RCM EQUITY FUNDS INC, 485APOS, 1996-10-17

RCM EQUITY FUNDS INC
485APOS, 1996-10-17

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 1996
1933 ACT FILE NO. 33-97572
1940 ACT FILE NO. 811-9100

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
POST-EFFECTIVE AMENDMENT NO. 1

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 2

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

RCM EQUITY FUNDS, INC.
Four Embarcadero Center, Suite 3000
San Francisco, California 94111
(415) 954-5400

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

John E. Pelletier, Vice President and Secretary
RCM EQUITY FUNDS, INC.
Four Embarcadero Center, Suite 3000
San Francisco, California 94111
(800) 726-7240

(Name and Address of Agent for Service)

Copy to:

Anthony Ain, General Counsel Michael Glazer
RCM Capital Management, L.L.C. Paul, Hastings, Janofsky & Walker, LLP
Four Embarcadero Center, Suite 3000 555 South Flower Street
San Francisco, California 94111 Los Angeles, California 90071

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

The Registrant has filed a declaration pursuant to Rule 24f-2 registering an
indefinite number of shares under the Securities Act of 1933. On February 28,
1996 the Registrant filed its 24f-2 Notice for its fiscal year December 31,
1995.

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

It is proposed that this filing will become effective:

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

<PAGE>

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

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

2. Synopsis Prospectus Summary, Summary of Fees and Expenses

3. Condensed Financial Information Financial Highlights

4. General Description of Registrant General Information, Investment Objective and
Policies; Investment and Risk Considerations

5. Management of the Fund Organization and Management

5A. Management's Description of Fund Performance *

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

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

8. Redemption or Repurchase Redemption of Shares

9. Pending Legal Proceedings *

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

11. Table of Contents Table of Contents

12. General Information and History Description of Capital Shares

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

14. Management of the Fund Directors and Officers

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

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

17. Brokerage Allocation Execution of Portfolio Transactions

18. Capital Stock and Other Securities Description of Capital Shares

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

20. Tax Status Dividends, Distributions and Taxes

21. Underwriters The Distributor

22. Calculation of Performance Data Investment Results

23. Financial Statements Additional Information

- ----------------------------
</TABLE>

*Not applicable

<PAGE>

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

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

2. Synopsis Prospectus Summary; Summary of Fees and Expenses

3. Condensed Financial Information *

4. General Description of Registrant General Information; Investment Objective and Policies;
Investment and Risk Considerations

5. Management of the Fund Organization and Management

5A. Management's Description of Fund Performance *

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

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

8. Redemption or Repurchase Redemption of Shares

9. Pending Legal Proceedings *

11. Table of Contents Table of Contents

12. General Information and History Description of Capital Shares

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

14. Management of the Fund Directors and Officers

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

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

17. Brokerage Allocation Execution of Portfolio Transactions

18. Capital Stock and Other Securities Description of Capital Shares

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

20. Tax Status Dividends, Distributions and Taxes

21. Underwriters The Distributor

22. Calculation of Performance Data Investment Results

23. Financial Statements Additional Information

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

</TABLE>

*Not applicable

<PAGE>

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

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

2. Synopsis Prospectus Summary; Summary of Fees and Expenses

3. Condensed Financial Information *

4. General Description of Registrant General Information; Investment Objective and Policies;
Investment and Risk Consideration

5. Management of the Fund Organization and Management

5A. Management's Description of Fund *

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

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

8. Redemption or Repurchase Redemption of Shares

9. Pending Legal Proceedings *

11. Table of Contents Table of Contents

12. General Information and History Description of Capital Shares

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

14. Management of the Fund Directors and Officers

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

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

17. Brokerage Allocation Execution of Portfolio Transactions

18. Capital Stock and Other Securities Description of Capital Shares

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

20. Tax Status Dividends, Distributions and Taxes

21. Underwriters The Distributor

22. Calculations of Performance Data Investment Results

23. Financial Statements Additional Information

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

</TABLE>

*Not applicable

<PAGE>

RCM EQUITY FUNDS, INC.
RCM LARGE CAP GROWTH FUND
CROSS REFERENCE SHEET
BETWEEN ITEMS OF PART A AND B OF FORM N-1A AND THE
PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION

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

2. Synopsis Prospectus Summary; Summary of Fees and Expenses

3. Condensed Financial Information *

4. General Description of Registrant General Information; Investment Objective and Policies;
Investment and Risk Considerations
5. Management of the Fund Organization and Management

5A. Management's Description of Fund Performance *

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

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

8. Redemption or Repurchase Redemption of Shares

9. Pending Legal Proceedings *

11. Table of Contents Table of Contents

12. General Information and History Description of Capital Shares

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

14. Management of the Fund Directors and Officers

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

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

17. Brokerage Allocation Execution of Portfolio Transactions

18. Capital Stock and Other Securities Description of Capital Shares

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

20. Tax Status Dividends, Distributions and Taxes

21. Underwriters The Distributor

22. Calculation of Performance Data Investment Results

23. Financial Statements Additional Information

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

</TABLE>

*Not applicable

<PAGE>

RCM GLOBAL TECHNOLOGY FUND

OFFERED BY:

RCM EQUITY FUNDS, INC.

FOUR EMBARCADERO CENTER, SUITE 3000
SAN FRANCISCO, CALIFORNIA 94111
(800) 726-7240

THIS PROSPECTUS RELATES TO RCM GLOBAL TECHNOLOGY FUND
(A SERIES OF RCM EQUITY FUNDS, INC.), WHICH SPECIALIZES IN
EQUITY AND EQUITY-RELATED SECURITIES OF
DOMESTIC AND FOREIGN TECHNOLOGY COMPANIES

_______________

RCM GLOBAL TECHNOLOGY FUND (THE "FUND") is a diversified series of RCM Equity
Funds, Inc. (the "Company"), an open-end management investment company. Shares
may be purchased at the net asset value per share next calculated after an order
is received in proper form, plus a sales charge if applicable. (See HOW TO
PURCHASE SHARES.)

The Fund's investment objective is to seek long-term appreciation of capital,
primarily through investment in equity and equity-related securities of domestic
and foreign technology companies. Such investments will be chosen primarily with
regard to their potential for capital appreciation. Current income will be
considered only as part of total investment return and will not be emphasized.
(See INVESTMENT OBJECTIVE AND POLICIES.)

Investments in equity and equity-related securities of domestic and foreign
technology companies involve significant risks, some of which are not typically
associated with investments in securities of domestic issuers and issuers
engaged in other types of business. There can be no assurance the Fund will
achieve its investment objective. (See INVESTMENT AND RISK CONSIDERATIONS.)

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

This Prospectus sets forth concisely the information about the Fund that
prospective investors should know before investing. Investors should read this
document and retain it for future use. A Statement of Additional Information
for the Fund dated December __, 1996 has been filed with the Securities and
Exchange Commission and is incorporated by reference into this Prospectus. The
Statement may be obtained, without charge, by writing or calling the Company at
the address or telephone number set forth above.

