RCM EQUITY FUNDS INC, 485BPOS, 2000-11-01

RCM EQUITY FUNDS INC
485BPOS, 2000-11-01

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===============================================================================

File No. 333-47044

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. __
POST-EFFECTIVE AMENDMENT NO. 1
(Check appropriate box or boxes)
------------------

DRESDNER RCM GLOBAL FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
(800) 726-7240
(Area code and Telephone Number)

Four Embarcadero Center
San Francisco, California 94111
(Address of Principal Executive Offices, including Zip Code)

Anthony Ain, President
Dresdner RCM Global Funds, Inc.
Four Embarcadero Center
San Francisco, California 94111
(Name and Address of Agent for Service)

Copy to: Michael Glazer
Paul, Hastings, Janofsky & Walker LLP
555 South Flower Street
Los Angeles, California 90071
-----------------

Approximate Date of Proposed Public Offering:

As soon as practicable following effective date.
------------------

It is proposed that this filing will become effective on
November 1, 2000 pursuant to Rule 485(b).

Title of Securities Being Registered: Shares of Capital Stock.
No filing fee is required because of Registrant's reliance on Rule 24f-2.

===============================================================================

<PAGE>
[LETTERHEAD]

November 6, 2000

To the Stockholders:

A special joint meeting of stockholders of Dresdner RCM Investment Funds
Inc. and Dresdner RCM Capital Funds, Inc. will be held at the offices of
Dresdner RCM Global Investors LLC, Four Embarcadero Center, San Francisco,
California 94111, on December 18, 2000 at 10:00 a.m. PST. We hope this material
will receive your immediate attention and that, if you cannot attend in person,
you will vote your proxy promptly.

In the attached combined Proxy Statement and Prospectus, we are asking
stockholders of the sole portfolio of the Investment Company and stockholders of
the various portfolios of the Capital Company to consider and approve proposed
reorganizations of each portfolio into newly created portfolios of Dresdner RCM
Global Funds, Inc.

The Capital Company currently consists of three portfolios:

Dresdner RCM MidCap Fund
Dresdner RCM Small Cap Fund
Dresdner RCM International Growth Equity Fund

The Investment Company currently consists of one portfolio:

Dresdner RCM Europe Fund

The MidCap Fund, the Small Cap Fund, the International Fund, and the Europe
Fund are referred to below collectively as the "Existing Funds".

The Board of Directors of the Investment Company and the Board of Directors
of the Capital Company has each approved a plan of reorganization between their
respective Companies and the Global Company. Pursuant to the plans of
reorganization, four new portfolios of the Global Company were recently
established for the purpose of continuing the investment operations of the
Capital and Investment Company funds that are listed above. If stockholders
approve the plans of reorganization, the assets of the Existing Funds will be
transferred into the four newly created portfolios of the Global Company (each,
a "New Fund"). There will be no change to the Existing Funds' names nor will
there be any change to their investment objectives.

After the transfer, shares of each New Fund will be distributed to the
corresponding Existing Fund's stockholders tax-free in liquidation of their
interest in the respective Existing Fund. As a result of these transactions,
your Existing Fund shares, in effect, would be exchanged at their net asset
value on a tax-free basis for shares of the corresponding New Fund of the Global
Company. All these actions will more or less occur simultaneously and will be
transparent to you. In the case of the Europe Fund and the International Fund,
stockholders of Class I shares of each Fund will receive Class I of the
corresponding New Fund of the Global Company and consequently, stockholders of
Class N shares of the Europe Fund and International Fund will receive Class N
shares of the corresponding New Fund of the Global Company. Stockholders of the
MidCap Fund and Small Cap Fund, which currently have no share classes, will
receive Class I shares of the corresponding New Fund of the Global Company.

The end result, should stockholders approve the plans of reorganization,
would be one surviving corporate entity, the Global Company. In addition, each
of the members of the Boards of Directors of the Capital Company and the
Investment Company would become directors of the Global Company, to the extent
that they are not already directors of the Global Company. Except to the extent
described in the enclosed Proxy Statement and Prospectus, we expect that the New
Funds will operate in a manner substantially similar to the manner in which the
Existing Funds currently operate. We believe that the Global Company will
provide to its shareholders the same high level of service that shareholders of
the Existing Funds have come to expect from the Capital Company and the
Investment Company.
<PAGE>
The Boards of Directors of the Capital Company and the Investment Company
each have determined that reorganizing the Existing Funds as part of the Global
Company could in the long run reduce expenses paid by stockholders, streamline
and simplify their organization and increase the efficiency of their operations.
After careful consideration, the Boards of both Companies have unanimously
approved plans of reorganization and recommend that you read the enclosed
materials carefully and then vote FOR the proposed reorganizations. It is
important that you sign and return your proxy card because approval of the
reorganizations requires a specific number of affirmative votes. You may also
vote by telephone or through the internet by following the simple instructions
on the proxy card provided.

Thank you for your prompt attention to the enclosed Proxy Statement and
Prospectus.

Sincerely,

<TABLE>
<S> <C>
Anthony Ain Barbel Lenz
President President
Dresdner RCM Capital Dresdner RCM Investment Funds Inc.
Funds, Inc.
</TABLE>

ii
<PAGE>
DRESDNER RCM CAPITAL FUNDS, INC.

Dresdner RCM International Growth Equity Fund
Dresdner RCM Midcap Fund
Dresdner RCM Small Cap Fund
------------------------

DRESDNER RCM INVESTMENT FUNDS INC.

Dresdner RCM Europe Fund
------------------------

NOTICE OF SPECIAL MEETING
TO BE HELD ON DECEMBER 18, 2000
------------------------

A special joint meeting of stockholders of Dresdner RCM Capital Funds, Inc.
(the "Capital Company") and Dresdner RCM Investment Funds Inc. (the "Investment
Company") will be held on Monday, December 18, 2000, at 10:00 a.m. Pacific Time,
at Four Embarcadero Center, 30th Floor, San Francisco, California. The meeting
will be held for the following purposes:

1. REORGANIZATION OF CAPITAL FUNDS. For the stockholders of the various
portfolios of the Capital Company--Dresdner RCM International Growth Equity
Fund, Dresdner RCM MidCap Fund and Dresdner RCM Small Cap Fund to consider and
vote on a proposed reorganization into substantially similar newly created
portfolios of Dresdner RCM Global Funds, Inc. (the "Global Company") and the
subsequent dissolution of the Capital Company.

2. REORGANIZATION OF EUROPE FUND. For the stockholders of the only portfolio
of the Investment Company--Dresdner RCM Europe Fund -- to consider and vote on a
proposed reorganization into a substantially similar newly created portfolio of
the Global Company and the subsequent dissolution of the Investment Company.

3. OTHER BUSINESS. To consider and act upon such other business as may
properly come before the meeting or any adjournments.

The Boards of Directors of the Capital Company and the Investment Company,
respectively have unanimously approved the proposed reorganizations. Please read
the accompanying Combined Proxy Statement and Prospectus for a more complete
discussion of the proposals.

ROBERT J. GOLDSTEIN
SECRETARY

November 1, 2000

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WHO CAN VOTE?

Any person owning shares of the Capital Company or the Investment Company on
October 23, 2000.

WHY SHOULD I BOTHER TO VOTE?

Your vote is important. If the proposals do not receive enough votes, more
time will be required to mail proxies again or solicit stockholders by
telephone so the meeting can take place.

HOW CAN I VOTE?

Please take a moment now to sign and return your proxy in the enclosed
postage-paid return envelope. You may also vote telephonically by calling the
toll-free number on your proxy card, electronically by voting at our website
at www.proxyvote.com, or in person at the meeting. If we do not receive your
executed proxy after a reasonable amount of time you may receive a telephone
call from our proxy solicitor, Georgeson Shareholder Communications Inc.,
reminding you to vote your shares.

QUESTIONS?

Call toll-free at 877-518-9413.

2
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DRESDNER RCM CAPITAL FUNDS, INC.
Dresdner RCM International Growth Equity Fund
Dresdner RCM Midcap Fund
Dresdner RCM Small Cap Fund
------------------------

DRESDNER RCM INVESTMENT FUNDS INC.
Dresdner RCM Europe Fund
------------------------

COMBINED PROXY STATEMENT AND PROSPECTUS
------------------------

The Boards of Directors of Dresdner RCM Capital Funds, Inc. (the "Capital
Company") and Dresdner RCM Investment Funds Inc. (the "Investment Company") are
soliciting the enclosed proxies in connection with a special joint meeting (the
"Meeting") of their stockholders.

The portfolios of the Capital Company are Dresdner RCM International Growth
Equity Fund (the "International Fund"), Dresdner RCM MidCap Fund (the "Midcap
Fund"), and Dresdner RCM Small Cap Fund (the "Small Cap Fund"). These series are
sometimes referred to below as the "Capital Funds." The only portfolio of the
Investment Company is Dresdner RCM Europe Fund (the "Europe Fund"). The Capital
Funds and the Europe Fund are sometimes referred to below as the "Funds."

The Meeting will be held on Monday, December 18, 2000 at 10:00 a.m. Pacific
Time at Four Embarcadero Center, 30th Floor, San Francisco, California. The
meeting of the Capital Fund stockholders is being called to consider the
proposed reorganization of the various portfolios of the Capital Funds into
substantially similar, newly created portfolios (the "New Capital Funds") of
Dresdner RCM Global Funds, Inc. (the "Global Company"), and to transact such
other business as may properly come before the Meeting or any adjournments. The
meeting of the Investment Company stockholders is being called to consider the
proposed reorganization of the Europe Fund into a substantially similar, newly
created portfolio (the "New Europe Fund") of the Global Company, and to transact
such other business as may properly come before the Meeting or any adjournments.

The Capital Company, the Investment Company, and the Global Company
(collectively, the "Companies") are open-end management investment companies
(referred to generally as "mutual funds"). Their offices are at Four Embarcadero
Center, San Francisco, California 94111.

This Combined Proxy Statement and Prospectus (the "Proxy Statement") is
furnished to the stockholders of each Fund on behalf of the respective Boards of
Directors of the Capital Company and the Investment Company in connection with
the solicitation of voting instructions for use at the Meeting. This Proxy
Statement is being mailed to stockholders of the Funds on or about November 6,
2000.

The prospectuses for the New Capital Funds and the New Europe Fund (each a
"Prospectus") accompany and are incorporated into this Proxy Statement. This
Proxy Statement and the Prospectuses set forth concisely the information about
the proposed reorganization that Fund stockholders should know before voting on
the proposed reorganizations. You should retain them for future reference.

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<PAGE>
This Proxy Statement is organized as follows:

- Summary of Proxy Statement -- begins on page 5.

- Proposed Reorganizations -- begins on page 9.

- Voting and Meeting Procedures -- begins on page 18.

- General Information -- begins on page 21.

The Capital Company or the Investment Company, as the case may be, will
furnish you, at your request and without charge, a copy of the most recent
annual report or semi-annual report for any Fund. Please direct any request by
telephone to 1-800-726-7240 or by writing to the Capital Company or the
Investment Company at the address above.

Additional information about the Global Company has been filed with the
Securities and Exchange Commission (the "Commission"). You can review it at the
Public Reference Room of the Commission (for hours of operation, call
1-202-942-8090). You may retrieve text-only copies at no charge from the "EDGAR"
database on the Commission's website at http://www.sec.gov. You also may get
such copies for a fee by writing the Commission's Public Reference Section,
Washington, D.C. 20549-0102, or by e-mail to the Commission at
[email protected].

