RCM EQUITY FUNDS INC
N-14, 2000-09-29
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<PAGE>
===============================================================================

                       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. __
                        (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 October 30, 2000
                              pursuant to Rule 488.
                               ------------------

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


===============================================================================
<PAGE>



                                  [Letterhead]


                                                           November ___, 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 12:00 p.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
shall be referred to 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 1

<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 at 1-800- - or through the Internet at www. .com by following
the simple instructions on the Proxy card provided.

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


Sincerely,


Anthony Ain                                  Barbel Lenz
President                                    President
Dresdner RCM Capital Funds, Inc.             Dresdner RCM Investment Funds Inc.

                                    Page 2


<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

____________, 2000




                                     -1-

<PAGE>


-------------------------------------------------------------------------------
WHO CAN VOTE?

Any person owning shares of the Capital Company or the Investment Company on
_______, 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?

-  By fax - Vote, sign, and fax the enclosed ballot to [__________].
-  By mail - Vote, sign, and mail the enclosed ballot in the envelope provided.
-  By phone - Call [__________], extension [_____].
-  By internet - Go to the website at ____________________.
-  In person at the meeting - If you attend the meeting in person, you may
change your vote at that time.

QUESTIONS?

Call us at 1-800-____________.

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

                                     -2-

<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


                     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 ____________, 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.


                                     -3-

<PAGE>


-------------------------------------------------------------------------------
This Proxy Statement is organized as follows:

-         Summary of Proxy Statement - begins on page [__].

-        Proposed Reorganizations - begins on page [__].

-        Voting and Meeting Procedures - begins on page [__].

-        General Information - begins on page [__].
-------------------------------------------------------------------------------


                  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:  _______________, 2000



                                     -4-

<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 fund group 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 Boards also believe that the
reorganizations should streamline and simplify the organization of the Funds and
increase the efficiency of their operations.

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

                  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 Fund will
                  be permitted to enter into futures contracts not only with
                  respect to financial indexes,

                                     -5-

<PAGE>

                  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.

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. However, shareholders of
the New MidCap and New Small Cap Fund will have a broader range of shareholder
services than were previously available to them, including the ability to
purchase and sell shares by telephone, to purchase additional shares by
electronic transfer from a bank account, and to exchange their shares for the
shares of all the other portfolios of the Global Company. 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 New 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

                                     -6-

<PAGE>


average net assets). To limit the expenses of the New MidCap 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 Fund's 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 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.

                                     -7-

<PAGE>


                  The following tables compare the annual operating expenses of
the International Fund and the Europe Fund (based on fiscal year ended December
31, 1999) and the Small Cap Fund and the MidCap Fund (based on projections for
their first full year of operation as multi-class funds that pay all of their
own operating expenses) 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>
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%      0.09%

Total annual operating
  expenses                      1.06%      10.89%          1.44%       1.69%          1.02%        1.09%      1.34%

Less: fee waivers and
  expense reimbursements        0.06%(1)    9.64%(1)       0.09%(3)    0.09%(3)       None         0.07%(4)   0.07%(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,
2000 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.

                                     -8-

<PAGE>

<TABLE>
<CAPTION>
                                                          MIDCAP FUND
  Annual Fund                                  -----------------------------------
Operating Expenses                               Existing             New
(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%         0.04%      0.04%
Total annual operating expenses                   0.77%         0.79%      1.04%
Less: fee waivers and expense reimbursements      None          0.02%*     0.02%*
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.

                  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.

                                     -9-

<PAGE>


<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            $428               $954
NEW
  Class I*                                      $79              $246            $428               $954
  Class N*                                     $104              $325            $568             $1,265
SMALL CAP FUND
EXISTING                                       $104              $325            $563             $1,248
NEW
  Class I*                                     $104              $325            $563             $1,248
  Class N*                                     $129              $403            $713             $1,593
</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

                                     -10-

<PAGE>

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

                            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 reorganization.

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
Europe Fund) and the Global Company (on behalf of the New Europe Fund). These
agreements spell out the terms and conditions of the reorganizations.

                                     -11-

<PAGE>

                  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 Fund will transfer all of its assets and
                           liabilities to the corresponding New Fund. (In other
                           words, the International Fund will transfer its
                           assets and liabilities to the New International Fund;
                           the MidCap Fund will transfer its assets and
                           liabilities to the New MidCap Fund; the Small Cap
                           Fund will transfer its assets and liabilities to the
                           New Small Cap Fund, and the 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 Fund will receive Class I
                           and Class N shares of the New Fund having a total
                           value equal to their proportionate shares of the
                           value of the assets the Fund transferred to the New
                           Fund (net of any liabilities). The MidCap Fund and
                           the 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 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. 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.

                  -        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 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 reorganization 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.

                                     -12-

<PAGE>

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 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.

1.       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 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.

2.       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

                                     -13-

<PAGE>


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 Europe Fund's net assets.

