RCM EQUITY FUNDS INC
485APOS, EX-99.3(S), 2000-09-07
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<PAGE>

                                                                    Exhibit 3(s)

                         INCORPORATED UNDER THE LAWS OF
                              THE STATE OF MARYLAND
                         DRESDNER RCM GLOBAL FUNDS, INC.
                           DRESDNER RCM SMALL CAP FUND
                                     CLASS N
                               (Par Value $0.0001)

THIS CERTIFIES THAT _______________________ IS THE REGISTERED HOLDER OF
_________________________ SHARES OF THE DRESDNER RCM SMALL CAP FUND CLASS N of
common stock of DRESDNER RCM GLOBAL FUNDS, INC. TRANSFERABLE ONLY ON THE BOOKS
OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY ATTORNEY UPON SURRENDER
OF THIS CERTIFICATE PROPERLY ENDORSED.

       IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE TO
BE SIGNED BY ITS DULY AUTHORIZED OFFICERS AND ITS CORPORATE SEAL TO BE HEREUNTO
AFFIXED

THIS _____________________ DAY OF ________________________ AD.__________________


       ------------------------------         ----------------------------------
       Secretary                              President

       SHARES                     Par Value                     Each
                                  $0.0001


                                     Page 1
<PAGE>

                                                                    Exhibit 3(s)

                                   CERTIFICATE
                                       FOR
                                     SHARES

                           DRESDNER RCM SMALL CAP FUND
                           Class N of Common Stock of
                         DRESDNER RCM GLOBAL FUNDS, INC.

                   ISSUED TO:_________________________________

                   DATED:_____________________________________

                  THIS CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF
                  CAPITAL STOCK AND THE BOARD OF DIRECTORS MAY AUTHORIZE
                  ADDITIONAL CLASSES OF CAPITAL STOCK. THE CORPORATION WILL
                  FURNISH A FULL STATEMENT OF THE BOARD OF DIRECTORS' AUTHORITY
                  AND OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND
                  OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO
                  DIVIDENDS, QUALIFICATIONS AND TERMS AND CONDITIONS OF
                  REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION IS
                  AUTHORIZED TO ISSUE TO ANY STOCKHOLDER UPON REQUEST WITHOUT
                  CHARGE.

FOR VALUE RECEIVED, _________________________ HEREBY SELL, ASSIGN AND TRANSFER
UNTO___________________________________________________________________________
SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT__________________________________________________
ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED
CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.

DATED___________________

In presence of ____________________________


                                     Page 2
<PAGE>

                                                                    Exhibit 3(s)

                         INCORPORATED UNDER THE LAWS OF
                              THE STATE OF MARYLAND
                         DRESDNER RCM GLOBAL FUNDS, INC.
                           DRESDNER RCM SMALL CAP FUND
                                     CLASS I
                               (Par Value $0.0001)

THIS CERTIFIES THAT _______________________ IS THE REGISTERED HOLDER OF
_________________________ SHARES OF THE DRESDNER RCM SMALL CAP FUND CLASS I of
common stock of DRESDNER RCM GLOBAL FUNDS, INC. TRANSFERABLE ONLY ON THE BOOKS
OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY ATTORNEY UPON SURRENDER
OF THIS CERTIFICATE PROPERLY ENDORSED.

       IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE TO
BE SIGNED BY ITS DULY AUTHORIZED OFFICERS AND ITS CORPORATE SEAL TO BE HEREUNTO
AFFIXED

THIS _____________________ DAY OF ________________________ AD.__________________


         ------------------------------       ----------------------------------
         Secretary                            President

         SHARES                     Par Value                   Each
                                    $0.0001


                                     Page 3
<PAGE>

                                                                    Exhibit 3(s)

                                   CERTIFICATE
                                       FOR
                                     SHARES

                           DRESDNER RCM SMALL CAP FUND
                           Class I of Common Stock of
                         DRESDNER RCM GLOBAL FUNDS, INC.

                   ISSUED TO:_________________________________

                   DATED:_____________________________________

                  THIS CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF
                  CAPITAL STOCK AND THE BOARD OF DIRECTORS MAY AUTHORIZE
                  ADDITIONAL CLASSES OF CAPITAL STOCK. THE CORPORATION WILL
                  FURNISH A FULL STATEMENT OF THE BOARD OF DIRECTORS' AUTHORITY
                  AND OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND
                  OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO
                  DIVIDENDS, QUALIFICATIONS AND TERMS AND CONDITIONS OF
                  REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION IS
                  AUTHORIZED TO ISSUE TO ANY STOCKHOLDER UPON REQUEST WITHOUT
                  CHARGE.

FOR VALUE RECEIVED, _________________________ HEREBY SELL, ASSIGN AND TRANSFER
UNTO___________________________________________________________________________
SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT__________________________________________________
ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED
CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.

DATED___________________

In presence of ____________________________


                                     Page 4


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