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED ON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

Dated: November 1, 2000

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<PAGE>
SUMMARY OF PROXY STATEMENT

PROPOSED REORGANIZATIONS

The Board of Directors of the Capital Company has approved a plan to
reorganize the Capital Funds into the corresponding New Capital Funds. The New
Capital Funds are sometimes referred to below as the "New International Fund,"
the "New Midcap Fund," and the "New Small Cap Fund," respectively. The Board of
Directors of the Investment Company has approved a plan to reorganize the Europe
Fund into the New Europe Fund. The New Capital Funds and the New Europe Fund are
sometimes referred to collectively below as the "New Funds."

The Boards of Directors of the Companies believe that reorganizing the Funds
as part of the Global Company should streamline and simplify their organization
and administration, increase the overall efficiency of their operations and
improve the overall marketability of some of the Funds as a result of their
inclusion in a family of related mutual funds. Revising the existing "unitary
fee" structure of the MidCap and Small Cap Fund to a more traditional fee
structure should also make it easier for shareholders to understand and compare
their fees with the fees charged by other mutual funds. To ensure that the
expenses of the New MidCap Fund and New Small Cap Fund remain at current levels,
the Investment Manager has agreed to limit their expenses to the level of the
existing Funds through June 30, 2003. Finally, the Boards of Directors believe
that the reorganizations may in the long run reduce certain expenses paid by
stockholders (such as federal securities registration fees, state "blue sky"
registration fees, transfer agent and custodian fees and expenses,
administration fees and expenses, printing costs, and legal fees), as economies
of scale may result when Fund assets are aggregated with assets of other Global
Company portfolios and such expenses are spread over a larger asset base.

The reorganizations will have no material federal income tax consequences to
you, the Existing Funds or the New Funds.

COMPARISON OF INVESTMENT OBJECTIVES, POLICIES AND RISKS

The investment objectives of each New Fund are identical to those of the
corresponding existing Fund. Except as discussed below, the investment policies
and risks of each New Fund are substantially similar to those of the
corresponding existing Fund.

To increase the efficiency of operation of the existing Funds when they are
reorganized into the corresponding New Funds and managed as additional
portfolios of the Global Company, certain of the fundamental investment
restrictions of the New Funds (which may be changed only with shareholder
approval) and the operating restrictions of the New Funds (which may be changed
by the Board of Directors of the Global Company) have been conformed with those
of the existing portfolios of the Global Company. In most instances, these
revisions will not result in a material change in operations after the
reorganizations. However, a few changes, summarized below, may be deemed to be
material:

The New Europe Fund will be restricted in its ability to loan its assets
such that it will not enter into repurchase agreements with maturities in
excess of seven days if immediately after such transaction the value of the
New Europe Fund's holdings of such repurchase agreement exceeds 10% of the
value of the New Europe Fund's total assets. This limitation does not apply
to the existing Europe Fund.

The New International Fund will be able to make short sales of securities,
although the Investment Manager does not have any current intention of doing
so.

The New Europe Fund will be restricted to investing up to 10% of its total
assets in shares of other investment companies. This limitation does not
currently apply to the existing Europe Fund.

The New Europe and New International Funds will not be restricted to using
futures contracts and related options only for hedging purposes, but will
also be able to use these instruments to enhance returns (although the
Investment Manager has no current intention of doing so). The New Europe

5
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Fund will be permitted to enter into futures contracts not only with respect
to financial indexes, but also with respect to securities and for currency
management purposes, and will be permitted to purchase and sell options on
futures contracts. In all cases, use of these instruments will be subject to
restrictions imposed on all mutual funds by the Commodity Futures Trading
Commission.

The New Europe Fund's limit of investment in debt securities will be
increased from 10% of total assets to 20% of total assets.

COMPARISON OF STRUCTURE AND OPERATION

The New Funds are newly created portfolios of the Global Company, a
registered investment company with multiple portfolios. All of the Companies are
incorporated in Maryland as open-end management investment companies, and are
subject to the provisions of the Investment Company Act of 1940 (the "1940 Act")
and to the rules and regulations of the Commission under the 1940 Act.

Each New Fund will be advised and operated in substantially the same manner
as its corresponding existing Fund. Dresdner RCM Global Investors LLC (the
"Investment Manager"), which currently manages the existing Funds, will continue
to act as investment manager to the New Funds. The other service providers to
the Funds will also be unchanged. In addition, each New Fund will be governed by
Articles of Incorporation that are substantially similar to those that currently
govern its corresponding existing Fund.

There will also be no change in distribution and purchase procedures,
exchange rights, or redemption procedures. For a description of these services,
see "Stockholder Information" in the accompanying Prospectus.

COMPARISON OF FEES AND EXPENSES

The fees and expenses of the International Fund and the Europe Fund will not
change immediately as a result of the reorganizations, although as described
above the Boards of Directors of the Companies believe that the reorganizations
could in the long run assist in reducing their expenses.

Each of the Investment Management Agreements between the Investment Manager
and the Global Company with respect to the New MidCap Fund and the New Small Cap
Fund (each a "New Management Agreement") is different than the current
investment management agreement between the Investment Manager and the Capital
Company with respect to the existing MidCap Fund and the existing Small Cap Fund
(each a "Current Management Agreement"). The Current Management Agreement
provides that the existing MidCap Fund and the Small Cap Fund will pay the
Investment Manager a monthly fee at the annual rate of 0.75% and 1.00% of their
respective average daily net assets. Each Current Management Agreement also
provides that while the existing Fund will pay its own brokerage and commission
expenses, taxes, interest on borrowings, custodial expenses and investment
management fees, the Investment Manager will pay all other ordinary operating
expenses of each Fund (e.g., legal and audit fees, securities, securities
registration expenses, and compensation of directors of the Capital Company who
are not affiliated with the Investment Manager). Each New Management Agreement
provides that the New Fund will pay all its own expenses, including all of its
ordinary operating expenses.

During the fiscal year ended December 31, 1999, the Investment Manager paid
approximately $152,000 of expenses of the existing MidCap Fund (0.015% of
average daily net assets) and approximately $153,000 of expenses of the existing
Small Cap Fund (0.036% of average net assets). To help limit the expenses of the
New MidCap Fund and New Small Cap Fund to current levels (after expense
reimbursements), the Investment Manager has agreed that through June 30, 2003,
it will pay the New Funds on a quarterly basis the amount, if any, by which the
New Funds' ordinary operating expenses for the quarter (except interest, taxes
and extraordinary expenses) exceed the following levels on an annual basis for
Class I shares--which the holders of existing Fund shares will receive in the
reorganization--and Class N

6
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shares: New MidCap Fund Class I, 0.77%, and Class N, 1.02%; New Small Cap
Fund--Class I, 1.02%, Class N, 1.27%. Each New Fund may reimburse the Investment
Manager for such payments for a period of up to five years after they are made,
to the extent that the New Fund's ordinary operating expenses are less than the
expense limit.

The following tables compare the annual operating expenses of the
International Fund, Europe Fund, Small Cap Fund and the MidCap Fund (based on
the fiscal year ended December 31, 1999) with that of each corresponding New
Fund.

<TABLE>
<CAPTION>
INTERNATIONAL FUND EUROPE FUND SMALL CAP FUND
---------------------- ---------------------- ------------------------------------
ANNUAL FUND OPERATING EXPENSES EXISTING AND NEW EXISTING AND NEW EXISTING NEW
(EXPENSES DEDUCTED FROM FUND ---------------------- ---------------------- -------- ----------------------
ASSETS) CLASS I CLASS N CLASS I CLASS N CLASS I CLASS N
------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Management fee.............. 0.75% 0.75% 1.00% 1.00% 1.00% 1.00% 1.00%
Distribution (12b-1) fee.... None 0.25% None 0.25% None None 0.25%
Other expenses.............. 0.31% 9.89% 0.44%(2) 0.44%(2) 0.02% 0.09% 0.61%
Total annual operating
expenses 1.06% 10.89% 1.44% 1.69% 1.02% 1.09% 1.86%
Less: fee waivers and expense
reimbursements............ 0.06%(1) 9.64%(1) 0.09%(3) 0.09%(3) None 0.07%(4) 0.59%(4)
Net expenses 1.00%(1) 1.25%(1) 1.35%(3) 1.60%(3) 1.02% 1.02%(4) 1.27%(4)
</TABLE>

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

(1) The Investment Manager has contractually agreed until at least December 31,
2001 to pay each quarter the amount, if any, by which the ordinary operating
expenses for the quarter (except interest, taxes and extraordinary expenses)
exceed the annualized rate of 1.00% for Class I and 1.25% for Class N. The
International Fund may reimburse the Investment Manager in the future.

(2) This percentage does not include non-recurring expenses of approximately
0.32% associated with the conversion of the Europe Fund to an open-end
investment company in May 1999.

(3) The Investment Manager has contractually agreed until at least December 31,
2002 to pay each quarter the amount, if any, by which the ordinary operating
expenses for the quarter (except interest, taxes and extraordinary expenses)
exceed the annualized rate of 1.35% for Class I and 1.60% for Class N. The
Europe Fund may reimburse the Investment Manager in the future.

(4) The Investment Manager has contractually agreed until at least June 30, 2003
to pay each quarter the amount, if any, by which the ordinary operating
expenses for the quarter (except interest, taxes and extraordinary expenses)
exceed the annualized rate of 1.02% for Class I and 1.27% for Class N. The
New Small Cap Fund may reimburse the Investment Manager in the future.

<TABLE>
<CAPTION>
MIDCAP FUND
------------------------------
EXISTING NEW
ANNUAL FUND OPERATING EXPENSES -------- -------------------
(EXPENSES DEDUCTED FROM FUND ASSETS) CLASS I CLASS N
------------------------------------ -------- --------
<S> <C> <C> <C>
Management fee.............................................. 0.75% 0.75% 0.75%
Distribution (12b-1) fee.................................... None None 0.25%
Other expenses.............................................. 0.02% 0.05% 0.48%
Total annual operating expenses............................. 0.77% 0.80% 1.48%
Less: fee waivers and expense reimbursements................ None 0.03%* 0.46%*
Net expenses................................................ 0.77% 0.77%* 1.02%*
</TABLE>

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

* The Investment Manager has contractually agreed until at least June 30, 2003
to pay each quarter the amount, if any, by which the ordinary operating
expenses for the quarter (except interest, taxes and extraordinary expenses)
exceed the annualized rate of 0.77% for Class I and 1.02% for Class N. The
New MidCap Fund may reimburse the Investment Manager in the future.

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The following example compares the cost of investing in the New Funds with
the cost of investing in the existing Funds. The example assumes that:

- you invest $10,000 for the time periods indicated;

- your investment has a 5% return each year;

- Fund operating expenses remain the same; and

- you redeem your shares at the end of the relevant period.