_______________

The date of this Prospectus is December __, 1996

<PAGE>

TABLE OF CONTENTS

PAGE
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . .

Summary of Fees and Expenses . . . . . . . . . . . . . . . . . . . . .

Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . .

Investment Objective and Policies. . . . . . . . . . . . . . . . . . .

Investment and Risk Considerations . . . . . . . . . . . . . . . . . .

Organization and Management. . . . . . . . . . . . . . . . . . . . . .

How to Purchase Shares . . . . . . . . . . . . . . . . . . . . . . . .

Stockholder Services . . . . . . . . . . . . . . . . . . . . . . . . .

Redemption of Shares . . . . . . . . . . . . . . . . . . . . . . . . .

Investment Results . . . . . . . . . . . . . . . . . . . . . . . . . .

Dividends, Distributions and Taxes . . . . . . . . . . . . . . . . . .

General Information. . . . . . . . . . . . . . . . . . . . . . . . . .

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFER CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the detailed information
appearing elsewhere in this Prospectus:

WHAT IS THE FUND'S OBJECTIVE?

The Fund's investment objective is to seek appreciation of capital, primarily
through investment in equity and equity-related securities of domestic and
foreign technology companies. The Fund's investments will be chosen primarily
with regard to their potential for capital appreciation; current income will be
considered only as part of total return and will not be emphasized. There can
be no assurance that the Fund's investment objective will be met. (See
INVESTMENT OBJECTIVE AND POLICIES.)

WHAT DOES THE FUND INVEST IN?

Under normal market conditions, at least 65% of the value of the total assets of
the Fund will be invested in equity and equity-related securities of technology
companies. Technology companies are issuers whose revenues are primarily
generated by technology products, including, but not limited to, computers and
peripheral products, software, electronic components and systems, communications
equipment and services, media and information services, pharmaceuticals,
hospital supply and medical devices, biotechnology, environmental services,
chemicals and synthetic materials, and defense and aerospace products and
services. Investments may also include companies that should significantly
benefit from the commercialization of technological advances even if they are
not directly involved in research and development.

DOES THE FUND INVEST GLOBALLY?

The Fund may invest up to 50% of the value of its total assets in foreign equity
and equity-related securities. Under normal market conditions, the Fund's
assets will be invested in equity and equity-related securities of companies
organized or headquartered in at least three different countries (one of which
will be the United States). A substantial portion of the Fund's foreign
investments may be securities of companies organized or headquartered in Japan,
and up to 20% of the value of the Fund's total assets may be securities of
companies organized or headquartered in emerging market countries. Investment
in foreign securities and currencies involves special risks, including
fluctuations in foreign exchange rates, political or economic instability in the
country of issue, and the possible imposition of exchange controls or other laws
or restrictions. Investment in emerging markets may involve greater risks than
investments in other foreign markets, as a result of factors such as
less-developed economic and legal structures, less stable political systems, and
less liquid securities markets.

SHOULD I INVEST IN THE FUND?

The Fund believes that there are attractive investment opportunities in the
technology sector. In the United States, as well as internationally, technology
companies have grown faster than the general economy for decades. The Fund's
investment manager believes that this trend can continue. Yet, the stocks of
individual technology companies can be very volatile, and analyzing individual
companies can be very time-intensive. A global technology fund offers
experienced professional management to investors who wish to invest in a
diversified global portfolio of technology stocks.

-3-
<PAGE>

The Fund is designed for investors who recognize and are prepared to accept
these risks in return for the possibility of higher returns. Consider your
investment goals, your time horizon for achieving them, and your tolerance for
risk. If you seek an aggressive approach to capital growth, and can accept the
above-average level of price fluctuations that the Fund may experience, the Fund
may be an appropriate part of your overall investment strategy.

WHO OPERATES THE FUND?

he Fund's investment manager is RCM Capital Management, L.L.C. (the "Investment
Manager"), a registered investment adviser with principal offices in San
Francisco, California. RCM and its predecessors have over 25 years of
experience in investing in equity securities. It currently provides investment
management services to institutional and individual clients and registered
investment companies with aggregate assets in excess of $25 billion. (See
ORGANIZATION AND MANAGEMENT.) The Custodian of the Fund's assets is State
Street Bank and Trust Company.

WHAT ARE SOME OF THE POTENTIAL INVESTMENT RISKS?

Investment in equity and equity-related securities of technology companies
involves significant risks, some of which are not typically associated with
investment in securities of other issuers. These include substantial
competitive and pricing pressures, rapid product obsolescence, dependence on
extensive research and development, and sensitivity to changes in governmental
regulations and policies.
The Fund's investments will be focused in the technology sector of the U.S. and
foreign economies. As a result of the Fund's focus on a single sector, the
Fund's net asset value may be more volatile in price than the net asset value of
a company with a more broadly diversified portfolio.
Investment in securities of foreign companies involves significant additional
risks, including fluctuations in foreign exchange rates, political or economic
instability in the country of issue, and the possible imposition of exchange
controls or other laws or restrictions. Foreign issuers generally are not
subject to accounting and financial reporting standards or to other regulatory
practices and requirements comparable to those applicable to U.S. issuers.
There is generally less government regulation of securities markets, exchanges
and dealers than in the United States, and the costs associated with
transactions in and custody of securities traded on foreign markets are higher
than in the U.S.

DOES THE FUND HEDGE ITS INVESTMENTS?

The Fund may use a variety of techniques to hedge its investment and other
risks. These include currency management techniques; options on securities,
indices and currencies; financial and foreign currency futures contracts and
options; and currency and interest rate swaps. Each of these hedging techniques
also involves certain risks. (See INVESTMENT OBJECTIVES AND POLICIES and
INVESTMENT AND RISK CONSIDERATIONS.)

IS THERE A MINIMUM INVESTMENT?

There is no minimum initial investment for investors purchasing shares through a
broker-dealer or other financial institution having a service agreement with the
Investment Manager and maintaining an omnibus account with the Fund, such as
______________________. For other investors, the minimum initial investment is
$10,000, and the minimum subsequent investment is $500. Shares may be purchased
at the net asset value per share next calculated after an order is received in
proper form, plus a sales charge if applicable. (See HOW TO PURCHASE SHARES.)

-4-
<PAGE>

CAN I REDEEM SHARES AT ANY TIME?

You may redeem your shares at any time at their net asset value, without a
redemption charge. (See REDEMPTION OF SHARES.)

-5-
<PAGE>

SUMMARY OF FEES AND EXPENSES

WHAT EXPENSES WILL THE FUND INCUR?

The following information is designed to help you understand various costs and
expenses of the Fund that an investor may bear directly or indirectly. The
information is based on the Fund's expected expenses for its first year of
operation, and should not be considered a representation of future expenses or
returns. Actual expenses and returns may be greater or less than those shown
below.

