further obligation to repay any such reimbursements.

<PAGE>

6. SERVICE TO OTHER CLIENTS

Nothing contained in this Agreement shall be construed to prohibit the
Investment Manager from performing investment advisory, management, distribution
or other services for other investment companies and other persons, trusts or
companies, or to prohibit affiliates of the Investment Manager from engaging in
such businesses or in other related or unrelated businesses.

7. STANDARD OF CARE

The Investment Manager shall have no liability to the Fund, or its
stockholders, for any error of judgment, mistake of law, loss arising out of any
investment, or other act or omission in the performance of its obligations to
the Fund not involving willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties hereunder. The federal
securities laws impose liabilities under certain circumstances on persons who
act in good faith, and therefore nothing herein shall in any way constitute a
waiver or limitation of any rights which the undersigned may have under any
federal securities laws.

8. DURATION OF AGREEMENT

This Agreement shall continue in effect until the close of business on
the second anniversary on the date hereof. This Agreement may thereafter be
renewed from year to year by mutual consent, provided that such renewal shall be
specifically approved at least annually by (i) the Board of Directors of the
Company, or by the vote of a majority (as defined in the 1940 Act) of the
outstanding voting securities of the Company, and (ii) a majority of those
directors who are not parties to this Agreement or interested persons (as
defined in the 1940 Act) of any such party cast in person at a meeting called
for the purpose of voting on such approval.

9. TERMINATION

This Agreement may be terminated at any time, without payment of any
penalty, by the Board of Directors of the Company or by the vote of a majority
(as defined in the 1940 Act) of the outstanding voting securities of the Company
on sixty (60) days' written notice to the Investment Manager, or by the
Investment Manager on like notice to the Company. This Agreement shall
automatically terminate in the event of its assignment (as defined in the 1940
Act).

10. REPORTS, BOOKS AND RECORDS

The Investment Manager shall render to the Board of Directors of the
Company such periodic and other reports as the Board may from time to time
reasonably request. In compliance with the requirements of Rule 31a-3 under the
1940 Act, the Investment Manager hereby agrees that all records which it
maintains for the Company are property of the Company. The Investment Manager
shall surrender promptly to the Company any of such records upon the Company's
request, and shall preserve for the periods prescribed by Rule 31a-2 under the
1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.

<PAGE>

11. REPRESENTATIONS AND WARRANTIES

The Investment Manager represents and warrants to the Company that the
Investment Manager is registered as an investment adviser under the Investment
Advisers Act of 1940. During the term of this Agreement, the Investment Manager
shall notify the Company of any change in the membership of the Investment
Manager's partnership within a reasonable time after such change. The Company
represents and warrants to the Investment Manager that the company is registered
as an open-end management investment company under the 1940 Act. Each party
further represents and warrants to the other that this Agreement has been duly
authorized by such party and constitutes the legal, valid and binding obligation
of such party in accordance with its terms.

12. AMENDMENT OF THIS AGREEMENT

No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate originals by their officers thereunto duly authorized as
of the date first above written.

DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
TAX MANAGED GROWTH FUND

By: /s/William L. Price By: /s/George A. Rio
---------------- --------------

ATTEST: ATTEST:

By: /s/Robert J. Goldstein By: /s/Karen Jacoppo-Wood
------------------- ------------------

<PAGE>

APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT, POWER OF ATTORNEY,
AND SERVICE AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC (the "INVESTMENT MANAGER")
AND DRESDNER RCM GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM TAX MANAGED GROWTH FUND

Effective Date: as of December 30, 1998

The Fund will pay a monthly fee to the Investment Manager based on the average
daily net assets of the Fund, at the following annual rate:

VALUE OF SECURITIES AND CASH OF FUND FEE
<S> <C>
The first $500 million 0.75% annually
Above $500 million and below $1 billion 0.70% annually
Above $1 billion 0.65% annually
</TABLE>

For the fiscal year ended December 31, 1999, the Investment Manager shall
reimburse the Fund, on behalf of its Class N and Class I shares, to the extent
that the operating expenses of each such class exceed 1.50% and 1.25%,
respectively, of its average daily net assets. For this purpose, the "operating
expenses" of the Fund's Class N and Class I shares of capital stock shall be
deemed to include all ordinary operating expenses other than interest, taxes and
extraordinary expenses.

Dated: as of December 30, 1998

DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
TAX MANAGED GROWTH FUND

By: /s/William L. Price By: /s/George A. Rio
---------------- -------------

ATTEST: ATTEST:

By: /s/Robert J. Goldstein By: /s/Karen Jacoppo-Wood
------------------- ------------------

<PAGE>

Exhibit 5(h)

INVESTMENT MANAGEMENT AGREEMENT, POWER OF ATTORNEY

AND SERVICE AGREEMENT

THIS AGREEMENT is entered into this 30th day of December, 1998 by and
between Dresdner RCM Global Funds, Inc. (the "Company"), on behalf of Dresdner
RCM Global Equity Fund, a series of the Company (the "Fund") and Dresdner RCM
Global Investors LLC (the "Investment Manager").

1. APPOINTMENT AND ACCEPTANCE OF APPOINTMENT OF THE INVESTMENT MANAGER

2. POWERS OF THE INVESTMENT MANAGER

Subject to the limitations provided in Section 1 hereof, the
Investment Manager is empowered hereby, through any of its partners, principals,
or appropriate employees, for the benefit of the Fund:

(b) to purchase and sell commodities or commodities contracts and
investments in put, call, straddle, or spread options;

(c) to enter into forward, future, or swap contracts with respect to
the purchase and sale of securities, currencies, commodities, and commodities
contracts;

(d) to lend its portfolio securities to brokers, dealers and other
financial institutions;

(e) to buy, sell, or exercise options, rights and warrants to
subscribe for stock or securities;

<PAGE>

(f) to engage in any other types of investment transactions described
in the Fund's Prospectus and Statement of Additional Information; and

(g) to take such other action, or to direct the Custodian to take
such other action, as may be necessary or desirable to carry out the purpose and
intent of the foregoing.

3. EXECUTION OF PORTFOLIO TRANSACTIONS

(d) The Fund understands and agrees that:

(ii) the Investment Manager shall have no obligation to purchase
or sell for the Portfolio any security which the Investment Manager, or its
principals or employees, may purchase or sell for its or

<PAGE>

their own accounts or the account of any other client, if in the opinion of
the Investment Manager such transaction or investment appears unsuitable,
impractical or undesirable for the Portfolio;

4. ALLOCATION OF EXPENSES OF THE COMPANY AND THE FUND

<PAGE>

5. COMPENSATION OF THE INVESTMENT MANAGER

6. SERVICE TO OTHER CLIENTS

<PAGE>

7. STANDARD OF CARE

8. DURATION OF AGREEMENT

9. TERMINATION

10. REPORTS, BOOKS AND RECORDS

11. REPRESENTATIONS AND WARRANTIES

<PAGE>

represents and warrants to the Investment Manager that the company is registered
as an open-end management investment company under the 1940 Act. Each party
further represents and warrants to the other that this Agreement has been duly
authorized by such party and constitutes the legal, valid and binding obligation
of such party in accordance with its terms.

12. AMENDMENT OF THIS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate originals by their officers thereunto duly authorized as
of the date first above written.

DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
GLOBAL EQUITY FUND

By: /s/William L. Price By: /s/George A. Rio
---------------- -------------

ATTEST: ATTEST:

By: /s/Robert J. Goldstein By: /s/Karen Jacoppo-Wood
------------------- ------------------

<PAGE>

APPENDIX A

INVESTMENT MANAGEMENT AGREEMENT, POWER OF ATTORNEY,
AND SERVICE AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC (the "INVESTMENT MANAGER")
AND DRESDNER RCM GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM GLOBAL EQUITY FUND

Effective Date: as of December 30, 1998

The Fund will pay a monthly fee to the Investment Manager based on the average
daily net assets of the Fund, at the following annual rate:

VALUE OF SECURITIES AND CASH OF FUND FEE
<S> <C>
The first $500 million 0.75% annually
Above $500 million and below $1 billion 0.70% annually
Above $1 billion 0.65% annually
</TABLE>

For the fiscal year ended December 31, 1999, the Investment Manager shall
reimburse the Fund, on behalf of its Class N and Class I shares, to the extent
that the operating expenses of each such class exceed 1.50% and 1.25%,
respectively, of its average daily net assets. For this purpose, the "operating
expenses" of the Fund's Class N and Class I shares shall be deemed to include
all ordinary operating expenses other than interest, taxes and extraordinary
expenses.

Dated: as of December 30, 1998

DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
GLOBAL EQUITY FUND

By: /s/William L. Price By: /s/George A. Rio
---------------- -------------

ATTEST: ATTEST:

By: /s/Robert J. Goldstein By: /s/Karen Jacoppo-Wood
------------------- ------------------

<PAGE>

Exhibit 5(i)

INVESTMENT MANAGEMENT AGREEMENT, POWER OF ATTORNEY

AND SERVICE AGREEMENT

THIS AGREEMENT is entered into this 30th day of December, 1998 by and
between Dresdner RCM Global Funds, Inc. (the "Company"), on behalf of Dresdner
RCM Strategic Income Fund, a series of the Company (the "Fund") and Dresdner RCM
Global Investors LLC (the "Investment Manager").