<TABLE>
<CAPTION>
ALTHOUGH YOUR ACTUAL COSTS MAY BE
HIGHER OR LOWER, BASED ON THESE
ASSUMPTIONS YOUR COSTS WOULD BE
AS FOLLOWS: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
INTERNATIONAL FUND
EXISTING AND NEW
Class I*.................................................. $102 $ 331 $ 579 $1,289
Class N*.................................................. $127 $2,256 $4,141 $7,964
EUROPE FUND
EXISTING AND NEW
Class I*.................................................. $137 $ 437 $ 769 $1,708
Class N*.................................................. $163 $ 515 $ 901 $1,982
MIDCAP FUND
EXISTING.................................................... $ 79 $ 246 $ 435 $ 981
NEW
Class I*.................................................. $ 79 $ 246 $ 435 $ 981
Class N*.................................................. $104 $ 325 $ 669 $1,643
SMALL CAP FUND
EXISTING.................................................... $104 $ 325 $ 579 $1,309
NEW
Class I*.................................................. $104 $ 325 $ 579 $1,309
Class N*.................................................. $129 $ 403 $ 831 $2,025
</TABLE>

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

* Assuming the Investment Manager continues to reimburse the ordinary
operating expenses which exceed the annualized rates for the Class I and
Class N shares of 1.00% and 1.25% for the New International Fund, 1.35% and
1.60% for the New Europe Fund, 0.77% and 1.02% for the New Mid Cap Fund and
1.02% and 1.27% for the New Small Cap Fund, your expenses for the periods
indicated would be as follows:

New International Fund--$102, $318, $552 and $1,225 for Class I and $127, $397,
$686 and $1,511 for Class N

New Europe Fund--$137, $428, $739 and $1,624 for Class I and $163, $505, $871
and $1,900 for Class N

New Mid Cap Fund--$79, $246, $428 and $954 for Class I and $104, $325, $563 and
$1,248 for Class N

New Small Cap Fund--$104, $325, $563 and $1,248 for Class I and $129, $403, $697
and $1,534 for Class N

8
<PAGE>
PROPOSED REORGANIZATIONS

The Board of Directors of the Capital Company has approved a plan to
reorganize the Capital Funds into the New Capital Funds, and the Board of
Directors of the Investment Company has approved a plan to reorganize the Europe
Fund into the New Europe Fund. The purpose of the reorganizations is to lower
the expenses paid by the stockholders of the Funds. To proceed, we need the
approval of the stockholders of each Fund. The following pages outline the
important details of the reorganizations in response to the following questions:

- Why do we want to reorganize the Funds?

- How will we accomplish the reorganizations?

- Are there material differences between the existing Funds and the New
Funds?

- What aspects of the existing Funds will not change as a result of the
reorganizations?

- How will the capitalization of the New Funds compare with that of the
existing Funds?

WHY DO WE WANT TO REORGANIZE THE FUNDS?

The Boards of Directors of the Capital Company and the Investment Company
each have determined that that the proposed reorganizations could in the long
run assist in reducing the expenses of the Funds (such as federal securities
registration fees, state "blue sky" registration fees, transfer agent and
custodian fees and expenses, administration fees and expenses, printing costs,
and legal fees) as a result of the economies of scale which may result when Fund
assets are aggregated with the assets of other Global Company portfolios and
spread over a larger asset base. The Boards also concluded that reorganizing the
Funds as portfolios of the Global Company with other Funds managed by the
Investment Manager should streamline and simplify the organization of the Funds
and increase the efficiency of their operations.

Accordingly, management of the Companies recommended, and the Boards of
Directors of the Capital Company and the Investment Company each approved, the
proposed reorganizations. In that connection, the Board of each Company
specifically determined, as required by the 1940 Act, that the proposed
reorganizations are in the best interests of the Funds, the New Funds and their
respective stockholders, and that the interests of the stockholders will not be
diluted as a result of the reorganizations.

HOW WILL WE ACCOMPLISH THE REORGANIZATIONS?

The Board of Directors of the Capital Company has approved an agreement of
reorganization between the Capital Company (on behalf of the existing Capital
Funds) and the Global Company (on behalf of the New Capital Funds). Similarly,
the Board of Directors of the Investment Company has approved an agreement of
reorganization between the Investment Company (on behalf of the existing Europe
Fund) and the Global Company (on behalf of the New Europe Fund). These
agreements spell out the terms and conditions of the reorganizations.

If the stockholders of each Fund approve the reorganization, the
reorganization essentially will involve the following steps, which will occur
more or less simultaneously:

- First, each existing Fund will transfer all of its assets and liabilities
to the corresponding New Fund. (In other words, the existing International
Fund will transfer its assets and liabilities to the New International
Fund; the existing MidCap Fund will transfer its assets and liabilities to
the New MidCap Fund; the existing Small Cap Fund will transfer its assets
and liabilities to the New Small Cap Fund, and the existing Europe Fund
will transfer its assets and liabilities to the New Europe Fund.)

- Second, in exchange for the assets transferred to a New Fund, the
corresponding existing Fund will receive Class I and Class N shares of the
New Fund having a total value equal to their proportionate

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<PAGE>
share of the value of the assets the existing Fund transferred to the New
Fund (net of any liabilities). The existing MidCap Fund and the existing
Small Cap Fund, which have no share classes, will receive Class I shares
of the New MidCap Fund and New Small Cap Fund, respectively.

- Third, each existing Fund will distribute the Class I and Class N shares
of the New Fund which it receives to its Class I and Class N stockholders,
respectively, and dissolve. Stockholders of the existing MidCap Fund and
existing Small Cap Fund will receive Class I shares of the New MidCap Fund
and New Small Cap Fund, respectively.

- Fourth, each New Fund will open an account for each stockholder of the
corresponding dissolving Fund, and will credit the stockholder with shares
of the New Fund having the same total value as the existing Fund shares
that he or she owned on the date of the reorganization. Share certificates
will not be issued.

The stockholders of the Funds are not entitled to any preemptive or
dissenters' rights. The Investment Manager will pay the expenses of the
reorganizations.

If the reorganizations are approved by the Funds' stockholders, they will
take place as soon as feasible. Management of the Companies believes this should
be accomplished by December 31, 2000. However, at any time before the
reorganizations the Board of Directors of any of the Companies may decide that
it is not in the best interest of their respective stockholders to go forward.

None of the proposed reorganizations of the Capital Funds will be completed
unless the shareholders of all three Capital Funds approve the reorganizations.
If the stockholders of all of the Capital Funds do not approve the
reorganizations, or the reorganizations are not completed for any other reason,
then the Capital Company will continue its current form of operation until its
Board of Directors determines what further action, if any, to recommend to the
stockholders. Likewise, if the stockholders of the Europe Fund do not approve
the reorganization, or the reorganization is not completed for any other reason,
then the Investment Company will continue its current form of operation until
its Board of Directors determines what further action, if any, to recommend to
the stockholders.

ARE THERE MATERIAL DIFFERENCES BETWEEN THE EXISTING FUNDS AND THE NEW FUNDS?

Except as indicated below, there are no material differences between the
existing Funds and the New Funds.

EXPENSES OF THE MIDCAP FUND AND SMALL CAP FUND WILL CHANGE.

As described above under "Comparison of Fees and Expenses," the expense
structures of the New MidCap Fund and New Small Cap Fund will change. However,
total New MidCap Fund and New Small Cap Fund expenses will be maintained at
current levels (after expense reimbursements) through June 30, 2003.

CERTAIN INVESTMENT RESTRICTIONS OF THE FUNDS WILL CHANGE.

To increase the efficiency of operation of the existing Funds when they are
reorganized into the corresponding New Funds and managed as additional
portfolios of the Global Company, certain of the fundamental investment
restrictions of the New Funds (which may be changed only with shareholder
approval) and certain of the operating restrictions of the New Funds (which may
be changed by the Board of Directors of the Global Company) have been conformed
with those of the existing portfolios of the Global Company.

In most instances, these revisions will not result in a material change in
the operations of the existing Funds after the reorganizations. However, a few
of the changes, described below, may be deemed to be material.

10
<PAGE>
1. MAKING LOANS (CHANGE FOR EUROPE FUND)

THE EUROPE FUND. The existing Europe Fund is not subject to any restriction
on making loans.

THE NEW EUROPE FUND. The New Europe Fund will be subject to a fundamental
investment policy which is the same as the current policy of the majority of the
existing Global Fund portfolios, which provides that a portfolio may not "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 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."

THE INVESTMENT MANAGER DOES NOT BELIEVE THAT THE NEW INVESTMENT RESTRICTION
WILL HAVE ANY MATERIAL IMPACT ON THE OPERATIONS OF THE NEW EUROPE FUND. UNDER
CERTAIN CIRCUMSTANCES THE LIMIT ON THE NEW EUROPE FUND'S ABILITY TO ENTER INTO
REPURCHASE AGREEMENTS WITH MATURITIES OF MORE THAN SEVEN DAYS, TO 10% OF THE NEW
EUROPE FUND'S TOTAL ASSETS, MAY BE MORE RESTRICTIVE THAN THE LIMIT OTHERWISE
APPLICABLE (UNDER A CURRENT OPERATING POLICY) TO ALL ILLIQUID SECURITIES OF 15%
OF THE EXISTING EUROPE FUND'S NET ASSETS.

2. SHORT SALES OF SECURITIES (CHANGE FOR INTERNATIONAL FUND)

THE INTERNATIONAL FUND. As a matter of operating policy, the existing
International Fund may not make short sales of securities.

THE NEW INTERNATIONAL FUND. The New International Fund will not be subject
to this restriction.

THE INVESTMENT MANAGER DOES NOT HAVE ANY CURRENT INTENTION OF MAKING SHORT
SALES OF SECURITIES ON BEHALF OF THER NEW INTERNATIONAL FUND. HOWEVER, BECAUSE
IT COULD HAVE THE RIGHT TO DO SO IN THE FUTURE, THE NEW INTERNATIONAL FUND COULD
BE SUBJECT TO THE RISKS ASSOCIATED WITH SUCH TRANSACTIONS.

AS A MATTER OF OPERATING POLICY, SHORT SALES BY THE NEW INTERNATIONAL 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. THE 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. FOR A DESCRIPTION OF THE RISKS ASSOCIATED WITH
SHORT SALES, SEE "SHORT SALES" IN THE "INVESTMENT OBJECTIVES AND POLICIES"
SECTION OF THE STATEMENT OF ADDITIONAL INFORMATION OF THE GLOBAL FUNDS.

3. PURCHASING SECURITIES OF OTHER INVESTMENT COMPANIES (CHANGE FOR THE EUROPE
FUND)

THE EUROPE FUND. The existing Europe Fund does not have a specific
fundamental investment policy or operating policy with respect to investment in
other investment companies.

THE NEW EUROPE FUND. The New Europe Fund will be subject to the same
restriction as the existing Global Fund portfolios, which provides that a
portfolio may not "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."

11
<PAGE>
THE INVESTMENT MANAGER DOES NOT BELIEVE THAT THE IMPOSITION OF A LIMIT OF
10% OF TOTAL ASSETS FOR THE NEW EUROPE FUND WILL AFFECT ITS ABILITY TO MANAGE
THE NEW EUROPE FUND'S PORTFOLIO. MOREOVER, THE NEW EUROPE FUND IS ALSO SUBJECT
TO THE PROVISIONS OF THE 1940 ACT, WHICH PROHIBIT SUCH INVESTMENTS FOR A NO-LOAD
FUND IF, IMMEDIATELY AFTER THE PURCHASE, THE FUND AND ITS AFFILIATED PERSONS (AS
DEFINED IN THE 1940 ACT) WOULD OWN MORE THAN 3% OF THE TOTAL OUTSTANDING STOCK
OF THE OTHER INVESTMENT COMPANY.

4. FUTURES AND OPTIONS TRANSACTIONS (CHANGES FOR EUROPE AND INTERNATIONAL
FUNDS)

THE NEW EUROPE FUND AND NEW INTERNATIONAL FUND. As a matter of fundamental
investment policy, neither the New Europe Fund nor the New International Fund
may "Purchase commodities or commodity contracts, except that a New Fund may
purchase securities of an issuer which invests or deals in commodities or
commodity contracts, and may also enter into futures or options contracts in
accordance with the applicable rules of the Commodity Futures Trading Commission
(the "CFTC")." The applicable rules of the CFTC prohibit a fund's purchase or
sale of futures contracts or related options if, immediately thereafter, the
fund's margin deposits on its existing futures positions plus the premiums it
has paid for related options would exceed 5% of the market value of the fund's
net assets.