STOCKHOLDER TRANSACTION EXPENSES

Maximum sales load imposed on purchases (as a
percentage of offering price)* 5.50%

Sales load imposed on reinvested dividends None

Deferred sales loads None

Redemption fees None

ANNUAL FUND OPERATING EXPENSES

Investment management fees 1.00%

12b-1 expenses None

Other expenses
(after expense reduction**) 0.75%

Total Fund operating expenses
(after expense reduction**) 1.75%

Example of Portfolio Expenses 1 Year 3 Years
- ----------------------------- ------ -------
You would pay the following total
expenses on a $1,000 investment,
assuming (1) a 5% annual
return and (2) redemption
at the end of each time period $75 $117

* Sales charges are reduced for purchases of $1,000,000 or more, and are
waived for certain persons. (See HOW TO PURCHASE SHARES.)

** The Investment Manager has voluntarily agreed, until at least December 31,
1996, to pay the Fund on a quarterly basis the amount, if any, by which certain
ordinary operating expenses of the Fund exceed the annual rate of 1.75% of the
average daily net assets of the Fund. In subsequent years, the Fund will
reimburse the Investment Manager for any such payments to the extent that the
Fund's operating expenses are otherwise below this expense cap. (See
ORGANIZATION AND MANAGEMENT.) Other expenses and total Fund operating expenses
for the first year of operation of the Fund, without expense reduction, are
estimated to be 2.36% and 3.36%, respectively, of the Fund's average daily net
assets.

-6-
<PAGE>
In accordance with applicable regulations of the Securities and Exchange
Commission (the "SEC" or "Commission"), the Example of Portfolio Expenses
assumes that (1) the percentage amounts listed under Annual Fund Operating
Expenses remain the same in each of the one and three year periods; and (2) all
dividends and distributions are reinvested by the stockholder. SEC regulations
require that the example be based on a $1,000 investment, although the minimum
initial purchase of Fund shares may be different. (See HOW TO PURCHASE SHARES.)

For more information concerning fees and expenses of the Fund, see ORGANIZATION
AND MANAGEMENT and DIVIDENDS, DISTRIBUTIONS AND TAXES.

-7-
<PAGE>

FINANCIAL HIGHLIGHTS

The following financial highlights are included to assist stockholders in
evaluating the performance of the Fund for the period from the commencement of
its operations on December 27, 1995 through June 30, 1996. The information for
the period from December 27, 1995 through December 31, 1995 has been derived
from financial statements and financial highlights audited by Coopers & Lybrand
LLP, whose report thereon was unqualified. The information with respect to the
six months ended June 30, 1996 has been prepared by the Company and is not
audited. The information should be read in conjunction with the Fund's
financial statements and notes thereto, which appear in the 1995 Annual Report
to Stockholders and the 1996 Semi-Annual Report to Stockholders incorporated by
reference in the Statement of Additional Information.

December 27, 1995
Six months ended (commencement of
June 30, 1996 operations) to
(Unaudited) December 31, 1995

PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 10.04 $ 10.00
Net investment loss (0.05)+
Net realized and unrealized gain 1.39 0.04
on investments
Net increase in net asset value 1.34 0.04
resulting from investment operations

NET ASSET VALUE, END OF PERIOD $ 11.38 $ 10.04

TOTAL RETURN* 13.35% 0.40%

RATIOS AND SUPPLEMENTAL DATA:
Average commission rate paid per share $0.05630 $0.05013

Net assets, end of period (in 000's) $ 2,695 $ 954

Ratio of expenses to average net assets 1.70%+ $ 0.00%++

Ratio of net investment loss to average (1.15%)+ (0.02%)++
net assets
Portfolio turnover 85.78%** 0.00%++

________________________

+ Includes reimbursement by the Investment Manager of certain ordinary
operating expenses equal to $0.40 per share. Without such reimbursement,
the ratio of expenses to average net assets would have been 11.73%
(annualized) and the ratio of net investment loss to average net assets
would have been (11.17%) (annualized).

* Total return measures the change in value of an investment over the period
indicated.

-8-
<PAGE>

++ Not annualized. Fund was in operation for five days, ratios are not
meaningful.

** Not annualized.

INVESTMENT OBJECTIVE AND POLICIES

WHAT IS THE FUND'S OBJECTIVE?

The Fund's investment objective is to seek appreciation of capital, primarily
through investment in equity and equity-related securities of domestic and
foreign technology companies. Under normal market conditions, the Fund will
invest at least 65% of the value of its total assets in such securities. The
Fund's investments will be chosen primarily with regard to their potential for
capital appreciation; current income will be considered only as part of total
return and will not be emphasized. There can be no assurance that the Fund's
investment objective will be met.

HOW DOES THE FUND SELECT SECURITIES FOR ITS PORTFOLIO?

The Fund intends to invest primarily in equity and equity-related securities of
high quality growth companies. In most cases, these companies will have one or
more of the following characteristics: superior management; strong balance
sheets; differentiated or superior products or services; substantial capacity
for growth in revenue, through either an expanding market or through expanding
market share; strong commitment to research and development; or a steady stream
of new products and services.

There is no limitation on the market capitalization of the companies in which
the Fund will invest. However, as of the date of this Prospectus, the
Investment Manager intends to invest primarily in equity and equity-related
securities of companies with market capitalizations in excess of $500 million,
and does not intend to invest more than 15% of the value of the Fund's total
assets in securities of companies with market capitalizations below $100 million
at the time of purchase.

-9-
<PAGE>

WHAT ARE TECHNOLOGY COMPANIES?

Technology companies are issuers whose revenues are primarily generated by
technology products, including but not limited to computers and peripheral
products, software, electronic components and systems, communications equipment
and services, media and information services, pharmaceuticals, hospital supply
and medical devices, biotechnology, environmental services, chemicals and
synthetic materials, and defense and aerospace products and services.
Investments may also include companies that should significantly benefit from
the commercialization of technological advances even if they are not directly
involved in research and development. The types of companies that the Fund may
invest in will be broadly interpreted by the Investment Manager so that the Fund
will be positioned to benefit from holdings in all companies that may benefit
from technological advances.

WHAT ARE EQUITY AND EQUITY-RELATED SECURITIES?

"Equity and equity-related securities" in which the Fund has the authority to
invest include common stock, preferred stock, convertible preferred stock,
convertible debt obligations, warrants or other rights to acquire stock, and
options on stock and stock indexes. In addition, equity and equity-related
securities may include securities sold in the form of depository receipts and
securities issued by other investment companies. The Fund currently intends to
invest primarily in common stock and depository receipts.

WHAT KINDS OF FOREIGN SECURITIES WILL THE FUND INVEST IN?