3.       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 a Fund will be "against
the box", or the Fund's obligation to deliver the securities sold short will be
"covered" by segregating cash, U.S. Government securities or other liquid debt
or equity securities in an amount equal to the market value of its delivery
obligation. A Fund will not make short sales of securities or maintain a short
position if doing so could create liabilities or require collateral deposits and
segregation of assets aggregating more than 25% of the value of the Fund's total
assets. for a description of the risks associated with short sales, see "Short
Sales" in the "Investment Objectives and Policies" section of the Statements of
Additional Information of the Global Funds.

4.       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.

                                     -14-

<PAGE>

         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.

5.       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 purchases is part of a merger,
consolidation, acquisition of assets, or other reorganization approved by the
Fund's stockholders."

         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.

6.       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 and New International
Fund may "Purchase commodities or commodity contracts, except that a New Fund
may purchase securities of an issuer which invests or deal 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.

                                     -15-

<PAGE>

                  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 Europe Fund will be permitted to
enter into futures contracts with respect to securities and other financial
indexes as well as stock indexes. In addition, 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 fixed income 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 the portfolio
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" sections of the Statement of Additional Information of the Global
Company.

7.       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.

         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 type
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 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.

                                     -16-

<PAGE>

                  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.

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 reorganization, 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:

                  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             68            Chairman and Director (Since 1995).  Principal, Pension
                                           Investment Consulting (since 1994). Chief Investment Officer,
                                           California Public Employees Retirement System from February
                                           1989 to January 1994; Director, RREEF America REIT, Inc. and
                                           Wilshire Target Funds Inc.; Trustee, Brandes Institutional
                                           International Investment Trust, the Pacific Gas and Electric
                                           Nuclear Decommissioning Trust, and the PCG Private Equity Fund.

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 1986.

                                     -17-

<PAGE>

GEORGE B. JAMES              63            Director (Since 1998).  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); 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>

                                     -18-

<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, member of Mid Cap Team Management Committee of
                                           the Investment Manager; Co-CIO of Small and Midcap Team; and
                                           Member, 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); Chicago
                                           Mercantile Exchange (from 1990 to 1998); Trustee, Liberty
                                           All-Star Growth Fund, Inc. (since 1997); Trustee, Colonial
                                           Funds (from 1995 to 1999); Trustee, 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); Director, Nicholas-Applegate Fund,
                                           Inc. (since 1987); Trustee, Nicholas-Applegate Mutual Funds
                                           (since 1992); Director, Measurement Specialties, Inc. (since
                                           1995); Director, Moovies, Inc. (since 1995).

ALFRED FIORE                 60            Director, Dresdner RCM Investment Funds Inc.(since 1996).
                                           General Manager, Hirschfeld, Stern, Moyer & Ross, Inc.
                                           (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).
</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.

                                     -19-

<PAGE>

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.

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 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.

                                     -20-

<PAGE>

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 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 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 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 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 ____________________: (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
--------------------.


<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
  Class N                                          $0                                            $0
  Class I                                          $0                                            $0
Shares Outstanding
  Class N                                          $0                                            $0
  Class I                                          $0                                            $0
Net Asset Value Per Share
  Class N                                          $0                                            $0
  Class I                                          $0                                            $0
</TABLE>


                                     -21-

<PAGE>


<TABLE>
<CAPTION>
                                             Small Cap Fund                               Europe Fund
----------------------------- ----------------------------------------------  ---------------------------------------
                                                               Pro Forma                                  Pro Forma
                                Existing          New          Combined        Existing        New        Combined
                              ------------- ---------------- ---------------  ------------ ----------- --------------
<S>                           <C>           <C>              <C>              <C>          <C>         <C>
Total Net Assets
  Class N                                          $0                                            $0
  Class I                                          $0                                            $0
Shares Outstanding
  Class N                                          $0                                            $0
  Class I                                          $0                                            $0
Net Asset Value Per Share
  Class N                                          $0                                            $0
  Class I                                          $0                                            $0
</TABLE>


                          VOTING AND MEETING PROCEDURES

HOW TO VOTE

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

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

                  -        To vote by fax, sign the enclosed Proxy card and fax
                           both sides of it to 1-800-______.

                  -        To vote by phone, call us at 1-800-________.

                  -        To vote by internet, go to the website at
                           _______________.

                  If you vote by phone or internet, 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 to vote
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 AND THE
INVESTMENT COMPANY RECOMMEND THAT YOU VOTE "FOR" THE PROPOSED REORGANIZATIONS.

                                     -22-

<PAGE>

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 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. ___________________ will also be retained to provide professional proxy
solicitation services. The cost of solicitation, including specified expenses,
is not expected to exceed $_______. 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 half. 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. The 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
____________________ 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

                                     -23-

<PAGE>

MIDCAP FUND

SMALL CAP FUND

EUROPE FUND
</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 _______________ by the Directors and officers of the 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>
                        INTERNATIONAL GROWTH EQUITY FUND
                                                                                         PERCENT OF
                                                                   NUMBER OF             OUTSTANDING
          NAME AND ADDRESS                                          SHARES                 SHARES
<S>                                                                <C>                   <C>
[Name] ([Title])                                                   [_____]                 [___]%
[Address]

All Directors and officers of Capital Company and the Investment   [_____]                 [___]%
Manager (including the above) in the aggregate
</TABLE>