THE EUROPE FUND. As a matter of fundamental investment policy, the existing
Europe Fund may not "Buy or sell commodities, commodity contracts or futures
contracts (other than futures contracts with respect to foreign stock or bond
indices or other financial indices that the Investment Manager determines are
appropriate to hedge the risks associated with interest rates or general
fluctuations in the value of its portfolio securities). In addition, as a matter
of operating policy, the existing Europe Fund may not purchase or sell futures
if, immediately thereafter, the sum of the amount of "margin" deposits on the
Fund's existing futures positions would exceed 5% of the value of the Fund's
total assets.

THE INTERNATIONAL FUND. As a matter of operating policy, the existing
International Fund may enter into futures contracts and related quotas only for
hedging purposes.

AS A RESULT OF THESE CHANGES, THE NEW INTERNATIONAL FUND WILL NOT BE
RESTRICTED TO USING FUTURES CONTRACTS AND RELATED OPTIONS ONLY FOR HEDGING
PURPOSES, SUBJECT TO THE RESTRICTIONS IMPOSED ON ALL MUTUAL FUNDS BY THE CFTC.

AS A RESULT OF THESE CHANGES, THE NEW EUROPE FUND WILL BE PERMITTED TO ENTER
INTO FUTURES TRANSACTIONS WITH RESPECT TO NOT ONLY FINANCIAL INDEXES, BUT ALSO
FOREIGN AND DOMESTIC SECURITIES AND CURRENCIES. IN ADDITION, THE NEW EUROPE FUND
WILL BE PERMITTED TO PURCHASE AND SELL OPTIONS ON FUTURES CONTRACTS (WITHIN THE
CFTC LIMITS REFERRED TO ABOVE).

THE INVESTMENT MANAGER BELIEVES THAT THIS ADDED FLEXIBILITY COULD BE HELPFUL
IN MANAGING THESE NEW FUNDS' PORTFOLIOS IN THE FUTURE. FOR A DESCRIPTION OF THE
RISKS ASSOCIATED WITH FUTURES CONTRACTS AND RELATED OPTIONS, SEE "FUTURES
TRANSACTIONS" IN THE "INVESTMENT OBJECTIVES AND POLICIES" SECTION OF THE
STATEMENT OF ADDITIONAL INFORMATION OF THE GLOBAL COMPANY.

5. INVESTMENT IN DEBT SECURITIES (CHANGE FOR EUROPE FUND)

THE EUROPE FUND. As a matter of operating policy, the existing Europe Fund
is restricted from investing more than 10% of its total assets in short-term
debt obligations (with maturities of one year or less) 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 government entities, and
debt obligations of corporate issuers. Such obligations must be rated, at the
time of purchase, BBB or higher by Standard & Poor's, a division of The
McGraw-Hill Companies, or Baa or higher by Moody's Investors Service, Inc., or
equivalent ratings by other rating organizations, or, if unrated, must be
determined by the Investment Manager to be of comparable investment quality.

12
<PAGE>
THE NEW EUROPE FUND. As a matter of operating policy, the New Europe Fund
will be permitted to invest up to 20% of its total assets in the same types of
debt obligations in which the existing Europe Fund is currently permitted to
invest.

AS A RESULT OF THESE CHANGES, THE NEW EUROPE FUND WILL BE PERMITTED TO
INVEST UP TO 20% OF ITS TOTAL ASSETS IN DEBT OBLIGATIONS, RATHER THAN 10%. THE
INVESTMENT MANAGER BELIEVES THIS WILL PERMIT THE NEW EUROPE FUND GREATER
FLEXIBILITY IN INVESTING CASH RESULTING FROM INVESTOR SUBSCRIPTIONS.

FOR A DESCRIPTION OF THE OTHER CHANGES TO THE INVESTMENT AND OPERATING
RESTRICTIONS OF THE FUNDS, SEE APPENDIX A.

THE NEW MIDCAP FUND AND NEW SMALL CAP FUND WILL HAVE TWO CLASSES OF SHARES.

Certain of the portfolios of the Global Company have both Class I and
Class N shares, as do the existing International Fund and Europe Fund. These
Classes are identical, except as follows: the Class I shares have a higher
minimum investment ($250,000) than the Class N shares ($5,000) and a higher
minimum for subsequent investments ($50,000 compared to $250); the Class N
shares bear an annual expense of up to 0.25% of average daily net assets, which
is paid to the Funds' distributor as reimbursement for certain expenses incurred
by the distributor in providing distribution and shareholder support services to
such shares under distribution and shareholder service plans adopted pursuant to
Rule 12b-1 under the 1940 Act; and any voluntary annual expense limitation by
the Investment Manager is 0.25% higher for the Class N shares than the Class I
shares.

In the reorganizations, the shareholders of the existing MidCap Fund and
Small Cap Fund will receive Class I shares of the New MidCap Fund and New Small
Cap Fund, respectively, which are not subject to the expenses of a Rule 12b-1
plan. Although Class I shares of the New Funds have a minimum initial investment
of $250,000 (compared with $10,000 for the existing MidCap Fund and Small Cap
Fund) and a minimum subsequent investment of $50,000 (compared with $1,000),
these higher minimum requirements will be waived for investors who are
stockholders of the existing MidCap Fund and Small Cap Fund as of the effective
date of the reorganizations. In addition, such stockholders will have the right
to exchange their shares for Class I shares of any of the other portfolios of
the Global Company. Management of the Global Company believes that the
availability of Class N shares may help increase the assets of the New MidCap
Fund and New Small Cap Fund in the future. Although Class N shares of the New
MidCap Fund will be available for sale upon the effective date of the
reorganizations, the Class N shares of the New Small Cap Fund will not be
available for sale until some future date.

THE BOARD OF DIRECTORS WILL CHANGE.

The business of the Capital Company is managed under the direction of a
six-member Board of Directors. They are identified and their backgrounds are
described in the Capital Company's Statement of Additional Information on file
with the Commission. The business of the Investment Company is managed under the
direction of a three-member Board of Directors. They are identified and their
backgrounds are described in the Investment Company's Statement of Additional
information on file with the Commission.

After the reorganizations, the New Funds will be series of the Global
Company. The responsibilities, powers, and duties of the Directors of the Global
Company are the same as those of the Directors of the Capital Company and the
Investment Company. The Board of Directors of the Global Company currently has
four members, all of whom also are directors of the Capital Company. The
stockholders of the Global Company separately are considering a proposal to
expand the composition of the Global Company's Board from four to nine members,
two additional members from the reorganization of the Capital Funds and three
additional members from the reorganization of the Europe Fund. The current and
proposed directors of the Global Company are as follows:

13
<PAGE>
The current Directors of the Global Company are as follows:

<TABLE>
<CAPTION>
POSITION WITH GLOBAL COMPANY (IF ANY),
NAME AGE PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
---------------------------- --- -----------------------------------------------------------
<S> <C> <C>
Dewitt F. Bowman 70 Chairman and Director (Since 1995). Interim Treasurer,
Regents of the University of California (since 2000);
Director, Forward Funds (since 2000) and Wilshire Target
Funds, Inc. (since 1996); Principal, Pension Investment
Consulting (since 1994); Chief Investment Officer,
California Public Employees Retirement System (from 1989 to
1994); Trustee, RREEF America REIT, Inc. (since 1994),
Brandes Institutional International Investment Trust (since
1995), Pacific Gas and Electric Nuclear Decommissioning
Trust (since 1994), and PCG Private Equity Fund (since
1998).

Pamela A. Farr 55 Director (Since 1996). Independent Management Consultant
and Partner, Best & Co. LLC (manufacturer and retailer of
children's clothing and accessories, from 1996 to 1999);
President, Banyan Homes, Inc. (real estate development and
construction, from 1991 to 1996).

George B. James 63 Director (Since 1998). Senior Vice President and Chief
Financial Officer, Levi Strauss & Co. (1985 to 1999);
Director, Pacific States Industries (since 1985), Canned
Foods Grocery Outlets (since 1990), Crown Vantage, Inc.
(since 1995), Clayton Group, Inc. (since 1997), Sharper
Image (since 1999), and Callidus Software (since 1999).

George G.C. Parker 61 Director (Since 1996). Senior Associate Dean for Academic
Affairs and Director of the MBA Program and Dean Witter
Professor of Finance, Graduate School of Business, Stanford
University (since 1973); Director, California Casualty
Group of Insurance Companies (since 1977), BB&K
Holdings, Inc. (holding company for financial services
companies, since 1980), Affinity Group International (since
1998), Tejon Ranch Company (since 1999), and iShares Inc.
(since 1999).
</TABLE>

14
<PAGE>
The following persons have been submitted to the shareholders of the Global
Company for election as additional Directors:

<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
--------------------------- -------- ------------------------------------------------------------
<S> <C> <C>
John A. Kriewall 60 Director, Dresdner RCM Capital Funds, Inc.(since 1999).
Retired Managing Director, Co-Chief Investment Officer of
the Mid Cap Team of the Investment Manager, member of Mid
Cap Team Management Committee of the Investment Manager;
Co-CIO of Small and Midcap Teams of the Investment Manager;
and Member of the Equity Management Group of the Investment
Manager (associated with the Investment Manager since 1973);
(Mr. Kriewall would be an "interested person" of the Company
(as defined in the 1940 Act) by virtue of his affiliation
with the Investment Manager.)

Kenneth E. Scott 71 Director, Dresdner RCM Capital Funds, Inc.(since 1994).
Ralph M. Parsons Professor of Law and Business, Stanford Law
School (since 1967); Director, certain registered investment
companies managed by American Century Investments (since
1972).

Robert J. Birnbaum 73 Director, Dresdner RCM Investment Funds Inc. (since 1990).
Director, Chicago Board Options Exchange (since 1998) and
Chicago Mercantile Exchange (from 1990 to 1998); Trustee,
Liberty All-Star Growth Fund, Inc. (since 1997), Colonial
Funds (from 1995 to 1999) and Liberty All-Star Equity
Fund, Inc. (since 1994).

Theodore J. Coburn 47 Director, Dresdner RCM Investment Funds Inc. (since 1991).
Partner, Brown, Coburn & Co. (a consulting firm, since
1991); Education Associate at Harvard University Graduate
School of Education (since 1996); Trustee,
Nicholas-Applegate Mutual Funds (since 1992); Director,
Nicholas-Applegate Fund, Inc. (since 1987), Measurement
Specialties, Inc. (since 1995) and Moovies, Inc. (since
1995).

Alfred W. Fiore 63 Director, Dresdner RCM Investment Funds Inc.(since 1996).
General Manager, Ross Consulting (employee benefit
consulting firm, since 1988); Executive Vice President and
Chief Financial Officer, Parlux Fragrances, Inc. (since
1987); Executive Vice President and Chief Financial Officer,
Concord Assets Group, Inc. (real estate manager, since
1986) and Director, Southeast Frozen Foods Corporation
(since 1998).
</TABLE>

The nomination and election of Messrs. Birnbaum, Coburn and Fiore is
conditioned on the closing of the Europe Fund reorganization.

The officers of the Global Company will be the same as the officers of the
Capital Company and the Investment Company.

WHAT ASPECTS OF THE FUNDS WILL NOT CHANGE AS A RESULT OF THE REORGANIZATIONS?

After the reorganizations, you will own shares of the New Fund that
corresponds to the existing Fund in which you presently hold shares.

15
<PAGE>
THE INVESTMENT OBJECTIVES OF THE NEW FUNDS ARE IDENTICAL TO THOSE OF THE
CORRESPONDING EXISTING FUNDS.

The investment objective of each existing Fund is long-term capital
appreciation, and this will also be the investment objective of each of the New
Funds. Of course, there can be no assurance that this objective will be
achieved.