Under normal market conditions, as a fundamental policy which cannot be changed
without stockholder approval, the Fund's assets will be invested in equity and
equity-related securities of companies organized or headquartered in at least
three different countries (one of which will be the United States).
The portion of the Fund's assets invested in foreign securities will vary from
time-to-time, depending on the Investment Manager's view of foreign investment
opportunities and risks, but will not exceed 50% of the value of the Fund's
total assets. For purposes of this restriction, "foreign securities" includes
(i) securities of companies that are organized or headquartered, or whose
operations principally are conducted, outside the United States; (ii) securities
that are principally traded outside the United States, regardless of where the
issuer of such securities is organized or headquartered or where its operations
principally are conducted; (iii) depository receipts; and (iv) securities of
other investment companies investing primarily in such equity and equity-related
securities.

Under normal market conditions, the Fund will not invest more than 25% of the
value of its total assets in securities of issuers that are organized or
headquartered in any one foreign country, other than Japan. In evaluating
particular investment opportunities, the Investment Manager may consider, in
addition to the factors described above, the anticipated economic growth rate,
the political outlook, the anticipated inflation rate, the currency outlook, and
the interest rate environment for the country and the region in which a
particular company is located, as well as other factors it deems relevant.
The Fund expects that its investments in foreign securities will be comprised
primarily of securities that are traded on recognized foreign securities
exchanges. However, the Fund also may invest in securities that are traded only
over-the-counter, either in the United States or in foreign markets, when the
Investment Manager believes that such securities meet the Fund's investment
criteria. Subject to the Fund's restrictions on investment in foreign securities
(see WHAT OTHER INVESTMENT PRACTICES SHOULD I KNOW ABOUT?), the Fund also may
invest in securities that are not publicly traded either in the U.S. or in
foreign markets.

-10-
<PAGE>

WILL THE FUND INVEST IN EMERGING MARKET COUNTRIES?

The Fund may invest up to 20% of the value of its total assets in securities of
companies that are organized or headquartered in emerging market countries.
However, the Fund will not invest more than 10% of the value of its total assets
in securities of issuers that are organized or headquartered in any one emerging
market country. The term "emerging market countries" includes any country that
is generally considered to be an emerging or developing country by the World
Bank, the International Finance Corporation, the United Nations or its
authorities, or other reputable financial institutions. As of the date of this
Prospectus, the term "emerging market countries" is deemed for purposes of this
Prospectus to include all foreign countries other than Australia, Austria,
Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy,
Japan, Luxembourg, Malaysia, The Netherlands, New Zealand, Norway, Portugal,
Singapore, Spain, Sweden, Switzerland, and the United Kingdom.

DOES THE FUND BUY AND SELL FOREIGN CURRENCY?

The Fund presently expects to purchase or sell foreign currency primarily to
settle foreign securities transactions. However, the Fund may also engage in
currency management transactions to hedge currency exposure related to
securities it owns or that it anticipates purchasing. (See DOES THE FUND HEDGE
ITS INVESTMENTS?)

For purposes of the percentage limitations on the Fund's investments in foreign
securities, the term "securities" does not include foreign currencies. This
means that the Fund could have more than the percentages of its total assets
indicated above denominated in foreign currencies or multinational currency
units such as the European Currency Unit (a "basket" comprised of specified
amounts of currencies of certain of the members of the European Community). As
a result, gains in a particular securities market may be affected, either
positively or negatively, by changes in exchange rates.

DOES THE FUND HEDGE ITS INVESTMENTS?

For hedging purposes, the Fund may purchase options with respect to securities
that are eligible for purchase by the Fund and with respect to stock indices.
If the Fund purchases a "put" option on a security, the Fund acquires the right
to sell the underlying security at a specified price at any time during the term
of the option (for "American-style" options) or on the option expiration date
(for "European-style" options). If the Fund purchases a "call" option on a
security, it acquires the right to purchase the underlying security at a
specified price at any time during the term of the option (or on the option
expiration date). An option on a stock index gives the Fund the right to a
payment of cash equal to the difference between the closing price of the index
and the exercise price of the option. Prior to exercise or expiration, an
option may be sold by the Fund when it has remaining value through a "closing
sale transaction," which is accomplished by selling an option of the same series
as the option previously purchased.

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

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The Fund may cross-hedge currencies, which involves writing or purchasing
options or entering into foreign exchange contracts on one currency to hedge
against changes in exchange rates for a different currency, if in the judgment
of the Investment Manager there is a pattern of correlation between the two
currencies. In addition, the Fund may hold foreign currency received in
connection with investments in foreign securities when, in the judgment of the
Investment Manager, it would be beneficial to convert such currency into U.S.
dollars at a later date, based on anticipated changes in the relevant exchange
rates. The Fund is also authorized to employ currency management techniques to
enhance its total return, although it presently does not intend to do so.

WHAT OTHER INVESTMENT PRACTICES SHOULD I KNOW ABOUT?

DEPOSITORY RECEIPTS. The Fund may invest in securities of foreign companies in
the form of American Depository Receipts ("ADRs"), European Depository Receipts
("EDRs"), Global Depository Receipts ("GDRs"), or other similar instruments
representing securities of foreign companies. ADRs are receipts that typically
are issued by an American bank or trust company, and represent the right to
receive securities of foreign companies deposited in the domestic bank or a
correspondent bank. EDRs and GDRs are receipts issued by a non- U.S. financial
institution evidencing a similar arrangement. Where it is possible to invest
either in an ADR, EDR, or GDR, or to invest directly in the underlying security,
the Fund will evaluate which investment opportunity is preferable, based on
price differences, relative trading volume, anticipated liquidity, differences
in currency risk, and other factors.

Although investment in ADRs involves less currency risk than investment in the
underlying securities, depository receipts may have risks that are similar to
those of foreign equity securities. Therefore, for purposes of the Fund's
investment policies and restrictions, depository receipts will be treated as
foreign equity securities, based on the country in which the underlying issuer
is organized or headquartered. (See WHAT KINDS OF FOREIGN SECURITIES WILL THE
FUND INVEST IN?)

OTHER INVESTMENT COMPANIES. The laws of some foreign countries may make it
difficult or impossible for the Fund to invest directly in issuers organized or
headquartered in those countries, or may place limitations on such investments.
The only practical means of investment in such issuers may be through investment
in other investment companies that in turn are authorized to invest in the
securities of such issuers. In such cases and in other appropriate
circumstances, and subject to the restrictions referred to above
regarding investments in companies organized or headquartered in foreign
countries (see WHAT KINDS OF FOREIGN SECURITIES WILL THE FUND INVEST IN?), the
Fund may invest up to 10% of the value of its total assets in other investment
companies. However, the Fund may not invest more than 5% of the value of its
total assets in the securities of any one investment company or acquire more
than 3% of the voting securities of any other investment company.