1. APPOINTMENT AND ACCEPTANCE OF APPOINTMENT OF THE INVESTMENT MANAGER

2. POWERS OF THE INVESTMENT MANAGER

Subject to the limitations provided in Section 1 hereof, the
Investment Manager is empowered hereby, through any of its partners, principals,
or appropriate employees, for the benefit of the Fund:

(b) to purchase and sell commodities or commodities contracts and
investments in put, call, straddle, or spread options;

(c) to enter into forward, future, or swap contracts with respect to
the purchase and sale of securities, currencies, commodities, and commodities
contracts;

(d) to lend its portfolio securities to brokers, dealers and other
financial institutions;

(e) to buy, sell, or exercise options, rights and warrants to
subscribe for stock or securities;

<PAGE>

(f) to engage in any other types of investment transactions described
in the Fund's Prospectus and Statement of Additional Information; and

(g) to take such other action, or to direct the Custodian to take
such other action, as may be necessary or desirable to carry out the purpose and
intent of the foregoing.

3. EXECUTION OF PORTFOLIO TRANSACTIONS

(d) The Fund understands and agrees that:

(ii) the Investment Manager shall have no obligation to purchase
or sell for the Portfolio any security which the Investment Manager, or its
principals or employees, may purchase or sell for its or

<PAGE>

their own accounts or the account of any other client, if in the opinion of
the Investment Manager such transaction or investment appears unsuitable,
impractical or undesirable for the Portfolio;

4. ALLOCATION OF EXPENSES OF THE COMPANY AND THE FUND

<PAGE>

5. COMPENSATION OF THE INVESTMENT MANAGER

(a) In consideration of the services performed by the Investment
Manager hereunder, the Fund will pay or cause to be paid to the Investment
Manager, as they become due and payable, management fees determined in
accordance with the attached Schedule of Fees (Appendix A). In the event of
termination, any management fees paid in advance pursuant to such fee schedule
will be prorated as of the date of termination and the unearned portion thereof
will be returned to the Fund.

6. SERVICE TO OTHER CLIENTS

7. STANDARD OF CARE

<PAGE>

8. DURATION OF AGREEMENT

9. TERMINATION

10. REPORTS, BOOKS AND RECORDS

11. REPRESENTATIONS AND WARRANTIES

<PAGE>

the other that this Agreement has been duly authorized by such party and
constitutes the legal, valid and binding obligation of such party in
accordance with its terms.

12. AMENDMENT OF THIS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate originals by their officers thereunto duly authorized as
of the date first above written.

DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
STRATEGIC INCOME FUND

By: /s/William L. Price By: /s/George A. Rio
---------------- -------------

ATTEST: ATTEST:

By: /s/Robert J. Goldstein By: /s/Karen Jacoppo-Wood
------------------- ------------------

<PAGE>

Effective Date: as of December 30, 1998

The Fund will pay a monthly fee to the Investment Manager based on the average
daily net assets of the Fund, at the following annual rate:

<TABLE>
<CAPTION>
VALUE OF SECURITIES AND CASH OF FUND FEE
<S> <C>
The first $500 million 0.75% annually
Above $500 million and below $1 billion 0.70% annually
Above $1 billion 0.65% annually
</TABLE>

For the fiscal year ended December 31, 1999, the Investment Manager shall
reimburse the Fund, on behalf of its Class N and Class I shares, to the extent
that the operating expenses of each such class exceed 1.50% and 1.25%,
respectively, of its average daily net assets. For this purpose, the "operating
expenses" of the Fund's Class N and Class I of shares shall be deemed to include
all ordinary operating expenses other than interest, taxes and extraordinary
expenses.

Dated: as of December 30, 1998

DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
STRATEGIC INCOME FUND

By: /s/William L. Price By: /s/George A. Rio
---------------- -------------

ATTEST: ATTEST:

By: /s/Robert J. Goldstein By: /s/KAREN Jacoppo-Wood
------------------- ------------------

<PAGE>

Exhibit 9(b)

TRANSFER AGENCY AND SERVICE AGREEMENT

between

DRESDNER RCM GLOBAL FUNDS, INC.

and

STATE STREET BANK AND TRUST COMPANY

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
1. Terms of Appointment and Duties . . . . . . . . . . . . . . . . . . . .1

2. Third Party Administrators for Defined Contribution Plans . . . . . . .3

3. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .4

4. Representations and Warranties of the Transfer Agent . . . . . . . . .5

5. Representations and Warranties of the Fund . . . . . . . . . . . . . .5

6. Wire Transfer Operating Guidelines. . . . . . . . . . . . . . . . . . .6

7. Data Access and Proprietary Information . . . . . . . . . . . . . . . .7

8. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

9. Standard of Care . . . . . . . . . . . . . . . . . . . . . . . . . . 10

10. Year 2000. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

11. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . 10

12. Covenants of the Fund and the Transfer Agent . . . . . . . . . . . . 11

13. Termination of Agreement . . . . . . . . . . . . . . . . . . . . . . 11

14. Assignment and Third Party Beneficiaries . . . . . . . . . . . . . . 12

15. Subcontractors . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

16. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

17. Additional Funds . . . . . . . . . . . . . . . . . . . . . . . . . . 14

</TABLE>

<PAGE>

TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the ______ day of ______________, 1998, by and between
DRESDNER RCM GLOBAL FUNDS, INC., a Maryland corporation, having its principal
office and place of business at 4 Embarcadero, Suite 3100, San Francisco,
California 94111 (the "Fund"), and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company having its principal office and place of business at
225 Franklin Street, Boston, Massachusetts 02110 (the "Transfer Agent").

WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets; and

WHEREAS, the Fund intends to initially offer shares in three (3) series, such
series shall be named in the attached Schedule A which may be amended by the
parties from time to time (each such series, together with all other series
subsequently established by the Fund and made subject to this Agreement in
accordance with Article 13, being herein referred to as a "Portfolio", and
collectively as the "Portfolios");

WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Transfer
Agent as its transfer agent, dividend disbursing agent, custodian of certain
retirement plans and agent in connection with certain other activities, and the
Transfer Agent desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:

1. TERMS OF APPOINTMENT AND DUTIES

1.1 TRANSFER AGENCY SERVICES. Subject to the terms and conditions set
forth in this Agreement, the Fund, on behalf of the Portfolios, hereby
employs and appoints the Transfer Agent to act as, and the Transfer
Agent agrees to act as its transfer agent for the Fund's authorized
and issued shares of its common stock, $_____ par value, ("Shares"),
dividend disbursing agent, custodian of certain retirement plans and
agent in connection with any accumulation, open-account or similar
plan provided to the shareholders of each of the respective Portfolios
of the Fund ("Shareholders") and set out in the currently effective
prospectus and statement of additional information ("prospectus") of
the Fund on behalf of the applicable Portfolio, including without
limitation any periodic investment plan or periodic withdrawal
program. In accordance with procedures established from time to time
by agreement between the Fund on behalf of each of the Portfolios, as
applicable and the Transfer Agent, the Transfer Agent agrees that it
will perform the following services:

(a) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof to
the Custodian of the Fund authorized pursuant to the Articles of
Incorporation of the Fund (the "Custodian");

(b) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder
account;

(c) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof to
the Custodian;

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(d) In respect to the transactions in items (i), (ii) and
(iii) above, the Transfer Agent shall execute transactions
directly with broker-dealers authorized by the Fund;

(e) At the appropriate time as and when it receives monies paid to it
by the Custodian with respect to any redemption, pay over or
cause to be paid over in the appropriate manner such monies as
instructed by the redeeming Shareholders;

(f) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;

(g) Prepare and transmit payments for dividends and distributions
declared by the Fund on behalf of the applicable Portfolio;

(h) Issue replacement certificates for those certificates alleged to
have been lost, stolen or destroyed upon receipt by the Transfer
Agent of indemnification satisfactory to the Transfer Agent and
protecting the Transfer Agent and the Fund, and the Transfer
Agent at its option, may issue replacement certificates in place
of mutilated stock certificates upon presentation thereof and
without such indemnity;

(i) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and

(j) Record the issuance of Shares of the Fund and maintain pursuant
to SEC Rule 17Ad-10(e) a record of the total number of Shares of
the Fund which are authorized, based upon data provided to it by
the Fund, and issued and outstanding. The Transfer Agent shall
also provide the Fund on a regular basis with the total number of
Shares which are authorized and issued and outstanding and shall
have no obligation, when recording the issuance of Shares, to
monitor the issuance of such Shares or to take cognizance of any
laws relating to the issue or sale of such Shares, which
functions shall be the sole responsibility of the Fund.