THE INVESTMENT POLICIES, RESTRICTIONS AND RISKS OF THE NEW FUNDS ARE
SUBSTANTIALLY SIMILAR TO THOSE OF THE CORRESPONDING EXISTING FUNDS.

As indicated above in the discussion of the differences between the Existing
Funds and the New Funds, although the investment restrictions and policies of
the New Funds will to some extent differ from those of the corresponding
existing Funds, they are substantially similar.

Stockholders of the Capital Funds should review the current prospectuses for
the Capital Funds (dated May 1, 2000) and the "Investment Strategies, Policies
and Risks" sections of the accompanying Prospectuses of the New Capital Funds
for additional information.

Stockholders of the Europe Fund should review the current prospectus for the
Europe Fund (dated May 1, 2000) and the "Investment Strategies, Policies and
Risks" section of the accompanying Prospectus of the New Europe Fund for
additional information.

THE INVESTMENT MANAGER AND OTHER SERVICE PROVIDERS WILL STAY THE SAME.

Dresdner RCM Global Investors LLC is the investment manager of the Funds and
will continue to manage the New Funds after the reorganizations. The
International Equity Team of Dresdner RCM is primarily responsible for the
day-to-day management of the International Fund; Gary B. Sokol, CFA, and Brian
E. Dombkowski, CFA, are the primary portfolio managers of the MidCap Fund;
Matthew L. Blazei, CFA, and Timothy M. Kelly, CFA, are the primary portfolio
managers of the Small Cap Fund; Barbel Lenz and David S. Plants are primarily
responsible for the day-to-day management of the Europe Fund. All of these
individuals will continue to have the same responsibilities for the
corresponding New Funds after the reorganizations. For further information about
them, see "The Portfolio Managers" section of the accompanying Prospectuses
under "Organization and Management."

State Street Bank and Trust Company is the administrator of the Capital
Company and the Investment Company and serves as the transfer agent, redemption
agent, dividend paying agent, and custodian for the Funds; Funds
Distributor, Inc. is the distributor for the Funds; and PricewaterhouseCoopers
LLP acts as independent public accountant for the Funds. They will serve in the
same capacities for the New Funds after the reorganizations.

THE TOTAL VALUE OF YOUR FUND SHARES WILL NOT BE AFFECTED BY THE REORGANIZATIONS.

On the day of the reorganizations, you will receive New Fund shares of the
same Class having the same total value as your shares of the corresponding
existing Fund (MidCap Fund and Small Cap Fund stockholders will receive Class I
shares of the New MidCap Fund and New Small Cap Fund, respectively). The number
of New Fund shares you receive, and their per share price, also will be the same
as your shares of the corresponding Fund.

THE REORGANIZATIONS WILL HAVE NO MATERIAL FEDERAL INCOME TAX CONSEQUENCES.

We expect that the reorganizations will have no material federal income tax
consequences to you, to the existing Funds or to the New Funds. We will not
proceed with the reorganizations unless this point is confirmed by an opinion of
counsel. Following the reorganizations, the adjusted federal tax basis of your
New Fund shares will be the same as the basis of your Fund shares before the
reorganizations. We do not

16
<PAGE>
expect Fund stockholders to incur any personal state or local taxes as a result
of the reorganizations, but you should consult your own tax adviser to make
sure.

YOU WILL CONTINUE TO RECEIVE DIVIDENDS ANNUALLY.

The existing Funds typically declare and pay dividends annually in December,
and the New Funds will do the same. As is the case for the Funds, all dividends,
if any, paid by each New Fund will be reinvested in shares of that New Fund
unless you request otherwise in writing. If you have such a request on file for
an existing Fund, it will be applied to your New Fund shares.

SHARE PURCHASE AND REDEMPTION PROCEDURES WILL NOT BE AFFECTED.

The New Funds will have substantially the same purchase and redemption
procedures as the existing Funds. As is the case for the existing Funds, the
distributor for the New Funds does not charge any fees or sales charges on
reinvestments in shares of the New Funds. See the "Buying Shares" and "Selling
Shares" sections of the accompanying Prospectuses under "Stockholder
Information."

THE FUNDS' FORM OF ORGANIZATION AND GOVERNING STATE LAW WILL STAY THE SAME.

The Global Company is incorporated in Maryland. The Capital Company and
Investment Company also are incorporated in Maryland. The operations of the New
Funds, like those of the existing Funds, are subject to the provisions of the
1940 Act and to the rules and regulations of the Commission.

HOW WILL THE CAPITALIZATION OF THE NEW FUNDS COMPARE WITH THAT OF THE EXISTING
FUNDS?

The following table sets forth as of September 30, 2000: (i) the
capitalization of the existing Funds; (ii) the capitalization of the New Funds;
and (iii) the pro forma capitalization of the New Funds, as adjusted to give
effect to the reorganizations. If the reorganizations are consummated, the
capitalization of the New Funds is likely to be different at the closing date as
a result of daily share purchase and redemption activity in the Funds after
September 30, 2000.

17
<PAGE>

<TABLE>
<CAPTION>
INTERNATIONAL GROWTH EQUITY FUND MIDCAP FUND
-------------------------------------- ------------------------------------------
PRO FORMA PRO FORMA
EXISTING NEW COMBINED EXISTING NEW COMBINED
------------ -------- ------------ -------------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
Total Net Assets $325,919,251 $352,919,251 $1,418,170,253 $1,418,170,253
Class N............... $ 6,889,656 $0 $ 6,889,656 N/A $0 N/A
Class I............... $319,029,595 $0 $319,029,595 $1,418,170,253 $0 $1,418,170,253
Shares Outstanding
Class N............... 396,641 0 396,641 0 0 0
Class I............... 18,313,984 0 18,313,984 130,948,315 0 130,948,315
Net Asset Value Per
Share
Class N............... $17.37 $0 $17.37 N/A $0 N/A
Class I............... $17.42 $0 $17.42 $10.83 $0 $10.83

<CAPTION>
SMALL CAP FUND EUROPE FUND
-------------------------------------- ------------------------------------------
PRO FORMA PRO FORMA
EXISTING NEW COMBINED EXISTING NEW COMBINED
------------ -------- ------------ -------------- -------- --------------
Total Net Assets $361,587,111 $361,587,111 $ 80,691,000 $ 80,691,000
<S> <C> <C> <C> <C> <C> <C>
Class N............... N/A $0 N/A $ 79,675,069 $0 $ 79,675,069
Class I............... $361,587,111 $0 $361,587,111 $ 1,015,931 $0 $ 1,015,931
Shares Outstanding
Class N............... 0 0 0 5,037,784 0 5,037,784
Class I............... 33,021,654 0 33,021,654 66,706 $0 66,076
Net Asset Value Per
Share
Class N............... N/A $0 N/A $15.22 $0 $15.22
Class I............... $10.95 $0 $10.95 $15.23 $0 $15.23
</TABLE>

VOTING AND MEETING PROCEDURES

HOW TO VOTE

You can vote by mail, phone, internet, or in person at the Meeting.

- To vote by mail, sign and send us the enclosed Proxy voting card in the
envelope provided.

- To vote by phone, call us at the toll-free number on your proxy card.

- To vote electronically, visit our website at www.proxyvote.com.

If you vote by phone or electronically, the appropriate Company or its agent
will use reasonable procedures (such as requiring an identification number) to
verify the authenticity of the vote cast.

If you vote by Proxy, you can revoke your Proxy by notifying the Secretary
of the Capital Company or the Investment Company, as the case may be, in
writing, or by returning a Proxy with a later date. You can also revoke a Proxy
by voting in person at the Meeting. Even if you plan to attend the Meeting and
vote in person, please return the enclosed Proxy card or vote by phone or
electronically. This will help us ensure that an adequate number of shares are
present at the Meeting.

THE BOARD OF DIRECTORS OF THE CAPITAL COMPANY ON BEHALF OF THE MIDCAP FUND,
SMALL CAP FUND AND INTERNATIONAL FUND, AND THE BOARD OF DIRECTORS OF THE
INVESTMENT COMPANY ON BEHALF OF THE EUROPE FUND, RECOMMEND THAT YOU VOTE "FOR"
THE PROPOSED REORGANIZATIONS.

PROXY SOLICITATION

In addition to the solicitation of proxies by electronic means, officers and
employees of the Capital Company, the Investment Company and the Investment
Manager, without additional compensation, may

18
<PAGE>
solicit proxies in person or by telephone. The costs associated with those
solicitations and the Meeting will be paid by the Investment Manager and not by
either Company or any Fund. Georgeson Shareholder Communications Inc. will also
be retained to provide professional proxy solicitation services. The cost of
solicitation, including specified expenses, is not expected to exceed $13,000.
The Investment Manager will reimburse banks, brokerage houses and other
custodians, nominees and fiduciaries for the costs of forwarding soliciting
material to beneficial owners of shares entitled to vote at the Meeting.

QUORUM REQUIREMENTS

The presence in person or by proxy of the following percentage of the
outstanding shares of each Company entitled to vote will constitute a quorum for
the Meeting of stockholders of that Company: Capital Company--one third;
Investment Company--one third. If a quorum is not present, sufficient votes are
not received by the date of the Meeting, or the holders of shares present in
person or by proxy determine to adjourn the Meeting for any other reason, a
person named as proxy may propose one or more adjournments from time to time to
permit further solicitation of proxies. A Fund will count all shares represented
by proxies that reflect abstentions and "broker non-votes" (i.e., shares held by
brokers or nominees as to which instructions have not been received from the
beneficial owners or the persons entitled to vote, and the broker or nominee
does not have discretionary voting power on the matter) as shares that are
present and entitled to vote for purposes of determining a quorum. The persons
named as proxies will vote in favor of adjournment those shares which they
represent if adjournment is necessary to obtain a quorum or to obtain a
favorable vote on any proposal.

VOTE REQUIRED

The Capital Funds will be reorganized only if the reorganization of each
Capital Fund is approved by a majority of its outstanding shares entitled to
vote, without regard to share Class. The Europe Fund will be reorganized only if
approved by a majority of its outstanding shares entitled to vote, without
regard to share Class. Each Fund will count the total number of votes cast "for"
approval of the reorganization to determine whether sufficient affirmative votes
have been cast. Assuming the presence of a quorum, abstentions and broker
non-votes have the effect of a negative vote.