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

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

The value of securities of any issuer in which the Fund maintains a short
position that is not "against the box" may not exceed the lesser of 2% of the
value of the Fund's net assets or 2% of the securities of such class of the
issuer. The Fund's ability to enter into short sales transactions is limited by
the requirements of the Investment Company Act of 1940 (the "1940 Act"), and by
the Internal Revenue Code (the "Code") with respect to the Fund's qualification
as a regulated investment company. (See DIVIDENDS, DISTRIBUTIONS AND TAXES.)
WHEN ISSUED, FIRM COMMITMENT AND DELAYED SETTLEMENT TRANSACTIONS. The Fund may
purchase securities on a delayed delivery or "when issued" basis and may enter
into firm commitment agreements (transactions in which the payment obligation
and interest rate are fixed at the time of the transaction but the settlement is
delayed). Delivery and payment for these securities typically occur 15 to 45
days after the commitment to purchase, but delivery and payment can be scheduled
for shorter or longer periods, based upon the agreement of the buyer and the
seller. No interest accrues to the purchaser during the period before delivery.
The Fund normally 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 value of the securities at settlement may be more or
less than the agreed upon price.

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. To the extent that assets are segregated for
this purpose, the Fund's liquidity and the ability of the Investment Manager to
manage its portfolio may be adversely affected.

DEBT SECURITIES. The Fund may invest in short-term debt obligations (with
maturities of less than one year) of the U.S. Government and foreign governments
and their respective agencies, instrumentalities and authorities, debt
obligations issued or guaranteed by international or supranational governmental
entities, and debt obligations of domestic and foreign corporate issuers. Such
debt obligations will be rated, at the time of purchase, BBB or higher by
Standard & Poor's Corporation ("Standard & Poor's"), Baa or higher by Moody's
Investor Services, Inc. ("Moody's"), or equivalent ratings by other rating
organizations, or if unrated will be determined by the Investment Manager to be
of comparable investment quality. These securities are of investment grade,
which means that their issuers are believed to have adequate capacity to pay
interest and repay principal, although certain of such securities in the lower
grades have speculative characteristics, and changes in economic conditions or
other circumstances may be more likely to lead to a weakened capacity to pay
interest and principal than would be the case with higher-rated securities.

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<PAGE>

Under normal market conditions, no more than 10% of the value of the Fund's
total assets will be invested in such obligations. However, during times when
the Investment Manager believes a temporary defensive posture is warranted,
including times involving international, political or economic uncertainty, the
Fund may hold all or a substantial portion of its assets in such debt
obligations. When the Fund is so invested, it may not be achieving its
investment objective.

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

A reverse repurchase agreement involves a transaction by which a borrower (such
as the Fund) sells a security to a purchaser (a member bank of the Federal
Reserve System or a recognized securities dealer) and simultaneously agrees to
repurchase the security at an agreed-upon price on an agreed-upon date within a
number of days (usually not more than seven) from the date of purchase.

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

ILLIQUID SECURITIES. The Fund may invest up to 15% of the value of its net
assets in illiquid securities. Securities may be considered illiquid if the
Fund cannot reasonably expect to receive approximately the amount at which the
Fund values such securities within seven days. The Investment Manager has the
authority to determine whether specific securities are liquid or illiquid
subject to policies established by the Company's Board of Directors.

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

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<PAGE>

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

CAN THE FUND'S OBJECTIVE AND POLICIES BE CHANGED?

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

The various percentage limitations referred to in this Prospectus apply
immediately after a purchase or initial investment, and except as specifically
indicated to the contrary, any subsequent change in any applicable percentage
resulting from market fluctuations will not require elimination of any security
from the Fund's portfolio.

WHAT IS THE FUND'S PORTFOLIO TURNOVER RATE?

The Fund may invest in securities on either a long-term or short-term basis.
The Investment Manager anticipates that the Fund's annual portfolio turnover
rate should not exceed 150%, but the turnover rate will not be a limiting factor
when the Investment Manager deems portfolio changes appropriate. Securities in
the Fund's portfolio will be sold whenever the Investment Manager believes it is
appropriate to do so, regardless of the length of time that securities have been
held, and securities may be purchased or sold for short-term profits whenever
the Investment Manager believes it is appropriate or desirable to do so.
Turnover will be influenced by sound investment practices, the Fund's investment
objective and the need for funds for the redemption of the Fund's shares.

Because the Investment Manager will purchase and sell securities for the Fund's
portfolio without regard to the length of the holding period for such
securities, it is possible that the Fund's portfolio will have a higher turnover
rate than might be expected for investment companies that invest substantially
all of their funds for long-term capital appreciation or generation of current
income. A high portfolio turnover rate would increase aggregate brokerage
commission expenses and other transaction costs, which must be borne directly by
the Fund and ultimately by the Fund's stockholders, and may under certain
circumstances make it more difficult for the Fund to qualify as a regulated
investment company under the Internal Revenue Code. (See DIVIDENDS,
DISTRIBUTIONS AND TAXES.)

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INVESTMENT AND RISK CONSIDERATIONS

Investment in the Fund is subject to a variety of risks, including the
following:

RISKS OF INVESTING IN TECHNOLOGY STOCKS.

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

RISKS OF INVESTING IN FOREIGN MARKETS GENERALLY.

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

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

RISKS OF INVESTING IN SMALLER CAPITALIZATION COMPANIES.

Investing in securities of issuers with market capitalizations below $100
million at or near the time of purchase ("smaller capitalization companies")
involves greater risk and the possibility of greater portfolio price volatility
than investing in larger capitalization companies. For example, smaller
capitalization companies may have less certain growth prospects, may be more
sensitive to changing economic conditions, may have more limited financial and
management resources, and may have less liquid markets for their securities,
than larger, more established firms.

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RISKS OF INVESTING IN EMERGING MARKET SECURITIES.

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

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

RISKS OF HEDGING TECHNIQUES.

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

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

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

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<PAGE>

RISKS OF SHORT SELLING.

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

WHAT OTHER RISK FACTORS SHOULD I BE AWARE OF?

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

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

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

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

ORGANIZATION AND MANAGEMENT

WHO MANAGES THE FUND?

The Company was incorporated in Maryland in September 1995, and is an open-end
management investment company or mutual fund. The Company's Board of Directors
has overall responsibility for the operation of the Fund. Pursuant to such
responsibility, the Board has approved contracts for various financial
organizations to provide, among other things, day-to-day management services
required by the Fund.

The Company, on behalf of the Fund, has retained as the Fund's Investment
Manager RCM Capital Management, L.L.C. (the "Investment Manager"), a Delaware
limited liability company with principal offices at Four Embarcadero Center,
Suite 3000, San Francisco, California 94111. The Investment Manager provides
the Fund with investment supervisory services pursuant to an Investment
Management Agreement, Power of Attorney and Service Agreement (the "Management
Agreement") dated June 14, 1996. The Investment Manager manages the Fund's
investments. provides various administrative services, and supervises the Fund's
daily business affairs, subject to the authority of the Board of Directors.