1.2 ADDITIONAL SERVICES. In addition to, and neither in lieu nor in
contravention of, the services set forth in the above paragraph, the
Transfer Agent shall perform the following services:

(a) OTHER CUSTOMARY SERVICES. Perform the customary services of a
transfer agent, dividend disbursing agent, custodian of certain
retirement plans and, as relevant, agent in connection with
accumulation, open-account or similar plan (including without
limitation any periodic investment plan or periodic withdrawal
program), including but not limited to: maintaining all
Shareholder accounts, preparing Shareholder meeting lists,
mailing Shareholder proxies, Shareholder reports and prospectuses
to current Shareholders, withholding taxes on U.S. resident and
non-resident alien accounts, preparing and filing U.S. Treasury
Department Forms 1099 and other appropriate forms required with
respect to dividends and distributions by federal authorities for
all Shareholders, preparing and mailing confirmation forms and
statements of account to Shareholders for all purchases and
redemptions of Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity statements
for Shareholders, and providing Shareholder account information.

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(b) CONTROL BOOK (ALSO KNOWN AS "SUPER SHEET"). Maintain a daily
record and produce a daily report for the Fund of all
transactions and receipts and disbursements of money and
securities and deliver a copy of such report for the Fund for
each business day to the Fund no later than 9:00 AM Eastern Time,
or such earlier time as the Fund may reasonably require, on the
next business day;

(c) "BLUE SKY" REPORTING. The Fund shall (i) identify to the Transfer
Agent in writing those transactions and assets to be treated as
exempt from blue sky reporting for each State; and (ii) verify
the establishment of transactions for each State on the system
prior to activation and thereafter monitor the daily activity for
each State. The responsibility of the Transfer Agent for the
Fund's blue sky State registration status is solely limited to
the initial establishment of transactions subject to blue sky
compliance by the Fund and providing a system which will enable
the Fund to monitor the total number of Shares sold in each
State;

(d) NATIONAL SECURITIES CLEARING CORPORATION (THE "NSCC"). (i) accept
and effectuate the registration and maintenance of accounts
through Networking and the purchase, redemption, transfer and
exchange of shares in such accounts through Fund/SERV (networking
and Fund/SERV being programs operated by the NSCC on behalf of
NSCC's participants, including the Fund), in accordance with,
instructions transmitted to and received by the Transfer Agent by
transmission from NSCC on behalf of broker-dealers and banks
which have been established by, or in accordance with the
instructions of authorized persons, as hereinafter defined on the
dealer file maintained by the Transfer Agent; (ii) issue
instructions to Fund's banks for the settlement of transactions
between the Fund and NSCC (acting on behalf of its broker-dealer
and bank participants); (iii) provide account and transaction
information from the affected Fund's records on DST Systems, Inc.
computer system TA2000 ("TA2000 System") in accordance with
NSCC's Networking and Fund/SERV rules for those broker-dealers;
and (iv) maintain Shareholder accounts on TA2000 System through
Networking.

(e) NEW PROCEDURES. New procedures as to who shall provide certain of
these services in Section 1 may be established in writing from
time to time by agreement between the Fund and the Transfer
Agent. The Transfer Agent may at times perform only a portion of
these services and the Fund or its agent may perform these
services on the Fund's behalf.

(f) ADDITIONAL TELEPHONE SUPPORT SERVICES. If the parties elect to
have the Transfer Agent provide ADDITIONAL telephone support
services under this Agreement, the parties will agree to such
services, fees and sub-contracting as stated in Schedule 1.2(f)
entitled "Telephone Support Services" attached hereto.

2. THIRD PARTY ADMINISTRATORS FOR DEFINED CONTRIBUTION PLANS

2.1 The Fund may decide to make available to certain of its customers, a
qualified plan program (the "Program") pursuant to which the customers
("Employers") may adopt certain plans of deferred compensation ("Plan
or Plans") for the benefit of the individual Plan participant (the
"Plan Participant"), such Plan(s) being qualified under Section 401(a)

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<PAGE>

of the Internal Revenue Code of 1986, as amended ("Code") and
administered by third party administrators which may be plan
administrators as defined in the Employee Retirement Income Security
Act of 1974, as amended)(the "TPA(s)").

2.2 In accordance with the procedures established in the initial
Schedule 2.1 entitled "Third Party Administrator Procedures", as may
be amended by the Transfer Agent and the Fund from time to time
("Schedule 2.1"), the Transfer Agent shall:

(a) Treat Shareholder accounts established by the Plans in the name
of the Trustees, Plans or TPAs as the case may be as omnibus
accounts;

(b) Maintain omnibus accounts on its records in the name of the TPA
or its designee as the Trustee for the benefit of the Plan: and

2.3 Transactions identified under SECTION 2 of this Agreement shall be
deemed exception services ("Exception Services") when such
transactions:

(a) Require the Transfer Agent to use methods and procedures other
than those usually employed by the Transfer Agent to perform
services under SECTION 1 of this Agreement;

(b) Involve the provision of information to the Transfer Agent after
the commencement of the nightly processing cycle of the TA2000
System; or

(c) Require more manual intervention by the Transfer Agent, either in
the entry of data or in the modification or amendment of reports
generated by the TA2000 System than is usually required by
non-retirement plan and pre-nightly transactions.

3. FEES AND EXPENSES

3.1 FEE SCHEDULE. For the performance by the Transfer Agent pursuant to
this Agreement, the Fund agrees to pay the Transfer Agent an annual
maintenance fee for each Shareholder account as set forth in the
attached fee Schedule ("Schedule 3.1"). Such fees and out-of-pocket
expenses and advances identified under SECTION 3.2 below may be
changed from time to time subject to mutual written agreement between
the Fund and the Transfer Agent.

3.2 OUT-OF-POCKET EXPENSES. In addition to the fee paid under SECTION 3.1
above, the Fund agrees to reimburse the Transfer Agent for
out-of-pocket expenses, including but not limited to confirmation
production, postage, forms, telephone, microfilm, microfiche, mailing
and tabulating proxies, records storage, or advances incurred by the
Transfer Agent for the items set out in Schedule 3.1 attached hereto.
In addition, any other expenses incurred by the Transfer Agent at the
request or with the consent of the Fund, will be reimbursed by the
Fund.

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3.3 POSTAGE. Postage for mailing of dividends, proxies, Fund reports and
other mailings to all shareholder accounts shall be advanced to the
Transfer Agent by the Fund at least seven (7) days prior to the
mailing date of such materials.

3.4 INVOICES. The Fund agrees to pay all fees and reimbursable expenses
within thirty (30) days following the receipt of the respective
billing notice, except for any fees or expenses which are subject to
good faith dispute. In the event of such a dispute, the Fund may only
withhold that portion of the fee or expense subject to the good faith
dispute. The Fund shall notify the Transfer Agent in writing within
twenty-one (21) calendar days following the receipt of each billing
notice if the Fund is disputing any amounts in good faith. If the Fund
does not provide such notice of dispute within the required time, the
billing notice will be deemed accepted by the Fund.

4. REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT

The Transfer Agent represents and warrants to the Fund that:

4.1 It is a trust company duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.

4.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.

4.3 It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement.

4.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.

4.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.

5. REPRESENTATIONS AND WARRANTIES OF THE FUND

The Fund represents and warrants to the Transfer Agent that:

5.1 it is a corporation duly organized and existing and in good standing
under the laws of the State of Maryland.

5.2 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.

5.3 All corporate proceedings required by said Articles of Incorporation
and By-Laws have been taken to authorize it to enter into and perform
this Agreement.

5.4 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended.

5.5 A registration statement under the Securities Act of 1933, as amended
is currently effective and will remain effective, and appropriate
state securities law filings have been

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<PAGE>

made and will continue to be made, with respect to all Shares of the
Fund being offered for sale.

6. WIRE TRANSFER OPERATING GUIDELINES/ARTICLES 4A OF THE UNIFORM COMMERCIAL
CODE

6.1 The Transfer Agent is authorized to promptly debit the appropriate
Fund account(s) upon the receipt of a payment order in compliance with
the selected security procedure (the "Security Procedure") chosen for
funds transfer and in the amount of money that the Transfer Agent has
been instructed to transfer. The Transfer Agent shall execute payment
orders in compliance with the Security Procedure and with the Fund
instructions on the execution date provided that such payment order is
received by the customary deadline for processing such a request,
unless the payment order specifies a later time. All payment orders
and communications received after this the customary deadline will be
deemed to have been received the next business day.

6.2 The Fund acknowledges that the Security Procedure it has designated on
the Fund Selection Form was selected by the Fund from security
procedures offered by the Transfer Agent. The Fund shall restrict
access to confidential information relating to the Security Procedure
to authorized persons as communicated to the Transfer Agent in
writing. The Fund must notify the Transfer Agent immediately if it has
reason to believe unauthorized persons may have obtained access to
such information or of any change in the Fund's authorized personnel.
The Transfer Agent shall verify the authenticity of all Fund
instructions according to the Security Procedure.

6.3 The Transfer Agent shall process all payment orders on the basis of
the account number contained in the payment order. In the event of a
discrepancy between any name indicated on the payment order and the
account number, the account number shall take precedence and govern.