STOCKHOLDERS ENTITLED TO VOTE

Stockholders of each Fund at the close of business on October 23, 2000 will
be entitled to be present and vote at the Meeting. Stockholders are entitled to
one vote for each share held and fractional votes for fractional shares held.
Stockholders of each Fund will vote only with other stockholders of that Fund,
without regard to share Class, and separately from stockholders of any other
Fund. As of that date, each of the Funds had outstanding and entitled to vote
the following numbers of shares:

<TABLE>
<CAPTION>
FUND TOTAL SHARES OUTSTANDING
---- ------------------------
<S> <C>
International Growth Equity Fund 19,809,941

MidCap Fund 130,830,855

Small Cap Fund 33,062,671

Europe Fund 5,221,223
</TABLE>

The following tables show, to the knowledge of Company management, the
percentage of the total shares of each Fund owned at the close of business on
October 23, 2000 by the Directors and officers of the

19
<PAGE>
Capital Company or the Investment Company, as the case may be, and the
Investment Manager and by other persons owning beneficially more than 5% of the
outstanding shares of each Fund:

<TABLE>
<CAPTION>
PERCENT OF TOTAL
NUMBER OF OUTSTANDING
NAME AND ADDRESS SHARES SHARES
-------------------------------------------------- ---------- ----------------
<S> <C> <C>
INTERNATIONAL GROWTH EQUITY FUND

Citigroup Inc. Pension Plan 3,397,203 17.15%
1 Court Square 15th Floor
Long Island City, NY 11120-0001

JM Family Enterprises Inc. 1,615,782 8.16%
100 NW 12th Avenue
Deerfied Beach, FL 33442

National Financial Services Group 1,203,841 6.08%
FBO Customers
200 Liberty Street
One World Financial Center
New York, NY 10281-1003

Boston Safe Deposit and Trust Company 1,064,239 5.37%
FBO Blue Cross and Blue Shield of Massachusetts
Retirement Income Trust
Boston, MA 02110

MIDCAP FUND

Ernst & Young Master Trust 22,272,764 17.02%
c/o The Chase Manhattan Bank, N.A.
770 Broadway, 10th Floor
New York, NY 10003

American Stores Retirement Portfolio 21,703,875 16.59%
c/o Fidelity Management Trust Co.
82 Devonshire Street
Boston, MA 02109

Boeing Company Employee Retirement Plan 12,322,187 9.42%
c/o The Chase Manhattan Bank, N.A.
3 Metrotech Center
Brooklyn, NY 11245

Chevron Corp. Annuity Trust 8,730,596 6.67%
c/o Bankers Trust Company
BT Services Tennessee
648 Grassmere Park Road
Nashville, TN 37211

Tektronix, Inc. 8,081,638 6.18%
c/o Northern Trust Company
P.O. Box 3577
Terminal Annex
Los Angeles, CA 90051

Consolidated Natural Gas Company Pension Trust 6,612,324 5.05%
c/o Bankers Trust Company
BT Services Tennessee
648 Grassmere Park Road
Nashville, TN 37211
</TABLE>

20
<PAGE>

<TABLE>
<CAPTION>
PERCENT OF TOTAL
NUMBER OF OUTSTANDING
NAME AND ADDRESS SHARES SHARES
-------------------------------------------------- ---------- ----------------
<S> <C> <C>
SMALL CAP FUND

American Stores Retirement Portfolio 11,634,333 35.19%
c/o Fidelity Management Trust Co.
82 Devonshire Street
Boston, MA 02109

Chevron Corp. Annuity Trust 2,357,196 7.13%
c/o Bankers Trust Company
BT Services Tennessee
648 Grassmere Park Road
Nashville, TN 37211

Richard and Rhoda Goldman Fund 2,077,408 6.28%
1 Lombard Street Suite 303
San Francisco, CA 94111-1130

Hughes Aircraft 2,008,452 6.07%
P.O. Box 2458
Culver City, CA 90231-2458

EUROPE FUND

Charles Schwab & Co., Inc. 1,080,293 21.90%
FBO Customers
101 Montgomery Street
San Francisco, CA 94104

National Financial Services Corp. 489,574 9.38%
FBO Customers
200 Liberty Street
One World Financial Center
New York, NY 10281-1003

Marshicove & Co. 290,930 5.57%
P.O. Box 5756
Boston, MA 02206-0001

Smith Barney 287,938 5.51%
388 Greenwich Street
New York, NY 10013-2339

National Investors Service Corp. 285,633 5.47%
FBO Customers
55 Water Street
New York, NY 10041-0098
</TABLE>

The Directors and Officers of the Companies as a group owned less than 1% of
each Fund's outstanding shares as of October 23, 2000.

GENERAL INFORMATION

The persons named in the accompanying Proxy will vote in each case as
directed in the Proxy, but in the absence of any direction, they intend to vote
FOR the proposed reorganizations and may vote in their discretion with respect
to other matters that may be presented to the Meeting.

21
<PAGE>
OTHER MATTERS TO COME BEFORE THE MEETINGS

Management of the Capital Company and the Investment Company does not know
of any matters to be presented at the Meeting other than those described in this
Proxy Statement. If other business should properly come before the Meeting, the
Proxy holders will vote on them in accordance with their best judgment.

STOCKHOLDER PROPOSALS

The Meeting is a special joint meeting of stockholders of each Company.
Neither the Capital Company nor the Investment Company is required, nor does it
intend, to hold regular annual meetings of its stockholders. If such a meeting
is called, any stockholder who wishes to submit a proposal for consideration at
the meeting should submit the proposal promptly to the appropriate Company. Any
proposal to be considered for submission to stockholders must comply with
applicable federal and state laws.

NAMES AND ADDRESSES

Dresdner RCM Global Investors LLC, Four Embarcadero Center, San Francisco,
California 94111, is the Funds' investment manager. State Street Bank and Trust
Company, 1776 Heritage Drive, North Quincy, Massachusetts 02109, is the
administrator of the Capital Company and the Investment Company. State Street
also serves as transfer agent, redemption agent, dividend paying agent, and
custodian for the Funds. Funds Distributor, Inc., 60 State Street, Suite 1300,
Boston, Massachusetts 02109, is the distributor for each Fund.
PricewaterhouseCoopers LLP, 160 Federal Street, Boston, Massachusetts 02110,
acts as independent public accountant for the Funds.

PLEASE SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY TO ASSURE A QUORUM AT THE
MEETINGS.

ROBERT J. GOLDSTEIN, SECRETARY

San Francisco, California
November 1, 2000

22
<PAGE>
APPENDIX A
OTHER DIFFERENCES IN INVESTMENT RESTRICTIONS

This Appendix describes certain differences between the investment
restrictions applicable to the existing Funds, and the restrictions that will
apply to the corresponding New Funds. See page 10 of the text for a description
of the other differences.

1. INVESTMENT IN SECURITIES OF ANY ONE ISSUER (CHANGE FOR EUROPE FUND)

THE EUROPE FUND: As a matter of fundamental investment policy, the existing
Europe Fund may not: "Purchase any security (other than obligations of the
Federal Republic of Germany, the German Federal Railways and the German Federal
Post Office, which in the aggregate shall not represent more than 25% or more of
the Fund's total assets, or obligations of the U.S. Government, its agencies or
instrumentalities) if as a result more than 10% of the Fund's total assets would
then be invested in securities of any single issuer."

THE NEW EUROPE FUND: The New Europe Fund will not be restricted, as a matter
of the Fund's fundamental or operating policies, from investing any portion of
its assets in the securities of any one issuer. However, it will comply with the
requirements of Subchapter M of the Internal Revenue Code of 1986, as amended,
which provides among other things that, at the end of each fiscal quarter of a
fund, (a) at least 50% of the value of its total assets must be represented by
cash and cash items (including receivables), U.S. Government securities,
securities of other regulated investment companies, and other securities limited
(in respect of any one issuer) to no more than 5% of the fund's total assets and
10% of the outstanding voting securities of the issuer; and (b) no more than 25%
of the value of the fund's total assets may be 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.

AS A RESULT OF THESE CHANGES, THE NEW EUROPE FUND WILL BE PERMITTED TO
INVEST A GREATER PROPORTION OF ITS TOTAL ASSETS - UP TO 25% - IN THE SECURITIES
OF ANY ONE ISSUER. IN ADDITION, AS A RESULT OF THESE CHANGES, THE NEW EUROPE
FUND WILL BE PERMITTED TO INVEST MORE THAN 25% OF ITS TOTAL ASSETS IN THE
AGGREGATE IN OBLIGATIONS OF THE FEDERAL REPUBLIC OF GERMANY, THE GERMAN FEDERAL
RAILWAYS AND THE GERMAN FEDERAL POST OFFICE. THE INVESTMENT MANAGER HAS NO
CURRENT INTENTION OF INVESTING MORE THAN 5% OF THE ASSETS OF THE NEW EUROPE FUND
IN THE SECURITIES OF ANY ONE ISSUER. HOWEVER, BECAUSE IT WILL HAVE THE RIGHT TO
DO SO IN THE FUTURE, THE NEW EUROPE FUND COULD BE MORE SUBJECT TO THE RISKS OF
ADVERSE MARKET OR OTHER DEVELOPMENTS RELATED TO A SINGLE ISSUER THAN THE
CORRESPONDING EXISTING FUND.

2. INVESTMENT IN SECURITIES OF ISSUERS IN ANY ONE INDUSTRY (CHANGE FOR EUROPE
FUND)

THE EUROPE FUND: As a matter of fundamental investment policy, the existing
Europe Fund may not "invest 25% or more of the value of its total assets in a
particular industry. This restriction does not apply to securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities, but will
apply to foreign government obligations until such time as the Securities and
Exchange Commission permits their exclusion."

THE NEW EUROPE FUND. As a matter of fundamental policy, the New Europe Fund
may not "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)."

ALTHOUGH THE NEW RESTRICTION IS WORDED DIFFERENTLY THAN THE INVESTMENT
RESTRICTION THAT CURRENTLY APPLIES TO THE EUROPE FUND, IT IS NOT SUBSTANTIVELY
DIFFERENT.

3. EXERCISING CONTROL OR MANAGEMENT OF ISSUERS (CHANGE FOR EUROPE FUND)

THE EUROPE FUND. The Europe Fund is not restricted from investing in
companies for the purpose of exercising control or management.

23
<PAGE>
THE NEW EUROPE FUND: As a matter of fundamental investment policy, the New
Europe Fund will be prohibited from investing in companies for the purpose of
exercising control or management.

THE INVESTMENT MANAGER HAS NEVER INTENDED THAT THE EUROPE FUND WOULD INVEST
IN COMPANIES FOR THE PURPOSE OF EXERCISING CONTROL OR MANAGEMENT. THE ADDITION
OF THIS RESTRICTION TO THE NEW EUROPE FUND WILL MERELY CONFORM THE RESTRICTIONS
OF THE NEW EUROPE FUND TO THE EXISTING PORTFOLIOS OF THE GLOBAL COMPANY.

4. PURCHASE OF REAL ESTATE (CHANGE FOR EUROPE FUND)

THE EUROPE FUND. As a matter of fundamental investment policy, the existing
Europe Fund may not "purchase or sell real estate or real estate mortgage loans,
except that the Fund may purchase and sell securities of companies that deal in
real estate or interests therein."

THE NEW EUROPE FUND. As a matter of fundamental investment policy, the New
Europe Fund may not "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."

ALTHOUGH THE NEW RESTRICTION IS WORDED DIFFERENTLY THAN THE INVESTMENT
RESTRICTION THAT CURRENTLY APPLIES TO THE EUROPE FUND, IT IS NOT SUBSTANTIVELY
DIFFERENT.

5. ISSUANCE OF SENIOR SECURITIES (CHANGE FOR EUROPE FUND)

THE EUROPE FUND: The existing Europe Fund does not have a specific
fundamental investment policy with respect to the issuance of senior securities.
However, it is subject to the provisions of the 1940 Act which restrict its
ability to issue senior securities.

THE NEW EUROPE FUND: As a matter of fundamental investment policy, the New
Europe Fund, like the other Global Company portfolios, may not "issue senior
securities, except that the Fund may borrow money. This restriction shall not
prohibit the Fund from engaging in short sales, options, futures and foreign
currency transactions.

THE INVESTMENT MANAGER DOES NOT BELIEVE THAT THE INCLUSION OF THIS
RESTRICTION AS A FUNDAMENTAL INVESTMENT POLICY FOR THE NEW EUROPE FUND WILL HAVE
ANY SIGNIFICANT IMPACT ON THE OPERATIONS OF THE NEW EUROPE FUND.

6. PURCHASING SECURITIES ON MARGIN (CHANGE FOR EUROPE FUND)

THE EUROPE FUND. As a matter of fundamental investment policy, the Europe
Fund may not "purchase securities on margin, except short-term credits as may be
necessary or routine for the clearance or settlement of transactions, and except
for margin posted in connection with hedging transactions consistent with its
investment policies."