The Investment Manager is actively engaging providing investment supervisory
services to institutional and individual clients, and is registered under the
Investment Advisers Act of 1940. The Investment Manager was established in
April 1996, as the successor to the business and operations of RCM Capital
Management, a California Limited Partnership, which, with its predecessors, has
been in operation since 1970. The Investment Manager is a wholly owned
subsidiary of Dresdner Bank AG ("Dresdner"), an international banking
organization with principal executive offices located in Frankfurt, Germany.

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

The Investment Manager has a long history of investing in technology stocks.
Its technology analysts have been researching technology companies for purchase
in domestic equity portfolios for more than 20 years, and have been managing
technology portfolios for more than 10 years. The technology team consults
regularly with the senior members of the Investment Manager's equity portfolio
management team concerning the prospects for the technology industry generally
as well as specific technology companies. The equity investment process also
incorporates the Investment Manager's own macroeconomic views of the economy.

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

Walter C. Price, Jr. and Huachen Chen, each a Principal of the Investment
Manager, are the primary portfolio managers for the Fund. They have managed
equity portfolios on behalf of the Investment Manager since 1985.

WHAT ARE THE FUND'S MANAGEMENT FEES?

For the services rendered by the Investment Manager under the Management
Agreement, the Fund will pay a monthly fee to the Investment Manager based on
the average daily net assets of the Fund, at the annualized rate of 1.00% of the
value of the Fund's average daily net assets.

WHAT OTHER EXPENSES DOES THE FUND PAY?

The Fund is responsible for the payment of its operating expenses, including
brokerage and commission expenses; taxes levied on the Fund; interest charges on
borrowings (if any); charges and expenses of the Fund's custodian; investment
management fees due to the Investment Manager; fees paid pursuant to the Fund's
Rule 12b-1 plan; and all of the Fund's other ordinary operating expenses (e.g.,
legal and audit fees, securities registration expenses, and compensation of
non-interested directors of the Company).

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<PAGE>

To limit the expenses of the Fund, the Investment Manager has agreed, until at
least December 31, 1996, to pay the Fund on a quarterly basis the amount, if
any, by which the ordinary operating expenses of the Company attributable to the
Fund for the quarter (except interest, taxes and extraordinary expenses) exceed
the annual rate of 1.75% of the value of the average daily net assets of the
Fund. The Fund will reimburse the Investment Manager for fees deferred or other
expenses paid by the Investment Manager pursuant to this agreement in later
years in which operating expenses for the Fund are otherwise less than such
expense limitation. Accordingly, until all such amounts are reimbursed, the
Fund's expenses will be higher, and its total return will be lower, than would
otherwise have been the case. No interest, carrying or finance charge will be
paid by the Fund with respect to any amounts representing fees deferred or other
expenses paid by the Investment Manager. In addition, the Fund will not be
required to repay any unreimbursed amounts to the Investment Manager upon
termination of the Management Agreement.

HOW DOES THE FUND DECIDE WHICH BROKERS TO USE?

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

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

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

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<PAGE>

WHO IS THE FUND'S DISTRIBUTOR?

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

WHO ARE THE FUND'S CUSTODIAN AND TRANSFER AGENT?

State Street Bank and Trust Company acts as the Fund's custodian, transfer
agent, redemption agent and dividend paying agent (the "Custodian"). The
Custodian's principal business address is 1776 Heritage Drive, North Quincy,
Massachusetts 02171.

HOW TO PURCHASE SHARES

WHAT IS THE OFFERING PRICE FOR SHARES OF THE FUND?

Shares of the Fund are offered on a continuous basis at the offering price next
determined after receipt of an order in proper form. The offering price is the
net asset value per share plus a sales charge, if applicable. There is no
minimum initial investment for investors purchasing shares through a
broker-dealer or other financial institution having a service agreement with the
Investment Manager and maintaining an omnibus account with the Fund, such as
_______________________. For other investors, the initial investment must be at
least $10,000, and there is a $500 minimum for additional investments other than
through the Fund's automatic dividend reinvestment plan. (See STOCKHOLDER
SERVICES.)

IS THERE A SALES CHARGE?

The sales charges you pay when purchasing shares of the Fund are set forth
below:

Sales Charges as Percentage of the:
-----------------------------------

Dealer Commission
Amount of Purchase at Net Amount as Percentage of
the Offering Price Invested Offering Price the Offering Price
- --------------------- ---------- -------------- ------------------

Less than $1,000,000

$1,000,000 or more but
less than $_____________

$___________ or more

Commissions will be paid by the Distributor to dealers who initiate and are
responsible for purchases of $__ million or more and for purchases made at net
asset value by certain retirement plans of organizations with 50 or more
eligible employees as set forth in the Statement of Additional Information.

-22-
<PAGE>

WHEN IS THE SALES CHARGE WAIVED OR REDUCED?

NET ASSET VALUE PURCHASES. The Fund may sell shares at net asset value to:

(1) persons who were shareholders of the Fund as of December __, 1996;

(2) current or retired directors, officers and employees of the Fund, the
Distributor, the Investment Manager, certain family members of the above
persons, and trusts or plans primarily for such persons;

(3) current or retired registered representatives or full-time employees and
their spouses and minor children of dealers having selling group agreements with
the Distributor and plans for such persons;

(4) shareholders and former shareholders of another mutual fund which has a
sales charge and is not a series of the Company, so long as shares of the Fund
are purchased with the proceeds of a redemption, made within 60 days of the
purchase, of shares of such other mutual fund (to obtain this benefit, the
redemption check, endorsed to the Company, or a copy of the confirmation showing
the redemption, must be forwarded to the Company;

(5) companies or other entities exchanging securities with the Fund through a
merger, acquisition or exchange offer;

(6) trustees or other fiduciaries purchasing shares for certain retirement
plans of organizations with 50 or more eligible employees;

(7) participants in certain pension, profit-sharing or employee benefit plans
that are sponsored by the Distributor and its affiliates;

(8) investment advisers and financial planners who place trades for their own
accounts or the accounts of their clients and who charge a management,
consulting or other fee for their services;

(9) clients of investment advisers and financial planners referred to in item
(7) who place trades for their own accounts if the accounts are linked to the
master account of the investment adviser or financial planner on the books and
records of a broker, agent, investment adviser or financial institution;

(10) employee-sponsored benefit plans in connection with purchases of shares of
the Fund made as a result of participant-directed exchanges between options in
such a plan;

(11) "wrap accounts" for the benefit of clients of broker-dealers, financial
institutions or financial planners having sales or service agreements with the
Distributor or another broker-dealer or financial institution with respect to
sales of shares of the Fund; and

(12) such other persons as are determined by the Board of Directors (or by the
Distributor pursuant to guidelines established by the Board) to have acquired
shares under circumstances not involving any sales expenses to the Fund or the
Distributor.