                                  MIDCAP FUND
<TABLE>
<CAPTION>
                                                                                         PERCENT OF
                                                                   NUMBER OF            OUTSTANDING
          NAME AND ADDRESS                                          SHARES                 SHARES
<S>                                                                <C>                   <C>
[Name] ([Title])                                                   [_____]                 [___]%
[Address]

All Directors and officers of Capital Company and the Investment   [_____]                 [___]%
Manager (including the above) in the aggregate
</TABLE>
                                     -24-

<PAGE>

<TABLE>
<CAPTION>

                                 SMALL CAP FUND
                                                                                         PERCENT OF
                                                                   NUMBER OF            OUTSTANDING
          NAME AND ADDRESS                                          SHARES                 SHARES
<S>                                                                <C>                   <C>

[Name] ([Title])                                                   [_____]                 [___]%
[Address]

All Directors and officers of Capital Company and the Investment   [_____]                 [___]%
Manager (including the above) in the aggregate
</TABLE>

<TABLE>
<CAPTION>
                                  EUROPE FUND
                                                                                         PERCENT OF
                                                                   NUMBER OF            OUTSTANDING
          NAME AND ADDRESS                                          SHARES                 SHARES
<S>                                                                <C>                   <C>
[Name] ([Title])                                                   [_____]                 [___]%
[Address]

All Directors and officers of Investment Company and the           [_____]                 [___]%
Investment Manager (including the above) in the aggregate
</TABLE>


                               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 Meetings.

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 Meetings, 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

                                     -25-

<PAGE>

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 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
_______________, 2000


                                     -26-

<PAGE>

                                   APPENDIX A
                     DIFFERENCES IN INVESTMENT RESTRICTIONS


                  This Appendix describes the differences between the investment
restrictions applicable to the existing Europe Fund, MidCap Fund, Small Cap Fund
and International Fund, and the restrictions that will apply to the
corresponding New Funds.

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

                                     -27-

<PAGE>

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.       RESTRICTION ON TOTAL VOTING SECURITIES OF ANY ISSUER (CHANGE FOR EUROPE
         FUND)

                  THE EUROPE FUND: As a matter of fundamental investment policy,
the Fund may not "purchase more than 10% of the outstanding voting securities of
any issuer."


                  THE NEW EUROPE FUND: As a matter of fundamental investment
policy, the Fund may not "acquire more than 10% of the outstanding voting
securities of any one issuer."


         Although the new restriction is worded differently than the investment
restriction that currently applies to the Europe Fund, it is not substantively
different.

4.       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.

                  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.

5.       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.

6.       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

                                     -28-

<PAGE>

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.

7.       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.

8. 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.

                  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.

         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.

9.       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.

                                     -29-

<PAGE>

10.      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. 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. 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.

11.      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. 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. 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.

12.      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.

                                     -30-

<PAGE>

13.      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 and 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 to longer periods, based upon the agreement of the
buyer and the seller. No interest accrues to the purchaser during the period
before delivery. The 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.

                                     -31-
<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 __________________, 2000.

                  This Statement of Additional Information is not a prospectus.
A Combined Proxy Statement and Prospectus dated _________________, 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 ___________, 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

                                     C-2

<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.

                  (4.2)    Form of Agreement and Plan of Reorganization - Europe
                           Fund.

                  (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

                                     C-3

<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 - to be filed by subsequent amendment.

                  (12.1)   Form of opinion and consent of Paul, Hastings,
                           Janofsky & Walker LLP regarding tax matters and
                           consequences (Capital Funds).

                  (12.2)   Form of opinion and consent of Paul, Hastings,
                           Janofsky & Walker LLP regarding tax matters and
                           consequences (Europe Fund).

                  (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.

                                     C-4

<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 - to be filed by subsequent amendment

                  (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).

                  (17.2)   Form of proxy card (Europe Fund).

                  (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.

                                     C-5

<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 29th day of September, 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         September 29, 2000
------------------------------------
Anthony Ain

(2)      Chief Financial and Accounting Officer

/s/Jennie Klein                                      Treasurer         September 29, 2000
------------------------------------
Jennie Klein

(3)      Directors

/s/ Dewitt F. Bowman*                                Director          September 29, 2000
------------------------------------
Dewitt F. Bowman


/s/ Pamela A. Farr*                                  Director          September 29, 2000
------------------------------------
Pamela A. Farr


/s/ George B. James*                                 Director          September 29, 2000
------------------------------------
George B. James


/s/ George G.C. Parker*                              Director          September 29, 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


              (4.1)    Form of Agreement and Plan of Reorganization -
                       Capital Funds.

              (4.2)    Form of Agreement and Plan of Reorganization - Europe
                       Fund.

              (12.1)   Form of opinion and consent of Paul, Hastings,
                       Janofsky & Walker LLP regarding tax matters and
                       consequences (Capital Funds).

              (12.2)   Form of opinion and consent of Paul, Hastings,
                       Janofsky & Walker LLP regarding tax matters and
                       consequences (Europe Fund).

              (17.1)   Form of proxy card (Capital Funds).

              (17.2)   Form of proxy card (Europe Fund).

              (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.





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