THE NEW EUROPE FUND. As a matter of fundamental investment policy, the New
Europe Fund may not "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."

ALTHOUGH THE NEW RESTRICTION IS WORDED DIFFERENTLY THAN THE INVESTMENT
RESTRICTION THAT CURRENTLY APPLIES TO THE EUROPE FUND, IT IS NOT SUBSTANTIVELY
DIFFERENT.

7. PORTFOLIO TRANSACTIONS WITH "INTERESTED PERSONS" (CHANGE FOR THE EUROPE
FUND)

THE EUROPE FUND. The existing Europe Fund does not have a specific
fundamental investment policy with respect to portfolio transactions with
"interested parties". However, it is subject to the provisions of Section 17 of
the 1940 Act, which restrict its ability to enter into portfolio transactions
with officers, directors and other "interested persons" of the Fund.

24
<PAGE>
THE NEW EUROPE FUND. As a matter of fundamental investment policy, the New
Europe Fund may not purchase from or sell portfolio securities to its officers,
directors or other "interested persons" (as defined in the 1940 Act) of the
Fund, other than otherwise unaffiliated broker-dealers.

8. INVESTMENT IN MINERAL EXPLORATION AND DEVELOPMENT PROGRAMS (CHANGE FOR THE
MIDCAP, SMALL CAP, EUROPE AND INTERNATIONAL FUNDS)

THE EXISTING FUNDS. As a matter of fundamental or non-fundamental investment
policy, the existing MidCap Fund, Small Cap Fund, Europe Fund and International
Fund may not invest in interests in oil, gas, or other mineral exploration or
development programs.

THE NEW FUNDS. None of the corresponding New Funds is subject to this
investment restriction.

THE INVESTMENT MANAGER HAS NO CURRENT INTENTION OF INVESTING IN MINERAL
EXPLORATION AND DEVELOPMENT PROGRAMS WITH RESPECT TO ANY OF THE NEW FUNDS.
FURTHERMORE, THIS RESTRICTION IS NOT REQUIRED BY THE 1940 ACT, AND WAS
ORIGINALLY ADOPTED IN RESPONSE TO STATE LAW RESTRICTIONS OR INTERPRETATIONS THAT
NO LONGER APPLY TO INVESTMENT COMPANIES. THE INVESTMENT MANAGER BELIEVES THAT
ELIMINATION OF THIS RESTRICTION WILL INCREASE ITS ABILITY TO MANAGE THE NEW
FUNDS' ASSETS EFFECTIVELY AND EFFICIENTLY IN RESPONSE TO MARKET AND REGULATORY
CHANGES.

9. INVESTMENT IN UNSEASONED ISSUERS (CHANGE FOR MIDCAP, SMALL CAP AND
INTERNATIONAL FUNDS)

THE EXISTING FUNDS. As a matter of fundamental or non-fundamental investment
policy, none of the existing MidCap Fund, Small Cap Fund, and International Fund
may invest more than 5% of its net 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).

THE NEW FUNDS. None of the corresponding New Funds is subject to this
investment restriction.

THIS RESTRICTION IS NOT REQUIRED BY THE 1940 ACT, AND WAS ORIGINALLY ADOPTED
IN RESPONSE TO STATE LAW RESTRICTIONS OR INTERPRETATIONS THAT NO LONGER APPLY TO
INVESTMENT COMPANIES. IN THE CURRENT MARKET ENVIRONMENT, THERE ARE MANY
RELATIVELY NEW ENTERPRISES WITH SIGNIFICANT INVESTMENT POTENTIAL. THE INVESTMENT
MANAGER BELIEVES THAT ELIMINATION OF THIS RESTRICTION WILL INCREASE ITS ABILITY
TO MANAGE THE NEW FUNDS' ASSETS EFFECTIVELY AND EFFICIENTLY IN RESPONSE TO
MARKET AND REGULATORY CHANGES.

10. SECURITIES OF COMPANIES IN WHICH DIRECTORS AND OFFICERS HAVE INTERESTS
(CHANGE FOR MIDCAP AND SMALL CAP FUNDS)

THE MIDCAP AND SMALL CAP FUNDS. As a matter of fundamental or
non-fundamental investment policy, the existing MidCap Fund and existing Small
Cap Fund may not purchase or retain securities of an issuer if, to the Capital
Company's knowledge, one or more of the directors, officers, partners or
employees of the Capital Company or the Investment Manager individually owns
beneficially more than 0.5% of the securities of such issuer and together own
beneficially more than 5% of such securities.

THE NEW FUNDS. Neither of the corresponding New Funds is subject to this
investment restriction.

THIS RESTRICTION IS NOT REQUIRED BY THE 1940 ACT, AND WAS ORIGINALLY ADOPTED
IN RESPONSE TO STATE LAW RESTRICTIONS OR INTERPRETATIONS THAT NO LONGER APPLY TO
INVESTMENT COMPANIES. BECAUSE THE LIKELIHOOD OF SUCH AN INVESTMENT IS REMOTE,
AND MONITORING COMPLIANCE WITH THE RESTRICTION IS EXTREMELY DIFFICULT, THE BOARD
OF DIRECTORS OF THE GLOBAL COMPANY CONCLUDED THAT IT WAS NO LONGER NECESSARY.
INVESTMENT IN COMPANIES AFFILIATED WITH THE INVESTMENT MANAGER AND THE OFFICERS
AND DIRECTORS OF THE GLOBAL COMPANY WILL CONTINUE TO BE RESTRICTED BY SECTION 17
OF THE 1940 ACT.

25
<PAGE>
11. CURRENCY MANAGEMENT TECHNIQUES (CHANGE FOR EUROPE FUND)

THE EUROPE FUND. As a matter of operating policy, the existing Europe Fund
may not engage in currency futures transactions, but may use other types of
currency management techniques, including forward contracts, options on foreign
currencies, and swap transactions, both for hedging purposes and to enhance
returns.

THE NEW EUROPE FUND. The New Europe Fund will be permitted to engage in the
full range of currency management techniques available to the existing Europe
Fund, as well as currency futures transactions. As with the other portfolios of
the Global Company, the New Europe Fund will not be permitted to use more than
30% of the value of its total assets in currency management techniques for the
purpose of enhancing returns.

THE INVESTMENT MANAGER BELIEVES THAT THESE CHANGES WILL PROVIDE THE NEW
EUROPE FUND WITH ADDITIONAL DESIRABLE INVESTMENT FLEXIBILITY. FOR A DESCRIPTION
OF THE RISKS ASSOCIATED WITH SUCH TECHNIQUES, SEE "INVESTMENT STRATEGIES,
POLICIES AND RISKS" IN THE ACCOMPANYING PROSPECTUS.

12. DELAYED DELIVERY TRANSACTIONS (CHANGE FOR EUROPE FUND)

THE EUROPE FUND. As a matter of operating policy, the existing Europe Fund
is not authorized to purchase securities on a delayed delivery or "when issued"
basis or to 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).

THE NEW EUROPE FUND. The New Europe Fund will be authorized to enter into
such transactions. 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 New Europe Fund generally will not enter into these transactions
for the purpose of leverage, but may sell the right to receive delivery of the
securities before the settlement date.

THE OTHER PORTFOLIOS OF THE GLOBAL COMPANY ARE AUTHORIZED TO ENTER INTO SUCH
TRANSACTIONS, AND THE INVESTMENT MANAGER BELIEVES THAT THIS CHANGE WILL PROVIDE
THE NEW EUROPE FUND WITH ADDITIONAL DESIRABLE INVESTMENT FLEXIBILITY. THE 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. THE INVESTMENT MANAGER DOES NOT BELIEVE THAT THE USE
OF THIS TECHNIQUE WILL CREATE SUBSTANTIAL RISKS. HOWEVER, THE VALUE OF THE
SECURITIES AT SETTLEMENT MAY BE MORE OR LESS THAN THE AGREED UPON PRICE, AND TO
THE EXTENT THAT ASSETS ARE SEGREGATED FOR THIS PURPOSE, THE FUND'S LIQUIDITY AND
THE ABILITY OF THE INVESTMENT MANAGER TO MANAGE THE FUND'S PORTFOLIO MAY BE
ADVERSELY AFFECTED.

13. RESTRICTION ON BORROWING (CHANGE FOR EUROPE FUND)

THE EUROPE FUND. The statement of fundamental investment policies of the
existing Europe Fund provides that, for purposes of its fundamental borrowing
restrictions, reverse repurchase agreements and other borrowing transactions
covered by segregated assets are not considered to be borrowings.

THE NEW EUROPE FUND. The statement of fundamental investment policies of
the New Europe Fund provides the opposite--that reverse repurchase agreements
and other borrowing transactions covered by segregated assets are considered to
be borrowings for purposes of the New Europe Fund's fundamental borrowing
restrictions.

THE INVESTMENT MANAGER DOES NOT BELIEVE THAT THIS NEW RESTRICTION WILL HAVE
ANY MATERIAL IMPACT ON THE OPERATIONS OF THE NEW EUROPE FUND.

26
<PAGE>
14. INVESTMENT IN ILLIQUID SECURITIES (CHANGE FOR THE EUROPE FUND)

THE EUROPE FUND. As a matter of operating policy (which may be changed by
its Board of Directors without shareholder approval), the existing Europe Fund
may not invest more than 15% of the value of its net assets in illiquid
securities.

THE NEW EUROPE FUND. As a matter of fundamental investment policy, the New
Europe Fund will be restricted from investing more than 15% of the value of its
net assets in illiquid securities.

SECURITIES ARE CONSIDERED TO BE ILLIQUID IF THE FUND CANNOT REASONABLY
EXPECT TO RECEIVE, WITHIN SEVEN DAYS, APPROXIMATELY THE AMOUNT AT WHICH IT
VALUES THEM. THESE MAY INCLUDE NOT ONLY SECURITIES WITH RELATIVELY THIN TRADING
MARKETS, BUT ALSO SECURITIES THAT ARE SUBJECT TO RESTRICTIONS ON RESALE BECAUSE
THEY ARE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ARE NOT SUBJECT TO
PURCHASE BY INSTITUTIONAL BUYERS IN ACCORDANCE WITH RULE 144A UNDER THAT ACT.
HOWEVER, CURRENT GUIDELINES OF THE SECURITIES AND EXCHANGE COMMISSION PERMIT
MUTUAL FUNDS TO INVEST UP TO 15% OF THEIR NET ASSETS IN SUCH SECURITIES, THIS
GUIDELINE IS WIDELY USED IN THE FUND INDUSTRY, AND THE INVESTMENT MANAGER
BELIEVES THAT IT WOULD BE PRUDENT TO RETAIN THIS LEVEL OF FLEXIBILITY FOR THE
FUTURE.

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 THE NEW EUROPE FUND
MIGHT NOT BE ABLE TO DISPOSE OF SUCH SECURITIES PROMPTLY OR AT REASONABLE PRICES

ALTHOUGH THE EUROPE FUND IS CURRENTLY SUBJECT TO THE 15% RESTRICTION, THIS
WILL CHANGE FROM AN OPERATING POLICY (WHICH CAN BE CHANGED BY ITS BOARD OF
DIRECTORS) TO A FUNDAMENTAL INVESTMENT POLICY (WHICH CAN ONLY BE CHANGED WITH
THE APPROVAL OF ITS SHAREHOLDERS). THE INVESTMENT MANAGER DOES NOT BELIEVE THAT
THIS CHANGE WILL HAVE ANY SIGNIFICANT IMPACT ON THE NEW EUROPE FUND.