-23-
<PAGE>

Shares are offered at net asset value to these persons and organizations due to
anticipated economies in sales effort and expense. No sales charges are imposed
on Fund shares purchased upon the reinvestment of dividends and distributions,
or upon an exchange of shares from other series of the Company.

AGGREGATION. Sales charge discounts on purchases of shares of the Fund are
available for certain aggregated investments. Investments which may be
aggregated include those by you, your spouse and your children under the age of
21, if all parties are purchasing shares for their own accounts, which may
include purchases through employee benefit plans such as an IRA, individual-type
403(b) plan or single-participant Keogh-type plan or by a business solely
controlled by these individuals (for example, the individuals own the entire
business) or by a trust (or other fiduciary arrangement) solely for the benefit
of these individuals. Individual purchases by trustees or other fiduciaries may
also be aggregated if the investments are (1) for a single trust estate or
fiduciary account, including an employee benefit plan other than those
described above, or (2) made for two or more employee benefit plans of a single
employer or affiliated employers as defined in the 1940 Act, again excluding
employee benefit plans described above, or (3) for a common trust fund or other
pooled account not specifically formed for the purpose of accumulating Fund
shares. Purchases made for nominee or street name accounts (securities held in
the name of a dealer or another nominee such as a bank trust department instead
of the customer) may not be aggregated with those made for other accounts and
may not be aggregated with other nominee or street name accounts unless
otherwise qualified as described above.

CONCURRENT PURCHASES. To qualify for a reduced sales charge, you may combine
concurrent purchases of shares of two or more series of the Company. For
example, if you concurrently invest $500,000 in the Fund and $500,000 in another
series of the Company, the sales charge would be reduced to reflect a $1,000,000
purchase.

RIGHT OF ACCUMULATION. The sales charge for your investment may also be reduced
by taking into account your existing holdings in the Fund and the other series
of the Company. See the account application and Statement of Additional
Information for further details.

LETTER OF INTENT. You may reduce sales charges on all investments by meeting
the terms of a letter of intent, a non-binding commitment to invest a certain
amount within a 13-month period. Your existing holdings in the Fund and the
other series of the Company may also be combined with the investment commitment
set forth in the letter of intent to further reduce your sales charge. Up to 5%
of the letter amount will be held in escrow to cover additional sales charges
which may be due if your total investments over the letter period are not
sufficient to qualify for a sales charge reduction. See the account application
and Statement of Additional Information for further details.

HOW CAN I PURCHASE SHARES OF THE FUND?

Investors or their duly authorized agents may purchase shares by sending a
signed, completed subscription form to the Company at P.O. Box 5187, Boston,
Massachusetts 02206-5187, and paying for the shares as described below. Shares
may also be purchased through certain brokers which have entered into a selling
group agreement with the Distributor. Brokers may charge a fee for their
services at the time of purchase or redemption. Subscription forms can be
obtained from the Company.

-24-
<PAGE>

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

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

WHERE SHOULD I SEND MY SUBSCRIPTION PAYMENT?

Payment for shares purchased should be made by check or money order, made
payable to RCM Global Technology Fund and sent to:

RCM Equity Funds, Inc.
P.O. Box 5187
Boston, MA 02206-5187

Attn: RCM Global Technology Fund
Account I006

Investors may also wire funds in payment of subscriptions to the following
address. Wired funds should include the stockholder's registration name and
account number with the Company and the name of the Fund.

WIRE TRANSFERS TO:

State Street Bank and Trust Co., Boston, MA
ABA #011-000028
BFN=RCM Global Technology Fund
AC# 5627-594-4
FBO=[Name of Stockholder]

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

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

-25-
<PAGE>

CAN I PAY FOR SHARES WITH INVESTMENT SECURITIES?

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

HOW ARE SHARES PRICED?

The net asset value of each share of the Fund on which the subscription and
redemption prices are based is determined by the sum of the market value of the
securities and other assets owned by the Fund less its liabilities, computed in
accordance with the Company's Articles of Incorporation and Bylaws. The net
asset value of a share is the quotient obtained by dividing the net assets of
the Fund (i.e., the value of the assets of the Fund less its liabilities,
including expenses payable or accrued but excluding capital stock and surplus)
by the total number of shares of the Fund outstanding. The net asset value of
the Fund's shares will be calculated as of the close of regular trading on the
New York Stock Exchange, currently 4:00 p.m. Eastern Time, on each day that the
New York Stock Exchange is open for trading.

STOCKHOLDER SERVICES

WHAT SERVICES ARE PROVIDED TO STOCKHOLDERS?

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

EXCHANGE PRIVILEGE. You may exchange shares of the Fund into shares of any
other series of the Company, without a sales charges or other fee, by writing to
the Company at the address on the front page of this Prospectus. Before
affecting an exchange, you should obtain the currently effective prospectus of
the series into which the exchange is to be made. Exchange purchases are
subject to the minimum investment requirements of the series purchased. An
exchange will be treated as a redemption and purchase for tax purposes.

-26-
<PAGE>

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

ACCOUNT STATEMENTS. Your account is opened in accordance with your registration
instruction. Transactions in the account, such as additional investments and
dividend reinvestment, will be reflected on regular confirmation statements from
the Company.

REPORTS TO STOCKHOLDERS. The fiscal year of the Fund ends on December 31 of
each year. The Fund will issue to its stockholders semi-annual and annual
reports; each annual report will contain a schedule of the Fund's portfolio
securities, audited annual financial statements, and information regarding
purchases and sales of securities during the period covered by the report as
well as information concerning the Fund's performance in accordance with rules
promulgated by the SEC. In addition, stockholders will receive quarterly
statements of the status of their accounts reflecting all transactions having
taken place within that quarter. The federal income tax status of stockholders'
distributions will also be reported to stockholders after the end of each fiscal
year.

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

REDEMPTION OF SHARES

HOW DO I REDEEM MY SHARES?

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

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

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

-27-
<PAGE>

WHEN WILL I RECEIVE MY REDEMPTION PAYMENT?

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

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

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

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

WHAT ELSE SHOULD I KNOW ABOUT REDEMPTIONS?

REINSTATEMENT PRIVILEGE. You may reinvest proceeds from a redemption of shares
of the Fund, or proceeds of a dividend or capital gain distribution paid to you
with respect to shares of the Fund, without a sales charge in the Fund or any
other series of the Company. Send a written request and a check to the Company
within 90 days after the date of the redemption, dividend or distribution.
Reinvestment will be at the next calculated net asset value after receipt. The
tax status of a gain realized on a redemption will not be affected by exercise
of the reinstatement privilege, but a loss may be nullified if you reinvest in
the same series within 30 days.