6.4 The Transfer Agent reserves the right to decline to process or delay
the processing of a payment order which (a) is in excess of the
collected balance in the account to be charged at the time of the
Transfer Agent's receipt of such payment order; (b) if initiating such
payment order would cause the Transfer Agent, in the Transfer Agent's
sole judgement, to exceed any volume, aggregate dollar, network, time,
credit or similar limits which are applicable to the Transfer Agent;
or (c) if the Transfer Agent, in good faith, is unable to satisfy
itself that the transaction has been properly authorized.

6.5 The Transfer Agent shall use reasonable efforts to act on all
authorized requests to cancel or amend payment orders received in
compliance with the Security Procedure provided that such requests are
received in a timely manner affording the Transfer Agent reasonable
opportunity to act. However, the Transfer Agent assumes no liability
if the request for amendment or cancellation cannot be satisfied.

6.6 The Transfer Agent shall assume no responsibility for failure to
detect any erroneous payment order provided that the Transfer Agent
complies with the payment order instructions as received and the
Transfer Agent complies with the Security Procedure. The Security
Procedure is established for the purpose of authenticating payment
orders only and not for the detection of errors in payment orders.

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<PAGE>

6.7 The Transfer Agent shall assume no responsibility for lost interest
with respect to the refundable amount of any unauthorized payment
order, unless the Transfer Agent is notified of the unauthorized
payment order within thirty (30) days of notification by the Transfer
Agent of the acceptance of such payment order. In no event (including
failure to execute a payment order) shall the Transfer Agent be liable
for special, indirect or consequential damages, even if advised of the
possibility of such damages.

6.8 When the Fund initiates or receives Automated Clearing House credit
and debit entries pursuant to these guidelines and the rules of the
National Automated Clearing House Association and the New England
Clearing House Association, the Transfer Agent will act as an
Originating Depository Financial Institution and/or receiving
depository Financial Institution, as the case may be, with respect to
such entries. Credits given by the Transfer Agent with respect to an
ACH credit entry are provisional until the Transfer Agent receives
final settlement for such entry from the Federal Reserve Bank. If the
Transfer Agent does not receive such final settlement, the Fund agrees
that the Transfer Agent shall receive a refund of the amount credited
to the Fund in connection with such entry, and the party making
payment to the Fund via such entry shall not be deemed to have paid
the amount of the entry.

6.9 Confirmation of Transfer Agent's execution of payment orders shall
ordinarily be provided within twenty-four (24) hours notice of which
may be delivered through the Transfer Agent's proprietary information
systems, or by facsimile or call-back. Fund must report any objections
to the execution of an order within thirty (30) days.

7. DATA ACCESS AND PROPRIETARY INFORMATION

7.1 The Fund acknowledges that the databases, computer programs, screen
formats, report formats, interactive design techniques, and
documentation manuals furnished to the Fund by the Transfer Agent as
part of the Fund's ability to access certain Fund-related data
("Customer Data") maintained by the Transfer Agent on data bases under
the control and ownership of the Transfer Agent or other third party
("Data Access Services") constitute copyrighted, trade secret, or
other proprietary information (collectively, "Proprietary
Information") of substantial value to the Transfer Agent or other
third party. In no event shall Proprietary Information be deemed
Customer Data. The Fund agrees to treat all Proprietary Information as
proprietary to the Transfer Agent and further agrees that it shall not
divulge any Proprietary Information to any person or organization
except as may be provided hereunder. Without limiting the foregoing,
the Fund agrees for itself and its employees and agents to:

(a) Use such programs and databases (i) solely on the Fund's
computers, or (ii) solely from equipment at the location agreed
to between the Fund and the Transfer Agent and (iii) solely in
accordance with the Transfer Agent's applicable user
documentation;

(b) Refrain from copying or duplicating in any way (other than in the
normal course or performing processing on the Fund's
computer(s)), the Proprietary Information;

(c) Refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently
obtained, to inform in a timely

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<PAGE>

manner of such fact and dispose of such information in accordance
with the Transfer Agent's instructions;

(d) Refrain from causing or allowing information transmitted from the
Transfer Agent's computer to the Fund's terminal to be
retransmitted to any other computer terminal or other device
except as expressly permitted by the Transfer Agent (such
permission not to be unreasonably withheld);

(e) Allow the Fund to have access only to those authorized
transactions as agreed to between the Fund and the Transfer
Agent; and

(f) Honor all reasonable written requests made by the Transfer Agent
to protect at the Transfer Agent's expense the rights of the
Transfer Agent in Proprietary Information at common law, under
federal copyright law and under other federal or state law.

7.2 Proprietary Information shall not include all or any portion of any of
the foregoing items that: (i) are or become publicly available without
breach of this Agreement; (ii) are released for general disclosure by
a written release by the Transfer Agent; or (iii) are already in the
possession of the receiving party at the time or receipt without
obligation of confidentiality or breach of this Agreement.

7.3 The Fund acknowledges that its obligation to protect the Transfer
Agent's Proprietary Information is essential to the business interest
of the Transfer Agent and that the disclosure of such Proprietary
Information in breach of this Agreement would cause the Transfer Agent
immediate, substantial and irreparable harm, the value of which would
be extremely difficult to determine. Accordingly, the parties agree
that, in addition to any other remedies that may be available in law,
equity, or otherwise for the disclosure or use of the Proprietary
Information in breach of this Agreement, the Transfer Agent shall be
entitled to seek and obtain a temporary restraining order, injunctive
relief, or other equitable relief against the continuance of such
breach

7.4 If the Fund notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently
issued user documentation for such services, the Transfer Agent shall
endeavor in a timely manner to correct such failure. Organizations
from which the Transfer Agent may obtain certain data included in the
Data Access Services are solely responsible for the contents of such
data and the Fund agrees to make no claim against the Transfer Agent
arising out of the contents of such third-party data, including, but
not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL
COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION
THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER
AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED
HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.5 If the transactions available to the Fund include the ability to
originate electronic instructions to the Transfer Agent in order to:
(i) effect the transfer or movement of cash or Shares; or
(ii) transmit Shareholder information or other information, then in
such event the Transfer Agent shall be entitled to rely on the
validity and authenticity of such instruction

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<PAGE>

without undertaking any further inquiry as long as such instruction is
undertaken in conformity with security procedures established by the
Transfer Agent from time to time.

7.6 Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this SECTION 7. The obligations of this
Section shall survive any earlier termination of this Agreement.

8. INDEMNIFICATION

8.1 The Transfer Agent shall not be responsible for, and the Fund shall
indemnify and hold the Transfer Agent harmless from and against, any
and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to:

(a) All actions of the Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that
such actions are taken in good faith and without negligence or
willful misconduct;

(b) The Fund's lack of good faith, negligence or willful misconduct
which arise out of the breach of any representation or warranty
of the Fund hereunder:

(c) The reliance upon, and any subsequent use of or action taken or
omitted, by the Transfer Agent, or its agents or subcontractors
on: (i) any information, records, documents, data, stock
certificates or services, which are received by the Transfer
Agent or its agents or subcontractors by machine readable input,
facsimile, CRT data entry, electronic instructions or other
similar means authorized by the Fund, and which have been
prepared, maintained or performed by the Fund or any other person
or firm on behalf of the Fund including but not limited to any
previous transfer agent or registrar; (ii) any instructions or
requests of the Fund or any of its officers; (iii) any
instructions or opinions of legal counsel with respect to any
matter arising in connection with the services to be performed by
the Transfer Agent under this Agreement which are provided to the
Transfer Agent after consultation with such legal counsel; or
(iv) any paper or document, reasonably believed to be genuine,
authentic, or signed by the proper person or persons;

(d) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be
registered or in violation of any stop order or other
determination or ruling by any federal or any state agency with
respect to the offer or sale of such Shares;

(e) The negotiation and processing of any checks including without
limitation for deposit into the Fund's demand deposit account
maintained by the Transfer Agent; or

(f) Upon the Fund's request entering into any agreements required by
the National Securities Clearing Corporation (the "NSCC")
required by the NSCC for the transmission of Fund or Shareholder
data through the NSCC clearing systems.

8.2 In order that the indemnification provisions contained in this
SECTION 8 shall apply, upon the assertion of a claim for which the
Fund may be required to indemnify the Transfer

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<PAGE>

Agent, the Transfer Agent shall promptly notify the Fund of such
assertion, and shall keep the Fund advised with respect to all
developments concerning such claim. The Fund shall have the option to
participate with the Transfer Agent in the defense of such claim or to
defend against said claim in its own name or in the name of the
Transfer Agent. The Transfer Agent shall in no case confess any claim
or make any compromise in any case in which the Fund may be required
to indemnify the Transfer Agent except with the Fund's prior written
consent.

9. STANDARD OF CARE

9.1 The Transfer Agent shall at all times act in good faith and agrees to
use its best efforts within reasonable limits to insure the accuracy
of all services performed under this Agreement, but assumes no
responsibility and shall not be liable for loss or damage due to
errors unless said errors are caused by its negligence, bad faith, or
willful misconduct or that of its employees, except as provided in
SECTION 9.2 below.

9.2 In the case of Exception Services as defined in SECTION 2.3 herein,
the Transfer Agent shall be held to a standard of gross negligence and
encoding and payment processing errors shall not be deemed negligence.