27
<PAGE>

FORM N-14

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

PART B

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

STATEMENT OF ADDITIONAL INFORMATION

DRESDNER RCM GLOBAL FUNDS, INC.
DRESDNER RCM INTERNATIONAL GROWTH EQUITY FUND
DRESDNER RCM MIDCAP FUND
DRESDNER RCM SMALL CAP FUND
DRESDNER RCM EUROPE FUND

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

This Statement of Additional Information relates specifically
to the proposed reorganization of the Dresdner RCM International Growth Equity
Fund, Dresdner RCM MidCap Fund, and Dresdner RCM Small Cap Fund, which are
series of Dresdner RCM Capital Funds, Inc., and Dresdner RCM Europe Fund, which
is a series of Dresdner RCM Investment Funds Inc. It consists of this cover page
and the Statements of Additional Information of Dresdner RCM Global Funds, Inc.
filed with the Securities and Exchange Commission as part of Registrant's Form
N-1A Registration Statement on October 30, 2000.

This Statement of Additional Information is not a prospectus.
A Combined Proxy Statement and Prospectus dated November 1, 2000 relating
to the proposed reorganization may be obtained from Dresdner RCM Global Funds,
Inc. at the telephone number and address above. This Statement of Additional
Information relates to, and should be read in conjunction with, that Combined
Proxy Statement and Prospectus.

The date of this Statement of Additional Information is November 1, 2000.

B-1

<PAGE>

FORM N-14

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

PART C

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

OTHER INFORMATION

Item 15. 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 the Registrant pursuant to the foregoing provisions or otherwise, the
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 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 16. EXHIBITS.

(1.1) Articles of Incorporation of Registrant are
incorporated herein by reference to Exhibit 1 of
Pre-Effective Amendment No. 1 to Registrant's Form
N-1A Registration Statement ("Form N-1A").

C-1

<PAGE>

(1.2) 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 to
Form N-1A.

(1.3) 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 to
Form N-1A.

(1.4) 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 to Form N-1A.

(1.5) 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 to Form N-1A.

(1.6) 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. are incorporated herein by
reference to Exhibit 1(f) of Post-Effective Amendment
No. 10 to Form N-1A.

(1.7) 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 are incorporated
herein by reference to Exhibit 1(g) of Post-Effective
Amendment No. 10 to Form N-1A.

(1.8) 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 are incorporated
herein by reference to Exhibit 1(h) of Post-Effective
Amendment No. 10 to Form N-1A.

(1.9) Articles Supplementary to Articles of Incorporation
of Registrant with respect to Dresdner RCM Balanced
Fund is incorporated herein by reference to Exhibit
1(i) of Post-Effective Amendment No. 14 to Form N-1A.

(1.10) Form of Articles Supplementary to Articles of
Incorporation of Registrant with respect to the
Dresdner RCM Internet Fund is incorporated herein by

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<PAGE>

reference to Exhibit 1(j) of Post-Effective Amendment
No. 17 to Form N-1A.

(1.11) Form of Articles Supplementary to Articles of
Incorporation of Registrant with respect to the
establishment of four new series of stock, Dresdner
RCM Europe Fund, Dresdner RCM International Growth
Equity Fund, Dresdner RCM MidCap Fund and Dresdner
RCM Small Cap Fund, is incorporated herein by
reference to Exhibit 1(k) of Post-Effective Amendment
No. 19 to Form N-1A.

(2.1) By-Laws of Registrant are incorporated herein by
reference to Exhibit 2 of Pre-Effective Amendment No
2 to Form N-1A.

(2.2) Form of Amendments to Bylaws of Registrant are
incorporated herein by reference to Exhibit 2(b) of
Post-Effective Amendment No. 3 to Form N-1A.

(3) Not applicable.

(4.1) Form of Agreement and Plan of Reorganization -
Capital Funds is incorporated herein by reference
to Exhibit 4.1 of Form N-14 filed on
September 29, 2000.

(4.2) Form of Agreement and Plan of Reorganization - Europe
Fund is incorporated herein by reference to Exhibit
4.2 of Form N-14 filed on September 29, 2000.

(5.1) Multiple Class of Shares Plan of Registrant, on
behalf of the series listed on Appendix A (dated
December 14, 1998) pursuant to Rule 18f-3 is
incorporated herein by reference to Exhibit 15 of
Post-Effective Amendment No. 10 to Form N-1A.

(5.2) Form of Amended Appendix A (dated as of December __,
2000) to Registrant's Multiple Class of Shares Plan,
is incorporated herein by reference to Exhibit 15(b)
of Post-Effective Amendment No. 19 to Form N-1A.

(6) Forms of Investment Management Agreements, Powers of
Attorney and Service Agreements with respect to
Dresdner RCM MidCap Fund, Dresdner RCM Small Cap
Fund, Dresdner RCM International Growth Equity Fund,
and Dresdner RCM Europe Fund, are incorporated herein
by reference to Exhibits 4(l) through 4(m) of
Post-Effective Amendment No. 19 to Form N-1A.

(7.1) 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 to Form N-1A.

(7.2) 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., dated June 13, 1996, is
incorporated herein by reference to Exhibit 6(a) of
Post-Effective Amendment No. 1 to Form N-1A.

(7.3) Fee Letter Agreement between Registrant, RCM Capital
Management, a California Limited Partnership,
(currently known as Dresdner RCM Global

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<PAGE>

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 to Form N-1A.

(7.4) Form of Selling Agreement is incorporated herein by
reference to Exhibit 6(d) of Post-Effective Amendment
No. 1 to Form N-1A.

(8) None.

(9) Form of Amendment to Custodian Contract between
Registrant, on behalf of Dresdner RCM Europe Fund,
Dresdner RCM International Growth Equity Fund,
Dresdner RCM Midcap Fund and Dresdner RCM Small Cap
Fund, and State Street Bank and Trust Company is
incorporated herein by reference to Exhibit 7(k) of
Post-Effective Amendment No. 19 to Form N-1A.

(10.1) Form of Rule 12b-1 Plan of Registrant, on behalf of
Dresdner RCM Global Health Care Fund is incorporated
herein by reference to Exhibit 15(a) of
Post-Effective Amendment No. 9 to Form N-1A.

(10.2) Form of Rule 12b-1 Plan of Registrant, on behalf of
Dresdner RCM Biotechnology Fund is incorporated
herein by reference to Exhibit 15(b) of
Post-Effective Amendment No. 6 to Form N-1A.

(10.3) Rule 12b-1 Plan of Registrant, on behalf of the Class
N shares of the series listed on Appendix A (dated
December 14, 1998) is incorporated herein by
reference to Post-Effective Amendment No. 10 to Form
N-1A.

(10.4) Form of Amended Appendix A to Rule 12b-1 Plan of
Registrant, dated as of December __, 2000 is
incorporated herein by reference to Exhibit 13(d) of
Post-Effective Amendment No. 19 to Form N-1A.

(11) Opinion and consent of Venable, Baetjer and Howard,
LLP as to the legality of the securities being
registered is filed herein as Exhibit 11.

(12.1) Form of opinion and consent of Paul, Hastings,
Janofsky & Walker LLP regarding tax matters and
consequences (Capital Funds) is incorporated herein
by reference to Exhibit 12.1 of Form N-14 filed on
September 29, 2000.

(12.2) Form of opinion and consent of Paul, Hastings,
Janofsky & Walker LLP regarding tax matters and
consequences (Europe Fund) is incorporated herein
by reference to Exhibit 12.2 of Form N-14 filed on
September 29, 2000.

(13.1) 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 to Form N-1A.

(13.2) Form of Transfer Agency Agreement between Registrant
and State Street Bank and Trust Company is
incorporated herein by reference to Exhibit 9(b) of
Post-Effective Amendment No. 10 to
Form N-1A.

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<PAGE>

(13.3) Form of Administration Agreement between Registrant
and State Street Bank and Trust Company is
incorporated herein by reference to Exhibit 8(c) of
Post-Effective Amendment No. 11 to Form N-1A.

(14) Consent of PricewaterhouseCoopers LLP, independent
auditors is filed herein as Exhibit 14.

(15) None.

(16) Power of Attorney for DeWitt F. Bowman, Pamela A.
Farr, George G.C. Parker and George B. James is
incorporated herein by reference to Exhibit 10(a) of
Post-Effective Amendment No. 14 to Form N-1A.

(17.1) Form of proxy card (Capital Funds) is incorporated
herein by reference to Exhibit 17.1 of Form N-14
filed on September 29, 2000.

(17.2) Form of proxy card (Europe Fund) is incorporated
herein by reference to Exhibit 17.2 of Form N-14
filed on September 29, 2000.

(17.3) Prospectuses of Global Funds with respect to Dresdner
RCM MidCap Fund and Dresdner RCM Small Cap Fund.

(17.4) Prospectus of Global Funds with respect to Dresdner
RCM International Growth Equity Fund and Dresdner RCM
Europe Fund.

(17.5) Statement of Additional Information of Global Funds
with respect to Dresdner RCM MidCap Fund and Dresdner
RCM Small Cap Fund.

(17.6) Statement of Additional Information of Global Funds
with respect to Dresdner RCM International Growth
Equity Fund and Dresdner RCM Europe Fund.

Item 17. UNDERTAKINGS.

(1) The undersigned Registrant agrees that prior to any public
offering of the securities registered through the use of a prospectus which is
part of this registration statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933,
as amended, the reoffering prospectus will contain the information called for by
the applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.

(2) The undersigned Registrant agrees that every prospectus
that is filed under paragraph (1) above will be filed as part of an amendment to
the registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities Act of
1933, as amended, each post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein, and the offering of
the securities at that time shall be deemed to be the initial bona fide offering
of them.

(3) The undersigned Registrant undertakes to file a final copy
of the tax opinions and consents of counsel, the forms of which are filed
herewith as Exhibits 12.1 and 12.2, upon delivery thereof to Registrant.

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<PAGE>

SIGNATURES

As required by the Securities Act of 1933, this registration
statement has been signed on behalf of Registrant in the City of San Francisco,
State of California, on the 1st day of November, 2000.

DRESDNER RCM GLOBAL FUNDS, INC.

By: /s/ Anthony Ain
----------------------------------
Anthony Ain
President

As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
(1) Principal Executive Officer

/s/Anthony Ain President November 1, 2000
------------------------------------
Anthony Ain

(2) Chief Financial and Accounting Officer

/s/Jennie Klein Treasurer November 1, 2000
------------------------------------
Jennie Klein

(3) Directors

/s/ Dewitt F. Bowman* Director November 1, 2000
------------------------------------
Dewitt F. Bowman

/s/ Pamela A. Farr* Director November 1, 2000
------------------------------------
Pamela A. Farr

/s/ George B. James* Director November 1, 2000
------------------------------------
George B. James

/s/ George G.C. Parker* Director November 1, 2000
------------------------------------
George G.C. Parker

By*s/ Anthony Ain
------------------------------------
Attorney-In-Fact
</TABLE>

<PAGE>

EXHIBIT INDEX

DRESDNER RCM GLOBAL FUNDS, INC.

Form N-14 Registration Statement

(11) Opinion and Consent of Venable, Baetjer and Howard,
LLP.

(14) Opinion and Consent of PricewaterhouseCoopers LLP.

(17.3) Prospectus of Global Funds with respect to Dresdner
RCM MidCap Fund and Dresdner RCM Small Cap Fund

(17.4) Prospectus of Global Funds with respect to Dresdner
RCM International Growth Equity Fund and Dresdner RCM
Europe Fund.

(17.5) Statement of Additional Information of Global Funds
with respect to Dresdner RCM MidCap Fund and Dresdner
RCM Small Cap Fund

(17.6) Statement of Additional Information of Global Funds
with respect to Dresdner RCM International Growth
Equity Fund and Dresdner RCM Europe Fund.