10. YEAR 2000

The Transfer Agent will take reasonable steps to ensure that its products
(and those of its third-party suppliers) reflect the available technology
to offer products that are Year 2000 ready, including, but not limited to,
century recognition of dates, calculations that correctly compute same
century and multi century formulas and date values, and interface values
that reflect the date issues arising between now and the next one-hundred
years, and if any changes are required, the Transfer Agent will make the
changes to its products at a price to be agreed upon by the parties and in
a commercially reasonable time frame and will require third-party suppliers
to do likewise.

11. CONFIDENTIALITY

11.1 The Transfer Agent and the Fund agree that they will not, at any time
during the term of this Agreement or after its termination, reveal,
divulge, or make known to any person, firm, corporation or other
business organization, any customers' lists, trade secrets, cost
figures and projections, profit figures and projections, or any other
secret or confidential information whatsoever, whether of the Transfer
Agent or of the Fund, used or gained by the Transfer Agent or the Fund
during performance under this Agreement. The Fund and the Transfer
Agent further covenant and agree to retain all such knowledge and
information acquired during and after the term of this Agreement
respecting such lists, trade secrets, or any secret or confidential
information whatsoever in trust for the sole benefit of the Transfer
Agent or the Fund and their successors and assigns. In the event of
breach of the foregoing by either party, the remedies provided by
SECTION 7.3 shall be available to the party whose confidential
information is disclosed. The above prohibition of disclosure shall
not apply to the extent that the Transfer Agent must disclose such
data to its sub-contractor or Fund agent for purposes of providing
services under this Agreement.

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<PAGE>

11.2 In the event that any requests or demands are made for the inspection
of the Shareholder records of the Fund, other than request for records
of Shareholders pursuant to standard subpoenas from state or federal
government authorities (i.e., divorce and criminal actions), the
Transfer Agent will endeavor to notify the Fund and to secure
instructions from an authorized officer of the Fund as to such
inspection. The Transfer Agent expressly reserves the right, however,
to exhibit the Shareholder records to any person whenever it is
advised by counsel that it may be held liable for the failure to
exhibit the Shareholder records to such person or if required by law
or court order.

12. COVENANTS OF THE FUND AND THE TRANSFER AGENT

12.1 The Fund shall promptly furnish to the Transfer Agent the following:

(a) A certified copy of the resolution of the Board of Directors of
the Fund authorizing the appointment of the Transfer Agent and
the execution and delivery of this Agreement; and

(b) A copy of the Articles of Incorporation and By-Laws of the Fund
and all amendments thereto.

12.2 The Transfer Agent hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Fund for safekeeping of
stock certificates, check forms and facsimile signature imprinting
devices, if any; and for the preparation or use, and for keeping
account of, such certificates, forms and devices.

12.3 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable.
To the extent required by Section 31 of the Investment Company Act of
1940, as amended, and the Rules thereunder, the Transfer Agent agrees
that all such records prepared or maintained by the Transfer Agent
relating to the services to be performed by the Transfer Agent
hereunder are the property of the Fund and will be preserved,
maintained and made available in accordance with such Section and
Rules, and will be surrendered promptly to the Fund on and in
accordance with its request.

13. TERMINATION OF AGREEMENT

13.1 This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other.

13.2 Should the Fund exercise its right to terminate, all out-of-pocket
expenses or costs associated with the movement of records and material
will be borne by the Fund. Additionally, the Transfer Agent reserves
the right to charge for any other reasonable expenses associated with
such termination and a charge equivalent to the average of three (3)
months' fees. Payment of such expenses or costs shall be in accordance
with SECTION 3.4 of this Agreement.

13.3 Upon termination of this Agreement, each party shall return to the
other party all copies of confidential or proprietary materials or
information received from such other party

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<PAGE>

hereunder, other than materials or information required to be retained
by such party under applicable laws or regulations.

14. ASSIGNMENT AND THIRD PARTY BENEFICIARIES

14.1 Except as provided in SECTION 15.1 below and the Additional Telephone
Support Services Schedule 1.2(f) attached, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party
without the written consent of the other party. Any attempt to do so
in violation of this Section shall be void. Unless specifically stated
to the contrary in any written consent to an assignment, no assignment
will release or discharge the assignor from any duty or responsibility
under this Agreement.

14.2 Except as explicitly stated elsewhere in this Agreement, nothing under
this Agreement shall be construed to give any rights or benefits in
this Agreement to anyone other than the Transfer Agent and the Fund,
and the duties and responsibilities undertaken pursuant to this
Agreement shall be for the sole and exclusive benefit of the Transfer
Agent and the Fund. This Agreement shall inure to the benefit of and
be binding upon the parties and their respective permitted successors
and assigns.

14.3 This Agreement does not constitute an agreement for a partnership or
joint venture between the Transfer Agent and the Fund. Other than as
provided in SECTION 15.1 and Schedule 1.2(f), neither party shall make
any commitments with third parties hat are binding on the other party
without the other party's prior written consent.

15. SUBCONTRACTORS

15.1 The Transfer Agent may, without further consent on the part of the
Fund, subcontract for the performance hereof with (i) Boston Financial
Data Services, Inc., a Massachusetts corporation ("BFDS") which is
duly registered as a transfer agent pursuant to Section 17A(c)(2) of
the Securities Exchange Act of 1934, as amended, (ii) a BFDS
subsidiary duly registered as a transfer agent or (iii) a BFDS
affiliate duly registered as a transfer agent; provided, however, that
the Transfer Agent shall be fully responsible to the Fund for the acts
and omissions of BFDS or its subsidiary or affiliate as it is for its
own acts and omissions.

15.2 Nothing herein shall impose any duty upon the Transfer Agent in
connection with or make the Transfer Agent liable for the actions or
omissions to act of unaffiliated third parties such as by way of
example and not limitation, Airborne Services, Federal Express, United
Parcel Service, the U.S. Mails, the NSCC and telecommunication
companies, provided, if the Transfer Agent selected such company, the
Transfer Agent shall have exercised due care in selecting the same.

16. MISCELLANEOUS

16.1 AMENDMENT. This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a
resolution of the Board of Directors of the Fund.

Page 12
<PAGE>

16.2 MASSACHUSETTS LAW TO APPLY. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws
of The Commonwealth of Massachusetts.

16.3 FORCE MAJEURE. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
strikes, equipment or transmission failure or damage reasonably beyond
its control, or other causes reasonably beyond its control, such party
shall not be liable for damages to the other for any damages resulting
from such failure to perform or otherwise from such causes.

16.4 CONSEQUENTIAL DAMAGES. Neither party to this Agreement shall be liable
to the other party for consequential damages under any provision of
this Agreement or for any consequential damages arising out of any act
or failure to act hereunder.

16.5 SURVIVAL. All provisions regarding indemnification, warranty,
liability, and limits thereon, and confidentiality and/or protections
of proprietary rights and trade secrets shall survive the termination
of this Agreement.

16.6 SEVERABILITY. If any provision or provisions of this Agreement shall
be held invalid, unlawful, or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be
affected or impaired.

16.7 PRIORITIES CLAUSE. In the event of any conflict, discrepancy or
ambiguity between the terms and conditions contained in this Agreement
and any Schedules or attachments hereto, the terms and conditions
contained in this Agreement shall take precedence.

16.8 WAIVER. No waiver by either party or any breach or default of any of
the covenants or conditions herein contained and performed by the
other party shall be construed as a waiver of any succeeding breach of
the same or of any other covenant or condition.

16.9 MERGER OF AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with
respect to the subject matter hereof whether oral or written.

16.10 COUNTERPARTS. This Agreement may be executed by the parties
hereto on any number of counterparts, and all of said
counterparts taken together shall be deemed to constitute one and
the same instrument.

16.11 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules,
exhibits, attachments and amendments hereto may be reproduced by
any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto each
agree that any such reproduction shall be admissible in evidence
as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile
or further reproduction shall likewise be admissible in evidence.

16.12 NOTICES. All notices and other communications as required or
permitted hereunder shall be in writing and sent by first class
mail, postage prepaid, addressed as follows or to

Page 13
<PAGE>

such other address or addresses of which the respective party
shall have notified the other.

(a) If to State Street Bank and Trust Company, to:

State Street Bank and Trust Company
c/o Boston Financial Data Services, Inc.
Two Heritage Drive
Quincy, Massachusetts 02171
Attention: Legal Department

Facsimile: (617) 774-2287

(b) If to the Fund, to:

Attention:

17. Additional Funds

In the event that the Fund establishes one or more series of Shares in
addition to the attached Schedule A with respect to which it desires to
have the Transfer Agent render services as transfer agent under the terms
hereof, it shall so notify the Transfer Agent in writing, and if the
Transfer Agent agrees in writing to provide such services, such series of
Shares shall become a Portfolio hereunder.

Page 14
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.

DRESDNER RCM GLOBAL FUNDS. INC.

BY:________________________________

ATTEST:

___________________________________ STATE STREET BANK AND TRUST COMPANY

BY:________________________________

Executive Vice President

ATTEST:

___________________________________

Page 15
<PAGE>

SCHEDULE A

Large Cap Growth Fund

Global Small Cap Fund

Global Technology Fund

Global Health Care Fund

Biotechnology Fund

Emerging Markets Fund

Tax Managed Growth Fund

DRESDNER RCM GLOBAL FUNDS. INC. STATE STREET BANK AND TRUST COMPANY

BY:____________________________ BY:________________________________

Page 16
<PAGE>

SCHEDULE 1.2(f)
ADDITIONAL TELEPHONE SUPPORT FEES AND SERVICES

Dated _______________

I. SERVICES

1. Transfer Agent and Telephone Support Functions

a. Answer telephone inquiries from [XXX 8 a.m. to 8 p.m. Boston time
Monday through Friday XXX] from [XXX existing customers and prospective
customers XXX] of the Fund [XXX for sales literature XXX] in accordance
with the telephone script provided by the Fund.

b. Answer questions pertaining thereto the extent that such questions are
answerable based upon the information supplied to the Transfer Agent by the
Fund.

c. [XXX As the Fund and the Transfer Agent may agree in writing, the
Transfer Agent will receive calls and take written transaction requests
from shareholders of the Fund. Transfer Agent transactions include: [XXX
telephone redemptions, account maintenance, exchanges, transfers, confirmed
purchases, account balances and general inquiries XXX]. Some transactions
may result in research which will be done by the Fund. Other calls may be
referred directly to the Fund. Fax any referrals to [XXX name of company
XXX] on the same day the telephone call is received.XXX];

2. Incorporate new information into the above referenced script upon
written instructions from the Fund;

3. Maintain prospect detail information for six (6) months thereafter,
provide such information to the Fund in the form that the Fund may
reasonably request;

4. Send all literature orders for information from BFDS/DST [XXX [how?]
[to whom?] XXX] a minimum of [XXX one XXX] transmission per day;

5. Provide the Fund with a [XXX daily/weekly/monthly XXX] telephone
report detailing the calls received during the [XXX day/week/month XXX].

6. [XXX Provide the Fund with monthly conversion reports as selected by
the Fund from DST's standard report package. XXX]

II. SUBCONTRACTORS

1. The Transfer Agent may, without further consent on the part of the
Fund, subcontract ministerial telephone support services for the
performance hereof.

<PAGE>

III. FEES

DRESDNER RCM GLOBAL FUNDS. INC. STATE STREET BANK AND TRUST COMPANY

BY: ___________________________ BY: _______________________________

<PAGE>

SCHEDULE 2.1
THIRD PARTY ADMINISTRATOR(S) PROCEDURES

Dated _____________________

1. On each Business Day, the TPA(s) shall receive, on behalf of and as agent
of the Fund(s), Instructions (as hereinafter defined) from the Plan.
Instructions shall mean as to each Fund (i) orders by the Plan for the
purchases of Shares, and (ii) requests by the Plan for the redemption of
Shares; in each case based on the Plan's receipt of purchase orders and
redemption requests by Participants in proper form by the time required by
the term of the Plan, but not later than the time of day at which the net
asset value of a Fund is calculated, as described from time to time in that
Fund's prospectus. Each Business Day on which the TPA receives Instructions
shall be a "Trade Date".

2. The TPA(s) shall communicate the TPA(s)'s acceptance of such
Instructions, to the applicable Plan.

3. On the next succeeding Business Day following the Trade Date on which it
accepted Instructions for the purchase and redemption of Shares, (TD+1), the
TPA(s) shall notify the Transfer Agent of the net amount of such purchases or
redemptions, as the case may be, for each of the Plans. In the case of net
purchases by any Plan, the TPA(s) shall instruct the Trustees of such Plan to
transmit the aggregate purchase price for Shares by wire transfer to the
Transfer Agent on (TD+1). In the case of net redemptions by any Plan, the
TPA(s) shall instruct the Fund's custodian to transmit the aggregate
redemption proceeds for Shares by wire transfer to the Trustees of such Plan
on (TD+1). The times at which such notification and transmission shall occur
on (TD+1) shall be as mutually agreed upon by each Fund, the TPA(s), and the
Transfer Agent.

4. The TPA(s) shall maintain separate records for each Plan, which record
shall reflect Shares purchased and redeemed, including the date and price for
all transactions, and Share balances. The TPA(s) shall maintain on behalf of
each of the Plans a single master account with the Transfer Agent and such
account shall be in the name of that Plan, the TPA(s), or the nominee of
either thereof as the record owner of Shares owned by such Plan.

5. The TPA(s) shall maintain records of all proceeds of redemptions of
Shares and all other distributions not reinvested in Shares.

6. The TPA(s) shall prepare, and transmit to each of the Plans, periodic
account statements showing the total number of Shares owned by that Plan as
of the statement closing date, purchases and redemptions of Shares by the
Plan during the period covered by the statement, and the dividends and other
distributions paid to the Plan on Shares during the statement period (whether
paid in cash or reinvested in Shares).

7. The TPA(s) shall, at the request and expense of each Fund, transmit to
the Plans prospectuses, proxy materials, reports, and other information
provided by each Fund for delivery to its shareholders.

8. The TPA(s) shall, at the request of each Fund, prepare and transmit to
each Fund or any agent designated by it such periodic reports covering Shares
of each Plan as each Fund shall reasonably conclude are necessary to enable
the Fund to comply with state Blue Sky requirements.

<PAGE>

9. The TPA(s) shall transmit to the Plans confirmation of purchase orders
and redemption requests placed by the Plans; and

10. The TPA(s) shall, with respect to Shares, maintain account balance
information for the Plan(s) and daily and monthly purchase summaries
expressed in Shares and dollar amounts.

11. Plan sponsors may request, or the law may require, that prospectuses,
proxy materials, periodic reports and other materials relating to each Fund
be furnished to Participants in which event the Transfer Agent or each Fund
shall mail or cause to be mailed such materials to Participants. With respect
to any such mailing, the TPA(s) shall, at the request of the Transfer Agent
or each Fund, provide at the TPA(s)'s expense complete and accurate set of
mailing labels with the name and address of each Participant having an
interest through the Plans in Shares.

DRESDNER RCM GLOBAL FUNDS. INC. STATE STREET BANK AND TRUST COMPANY

BY: ___________________________ BY: _______________________________

<PAGE>

SCHEDULE 3.1
FEES

Dated ___________

DRESDNER RCM GLOBAL FUNDS. INC. STATE STREET BANK AND TRUST COMPANY

BY: ___________________________ BY: _______________________________

<PAGE>

Dresdner RCM
Fee Information for Services as
Plan, Transfer and Dividend Disbursing Agent

- --------------------------------------------------------------------------------
ANNUAL ACCOUNT SERVICE FEES
- --------------------------------------------------------------------------------

<TABLE>

Monthly Dividend Funds (per open account within a fund) $ 14.00/year*
Quarterly Dividend Funds (per open account within a fund) $ 13.00/year*
Semi-Annual/Annual Dividend Funds (per open account within a fund) $ 12.00/year*

Closed Account Fee (per closed account within a fund) $ 1.80/year*

Minimum Per Cusip

1st Class within a Non-Institutional Portfolio $18,000/year*
Subsequent Classes within a Non-Institutional Portfolio $15,000/year*
Institutional Classes $12,000/year*

</TABLE>

* Fees are billable on a monthly basis at the rate of 1/12 of the annual fee.
A charge is made for an account in the month that an account opens or
closes. Account service fees are the higher of: open account charges plus
closed account charges or the fund minimum.

These fees will be subject to an annual Cost of Living Adjustment based on
regional consumer price index.

- --------------------------------------------------------------------------------
ACTIVITY BASED FEES
- --------------------------------------------------------------------------------

<TABLE>

<S> <C>
New Account Set-up $ 4.00/each
Manual Transactions $ 1.50/each
Manual Non-Financial Transactions $ .75/each
Telephone Calls $ 2.00/each
Correspondence $ 3.00/each

</TABLE>

- --------------------------------------------------------------------------------
BANKING SERVICES
- --------------------------------------------------------------------------------

<TABLE>

<S> <C>
Checkwriting Drafts Presented for Payment $ 1.00/each
Checkwriting Set-up $ 5.00/each

</TABLE>

- --------------------------------------------------------------------------------
CONVERSION FEES
- --------------------------------------------------------------------------------

<TABLE>

<S> <C>
Per Class within a Portfolio $ 2,500/each

</TABLE>

- --------------------------------------------------------------------------------
FUND IMPLEMENTATION FEES
- --------------------------------------------------------------------------------

<TABLE>

<S> <C>
First Class within a Portfolio $ 1,000/each
Subsequent Classes within a Portfolio $ 500/each
Institutional Class $ 1,000/each

</TABLE>

- --------------------------------------------------------------------------------
OUT-OF-POCKET EXPENSES BILLED AS INCURRED
- --------------------------------------------------------------------------------

Out-of-Pocket expenses include but are not limited to: mailing expenses
(i.e., statements, stationery, checks, certificates, sales literature,
printing, postage, etc.), telecommunication expenses, equipment and software
expenses (client-site only), programming expenses (i.e., charges necessary to
establish consolidated statement), microfiche, freight, ACH bank charges, and
all other expenses incurred on the fund's behalf.

DRESDNER RCM GLOBAL FUNDS, INC. STATE STREET BANK AND TRUST COMPANY

By:_____________________________ By:________________________________

Title:__________________________ Title:_____________________________

Date:___________________________ Date:______________________________

<PAGE>

Exhibit 10(a)

Paul, Hastings, Janofsky & Walker LLP
555 South Flower Street
Los Angeles, California 90071
(213)683-6000

December 31, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: Dresdner RCM Global Funds, Inc.
Post-Effective Amendment No. 10
To Form N-1A Registration Statement
File Nos. 33-97572 and 811-9100

Ladies and Gentlemen:

As counsel to Dresdner RCM Global Funds, Inc. (the "Company"), we have
reviewed the Prospectuses and Statements of Additional Information, including
the supplements to the documents dated May 1, 1998, of the Company included in
Post-Effective Amendment No. 10 (the "Amendment") to the Company's Registration
Statement on Form N-1A under the Securities Act of 1933 (the "1933 Act") and the
Investment Company Act of 1940. This will confirm, pursuant to rule 485(b)(4)
under the 1933 Act, that the Amendment does not contain disclosures that would
render it ineligible to become effective pursuant to Rule 485(b) under the 1933
Act.

Very truly yours,

/s/Michael Glazer
for PAUL, HASTINGS,
JANOFSKY & WALKER LLP

<PAGE>

Exhibit 10(b)

December 31, 1998

Dresdner RCM Global Funds, Inc.
Four Embarcadero Center
San Francisco, California 94111-4189

RE: Dresdner RCM Global Funds, Inc.

Ladies and Gentlemen:

We have acted as special Maryland counsel for Dresdner RCM Global Funds,
Inc., a Maryland corporation (the "Company"), in connection with the issuance of
its Dresdner RCM Tax Managed Growth Fund Class N and Class I shares, Dresdner
RCM Global Equity Fund Class N and Class I shares, and Dresdner RCM Strategic
Income Fund Class N and Class I shares, par value $.0001 per share
(collectively, the "Shares").

As special Maryland counsel for the Company, we are familiar with its
Charter and Bylaws. We have examined the prospectus and statement of additional
information included in Post-Effective Amendment No. 10 to its Registration
Statement on Form N-1A, Securities Act File No. 33-97572 and Investment Company
Act File No. 811-9100 (the "Registration Statement"), substantially in the form
in which it is to become effective (collectively, the "Prospectus"). We have
further examined and relied upon a certificate of the Maryland State Department
of Assessments and Taxation to the effect that the Company is duly incorporated
and existing under the laws of the State of Maryland and is in good standing and
duly authorized to transact business in the State of Maryland.

We have also examined and relied upon such corporate records of the Company
and other documents and certificates with respect to factual matters as we have
deemed necessary to render the opinion expressed herein. We have assumed,
without independent verification, the genuineness of all signatures on documents
submitted to us, the authenticity of all documents submitted to us as originals,
and the conformity with originals of all documents submitted to us as copies.

Based on such examination, we are of the opinion that:

1. The Company is duly organized and validly existing as a corporation in
good standing under the laws of the State of Maryland.

2. The Shares to be offered for sale pursuant to the Prospectus are, to
the extent of the respective number of Shares of each class authorized to
be issued by the Company in its Charter, duly authorized and, when sold,
issued and paid for as contemplated by the Prospectus, will have been
validly and legally issued and will be fully paid and nonassessable.

This letter expresses our opinion with respect to the Maryland General
Corporation Law governing matters such as due organization and the
authorization and issuance of stock. It does not extend to the securities
or "blue sky" laws of Maryland, to federal securities laws or to other
laws.

We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the statement of
additional information under the caption "Counsel." We

<PAGE>

do not thereby admit that we are "experts" within the meaning of the
Securities Act of 1933 and the regulations thereunder.

Very truly yours,

/s/Venable, Baetjer, and Howard, LLP
---------------------------------

<PAGE>

Exhibit 10(c)

December 31, 1998

Dresdner RCM Global Funds, Inc.
Four Embarcadero Center
San Francisco, California 94111-4189

RE: Dresdner RCM Global Funds, Inc.
-------------------------------

Ladies and Gentlemen:

We have acted as special Maryland counsel for Dresdner RCM Global Funds,
Inc., a Maryland corporation (the "Company"), in connection with the issuance of
its Dresdner RCM Large Cap Growth Fund Class N shares, Dresdner RCM Global Small
Cap Fund Class N shares, Dresdner RCM Emerging Markets Fund Class N shares, and
Dresdner RCM Global Technology Fund Class N shares, par value $.0001 per share
(collectively, the "Shares").

As special Maryland counsel for the Company, we are familiar with its
Charter and Bylaws. We have examined the supplements to the prospectus and
statement of additional information included in Post-Effective Amendment No. 10
to its Registration Statement on Form N-1A, Securities Act File No. 33-97572 and
Investment Company Act File No. 811-9100 (the "Registration Statement"),
substantially in the form in which it is to become effective (collectively, the
"Supplements"). We have further examined and relied upon a certificate of the
Maryland State Department of Assessments and Taxation to the effect that the
Company is duly incorporated and existing under the laws of the State of
Maryland and is in good standing and duly authorized to transact business in the
State of Maryland.

Based on such examination, we are of the opinion that:

1. The Company is duly organized and validly existing as a corporation in
good standing under the laws of the State of Maryland.

2. The Shares to be offered for sale pursuant to the Supplements are, to
the extent of the respective number of Shares of each class authorized to
be issued by the Company in its Charter, duly authorized and, when sold,
issued and paid for as contemplated by the Supplements, will have been
validly and legally issued and will be fully paid and nonassessable.

This letter expresses our opinion with respect to the Maryland General
Corporation Law governing matters such as due organization and the authorization
and issuance of stock. It does not extend to the securities or "blue sky" laws
of Maryland, to federal securities laws or to other laws.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us in the statement of additional information
under the caption "Counsel." We do not

<PAGE>

thereby admit that we are "experts" within the meaning of the Securities Act
of 1933 and the regulations thereunder.

Very truly yours,

/s/Venable, Baetjer, and Howard, LLP
---------------------------------

<PAGE>

Exhibit 11

CONSENT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of Dresdner RCM Global Funds, Inc.

RE: Dresdner RCM Global Technology Fund
Dresdner RCM Global Small Cap Fund
Dresdner RCM Large Cap Growth Fund
Dresdner RCM Emerging Markets Fund
Dresdner RCM Health Care Fund
Dresdner RCM Biotechnology Fund

We hereby consent to the incorporation by reference of our report dated
February 20,1998 on our audit of the financial statements and financial
highlights of the above referenced funds, under the Securities Act of 1933, as
amended, of the Dresdner RCM Global Funds, Inc. We further consent to the
reference to our Firm under the captions "Financial Highlights" and "Independent
Accountants" in the Prospectus and Statement of Additional Information.

/s/PricewaterhouseCoopers LLP
--------------------------

Boston, Massachusetts
December 28, 1998

<PAGE>

Exhibit 15

DRESDNER RCM GLOBAL FUNDS, INC.

DISTRIBUTION AND SERVICE PLAN

INTRODUCTION

The Board of Directors (the "Board") of Dresdner RCM Global Funds, Inc., a
Maryland Corporation (the "Company"), has approved the adoption of the
Distribution and Service Plan (the "Plan") set forth below on behalf of the
Class N shares of capital stock (the "Shares") for the portfolios listed on the
attached Schedule A (each a "Fund" and, collectively, the "Funds"). This Plan
is designed to conform to the requirements of Rule 12b-1 promulgated under the
Investment Company Act of 1940, as amended (the "Act").

The Company, on behalf of the Funds, has entered into a distribution
agreement pursuant to which the Company will employ Funds Distributor, Inc. (the
"Distributor") to distribute shares of the Funds. Under this Plan, the Company,
on behalf of the Funds, intends to compensate the Distributor for expenses
incurred, and services and facilities provided, by the Distributor in
distributing Shares of the Funds and providing certain shareholder support
services, including the activities referred to below (collectively the
"Services").

THE PLAN

The material aspects of the Plan are as follows:

SECTION 1. The Funds will pay the Distributor for: (a) expenses
incurred in connection with advertising and marketing shares of the Funds
including but not limited to any advertising or marketing via radio, television,
newspapers, magazines, telemarketing or direct dial mail solicitations; (b)
for distribution assistance ("distribution services") and providing personal
services and/or maintaining shareholder accounts ("shareholder support
services"); (c) expenses incurred in preparing, printing and distributing the
Funds' prospectuses and statements of additional information (except those
used for regulatory purposes or for distribution to existing shareholders of
the Funds).

SECTION 2. While this Plan is in effect, the Distributor will be
reimbursed by each Fund, on behalf of its applicable class, for such expenses
that are incurred for the Services provided, in connection with Shares of
each Fund on a monthly basis, in an amount up to the annual rate of such
class's average daily net assets during such month as described in Schedule
A. The amounts paid for shareholder support services and distribution
services shall not exceed the amounts of the service fees and distribution
services, respectively, permitted by Rule 2830 of the NASD Conduct Rules.
These monthly payments to the Distributor will be made in accordance with and
subject to the conditions set forth below. For the purposes of determining
the amounts payable under the Plan, the value of a Fund's net assets shall be
computed in the manner specified in the Fund's prospectus and statement of
additional information as then in effect for the computation of the value of
the Fund's net assets.

The fees payable to the Distributor are designed to reimburse the
Distributor for the expenses it incurs for the services it renders in
distributing shares of the Funds. If in any year the Distributor's expenses
incurred on behalf of a Fund exceed the

1
<PAGE>

fees paid by the Fund, the Distributor will recover such excess
only if this Plan continues to be in effect with respect to the Fund in some
later year when the fees exceed the Distributor's expenses. There is no
limit on the periods during which unreimbursed expenses may be carried
forward, although the Company is not obligated to repay any unreimbursed
expenses for a Fund that may exist at such time, if any, as this Plan
terminates or is not continued with respect to the Fund. No interest,
carrying or finance charge will be imposed on any amounts carried forward.

Payment made out of or charged against the assets of a particular Fund
must be in payment for expenses incurred on behalf of such Fund and which are
described herein.

SECTION 3. Payments by the Distributor to a Service Organization
described in this Plan shall be subject to compliance by the Service
Organization with the terms of a written agreement between the Service
Organization and the Distributor. If an investor in a Fund ceases to be a
client of a Service Organization that has entered into a selling group agreement
with the Distributor, but continues to hold shares of the Fund, the Distributor
will be entitled to receive similar payments in respect of the distribution
assistance provided with respect to such investor.

SECTION 4. The Distributor shall provide the Board, at least quarterly,
with a written report of all amounts expended pursuant to this Plan. The report
shall state the purposes for which the amounts were expended.

SECTION 5. This Plan shall become effective with respect to a Fund upon
its adoption by the Board and, unless earlier terminated with respect to a Fund
in accordance with its terms, the Plan shall continue automatically with respect
to such Fund for successive annual periods provided such continuance is approved
by a majority of the Board, including a majority of the Directors who are not
"interested persons" (as defined in the Act) of the Company and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreements entered into in connection with this Plan (the "Disinterested
Directors"), pursuant to a vote cast in person at a meeting called for the
purpose of voting on the continuance of the Plan.

SECTION 6. This Plan may be amended at any time by the Board provided
that (i) any amendment to increase materially the costs which any Fund may bear
for the Services provided pursuant to this Plan shall be effective only upon
approval by a vote of a majority of the outstanding voting securities of the
respective Fund, and (ii) any material amendments of the terms of this Plan
shall become effective only upon approval by a majority of the Board and a
majority of the Disinterested Directors pursuant to a vote cast in person at
a meeting called for the purpose of voting on the Plan.

SECTION 7. This Plan is terminable, as to any Fund, without penalty at
any time by (i) vote of the majority of the Disinterested Directors, or (ii)
vote of a majority of the outstanding voting securities of the Fund.

SECTION 8. The Board has adopted this Plan as of December 14, 1998.

<PAGE>

SCHEDULE A
DATED DECEMBER 14, 1998 TO
DRESDNER RCM CAPITAL FUNDS, INC. DISTRIBUTION AND SERVICE PLAN

FUND/CLASS DISTRIBUTION FEE
- ---------- ----------------
<S> <C>
Dresdner RCM Large Cap Growth Fund
Class N 0.25%

Dresdner RCM Global Small Cap Fund
Class N 0.25%

Dresdner RCM Global Technology Fund
Class N 0.25%

Dresdner RCM Emerging Markets Fund
Class N 0.25%

Dresdner RCM Tax Managed Growth Fund
Class N 0.25%

Dresdner RCM Global Equity Fund
Class N 0.25%

Dresdner RCM Strategic Income Fund
Class N 0.25%

</TABLE>

<PAGE>

Exhibit 18

MULTIPLE CLASS OF SHARES PLAN

FOR DRESDNER RCM GLOBAL FUNDS, INC.

This Multiple Class of shares Plan (the "Plan"), shall be the written plan
contemplated by Rule 18f-3 under the Investment Company Act of 1940 (the "1940
Act") for the portfolios (each a "Fund" and collectively, the "Funds"), of
Dresdner RCM Global Funds, Inc. (the "Company") as listed on Schedule A to this
Plan.

1. CLASSES OFFERED. Each Fund offers up to two classes of its shares which
are sold without a sales charge: Class N and Class I.

2. DISTRIBUTION FEES. Distribution fees shall be calculated and paid in
accordance with the terms of the plan pursuant to Rule 12b-1 under the 1940
Act for the applicable class. Distribution fees currently authorized are as
set forth in Schedule A to this Plan.

3. EXCHANGE PRIVILEGES. Holders of Class N and Class I shares shall have
such exchange privileges as are set forth in the Funds' current prospectus.

4. CONVERSION PRIVILEGES. Shares of one Class do not convert into shares of
another Class.

5. EXPENSE ALLOCATIONS. Expenses shall be allocated under this Plan as
follows:

A. CLASS EXPENSES: The following expenses shall be allocated exclusively
to the applicable specific class of shares: (i) distribution and
shareholder service fees; (ii) transfer agent fees; and (iii) Blue Sky
state registration fees.

B. FUND EXPENSES: Expenses not allocated to specific classes as
specified above shall be charged to the Fund and allocated daily to each
class on the basis of the net asset value of that class in relation to
the net asset value of the Fund.

6. VOTING RIGHTS. Each class of shares governed by this Plan (i) shall have
exclusive voting rights on any matter submitted to shareholders that relates
solely to its arrangement; and (ii) shall have separate voting rights on any
matter submitted to shareholders in which the interests of one class differ
from the interests of any other class.

7. AMENDMENT OF PLAN. Any material amendment to this Plan shall become
effective following approval by a vote of at least a majority of the Board,
and a majority of the Board who are not "interested persons" of the Company,
which vote shall have found that this Plan as proposed to be amended,
including expense allocations, is in the best interests of each class
individually and of each Fund as a whole; or upon such other date as the
Board shall determine.

8. SEVERABILITY. If any provision of this Plan shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.

9. LIMITATION OF LIABILITY. Consistent with the limitation of shareholder
liability as set forth in the Company's Articles of Incorporation or other
organizational document, any obligations assumed by any Fund or class
thereof, and any agreements related to this Plan shall be limited in all
cases to the relevant Fund and its assets, or class and its assets, as the
case may be, and shall not constitute obligations of any other Fund or class
of shares. All persons having any claim against the Fund, or

<PAGE>

any class thereof, arising in connection with this Plan, are expressly put on
notice of such limitation of shareholder liability, and agree that any such
claim shall be limited in all cases to the relevant Fund and its assets, or
class and its assets, as the case may be, and such person shall not seek
satisfaction of any such obligation from the shareholders or any shareholder
of the Company, class or Fund; nor shall such person seek satisfaction of any
such obligation from the Board or any individual member of the Board.

The Board of Directors has adopted this Plan as of December 14, 1998.

<PAGE>

SCHEDULE A DATED DECEMBER 14, 1998 TO MULTIPLE CLASS OF SHARES PLAN FOR

DRESDNER RCM GLOBAL FUNDS, INC.

FUND/CLASS DISTRIBUTION FEE
- ---------- -------------------
(as a percentage of
average net assets)
<S> <C>
Dresdner RCM Large Cap Growth Fund

Class N 0.25%

Class I None

Dresdner RCM Global Small Cap Fund

Class N 0.25%

Class I None

Dresdner RCM Global Technology Fund

Class N 0.25%

Class I None

Dresdner RCM Emerging Markets Fund

Class N 0.25%

Class I None

Dresdner RCM Tax Managed Growth Fund

Class N 0.25%

Class I None

Dresdner RCM Global Equity Fund

Class N 0.25%

Class I None

Dresdner RCM Strategic Income Fund

Class N 0.25%

Class I None

</TABLE>

<PAGE>

Exhibit 19(b)
DRESDNER RCM GLOBAL FUNDS, INC.

POWER OF ATTORNEY

The person whose signature appears below hereby authorizes George A. Rio,
Margaret Chambers, Karen Jacoppo-Wood and Douglas Conroy, or any of them, as
attorney-in-fact, with full power and authority, in his or her discretion, to
execute, deliver, on his behalf individually, and in the capacity stated below,
any registration statement or amendment to a registration statement (including
post-effective amendments) and to file the same, with all exhibits thereto, with
the Securities and Exchange Commission and any other regulatory agency.

The Power of Attorney hereby is effective immediately and will continue until it
is revoked. By accepting or acting under the appointment, the agent assumes the
fiduciary and other legal responsibilities of an agent.

IN WITNESS WHEREOF, this Power of Attorney is executed on December 31, 1998

/s/George A. James
---------------
George A. James
Director