INVOLUNTARY REDEMPTION. In order to reduce expenses of the Fund, the Company
may redeem all of the shares of any investor whose account has a net asset value
of less than $10,000 due to redemptions (other than a shareholder who is a
participant in a qualified retirement plan). The Company will give such
investors 60 days' prior written notice in which to purchase sufficient
additional shares to avoid such redemption.

INVESTMENT RESULTS

-28-
<PAGE>

WILL THE FUND REPORT ITS PERFORMANCE?

The Fund may, from time-to-time, include information on its investment results
and/or comparisons of its investment results to various unmanaged indices (which
generally do not reflect deductions for administrative and management costs and
expenses), indexes prepared by consultants, mutual fund ranking entities, and
financial publications, or results of other mutual funds or groups of mutual
funds, in advertisements or in reports furnished to present or prospective
investors. Investment results will include information calculated on a total
return basis. Such indexes and rankings may include the following, among
others:

1. The Standard & Poor's 500 Composite Index.

2. The Russell Midcap Index.

3. The Lipper Science & Technology Fund Index.

4. The Hambrecht & Quist Technology Index.

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

WHAT DIVIDENDS DOES THE FUND PAY?

It is the intention of the Fund to distribute to its stockholders all of each
fiscal year's net investment income and net realized capital gains, if any, on
the Fund's investment portfolio. The amount and time of any such distribution
must necessarily depend upon the realization by the Fund of income and capital
gains from investments. Any dividend or distribution received by a stockholder
on shares of the Fund shortly after the purchase of such shares by the
stockholder will have the effect of reducing the net asset value of such shares
by the amount of such dividend or distribution.

WHAT TAXES WILL I PAY ON FUND DIVIDENDS?

Dividends generally are taxable to stockholders at the time they are paid.
However, dividends declared in October, November and December by the Fund and
made payable to stockholders of record in such a month are treated as paid and
are thereby taxable as of December 31, provided that the Fund pays the dividend
no later than January 31 of the following year.

Federal law requires the Company to withhold 31% of income from dividends,
capital gains distributions and/or redemptions that occur in certain stockholder
accounts if the stockholder has not properly furnished a certified correct
Taxpayer Identification Number and has not certified that withholding does not
apply. Amounts withheld are applied to the stockholder's federal tax liability,
and a refund may be obtained from the Internal Revenue Service if withholding
results in an overpayment of taxes. Under the Code, distributions of net
investment income and net long-term capital gains by the Fund to a stockholder
who, as to the United States, is a nonresident alien individual, nonresident
alien fiduciary of a trust or estate, foreign corporation, or foreign
partnership may also be subject to U.S. withholding tax.

-29-
<PAGE>

WILL THE FUND ALSO PAY TAXES?

The Company intends to qualify the Fund as a "regulated investment company"
under Subchapter M of the Code. By complying with the applicable provisions of
the Code, the Fund will not be subject to federal income taxes with respect to
net investment income and net realized capital gains distributed to its
stockholders.

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

WHEN WILL I RECEIVE TAX INFORMATION?

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

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

GENERAL INFORMATION

WHAT OTHER INFORMATION SHOULD I KNOW ABOUT THE FUND?

The Company was incorporated in Maryland on September 7, 1995. The authorized
capital stock of the Company is 1,000,000,000 shares of capital stock (par value
$.0001 per share), of which __________ shares have been designated as shares of
RCM Global Health Care Fund, 50,000,000 shares have been designated as shares of
RCM Global Technology Fund, _________ shares have been designated as shares of
RCM Global Small Cap Fund, and ________ shares have been designated as shares of
RCM Large Cap Growth Fund. The Company's Board of Directors may, in the future,
authorize the issuance of other classes of shares of the Fund (with, for
example, different sales loads, or other distribution or service fee
arrangements), or of other series of capital stock representing shares of
additional investment portfolios or funds.

-30-
<PAGE>

All shares of the Company have equal voting rights and will be voted in the
aggregate, and not by series, except where voting by series is required by law
or where the matter involved affects only one series. There are no conversion
or preemptive rights in connection with any shares of the Company. All shares
of the Fund when duly issued will be fully paid and non-assessable. The rights
of the holders of shares of the Fund may not be modified except by vote of the
majority of the outstanding shares of the Fund. Certificates are not issued
unless requested and are never issued for fractional shares. Fractional shares
are liquidated when an account is closed. As of December __, 1996, there were
_______ shares of the Fund outstanding; on that date the following were known to
the Fund to own of record more than 25% of the Fund's capital
stock:____________________________________.

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

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

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

-31-
<PAGE>

RCM GLOBAL HEALTH CARE FUND

OFFERED BY:

RCM EQUITY FUNDS, INC.

FOUR EMBARCADERO CENTER, SUITE 3000
SAN FRANCISCO, CALIFORNIA 94111
(800) 726-7240

THIS PROSPECTUS RELATES TO RCM GLOBAL HEALTH CARE FUND
(A SERIES OF RCM EQUITY FUNDS, INC.), WHICH SPECIALIZES IN
EQUITY AND EQUITY-RELATED SECURITIES OF
DOMESTIC AND FOREIGN HEALTH CARE COMPANIES

_______________

RCM GLOBAL HEALTH CARE FUND (THE "FUND") is a diversified, no-load series of
RCM Equity Funds, Inc. (the "Company"), an open-end management investment
company. Shares of the Fund may be purchased at their net asset value without a
sales charge. (See HOW TO PURCHASE SHARES.)

The Fund's investment objective is to seek long-term appreciation of capital,
primarily through investment in a diversified portfolio of equity and
equity-related securities of high quality domestic and foreign companies in the
health care sector and related industries. Such investments will be chosen
primarily with regard to their potential for capital appreciation. Current
income will be considered only as part of total investment return and will not
be emphasized. (See INVESTMENT OBJECTIVE AND POLICIES.)

Investments in equity and equity-related securities of domestic and foreign
companies in the health care and related industries involve significant risks,
some of which are not typically associated with investments in securities of
domestic issuers and issuers engaged in other types of business. There can be
no assurance the Fund will achieve its investment objective. (See INVESTMENT AND
RISK CONSIDERATIONS.)

_______________

The date of this Prospectus is December __, 1996

<PAGE>

TABLE OF CONTENTS

PAGE

Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . .

Summary of Fees and Expenses . . . . . . . . . . . . . . . . . . . . . .

Investment Objective and Policies. . . . . . . . . . . . . . . . . . . .

Investment and Risk Considerations . . . . . . . . . . . . . . . . . . .

Organization and Management. . . . . . . . . . . . . . . . . . . . . . .

How to Purchase Shares . . . . . . . . . . . . . . . . . . . . . . . . .

Stockholder Services . . . . . . . . . . . . . . . . . . . . . . . . . .

Redemption of Shares . . . . . . . . . . . . . . . . . . . . . . . . . .

Investment Results . . . . . . . . . . . . . . . . . . . . . . . . . . .

Dividends, Distributions and Taxes . . . . . . . . . . . . . . . . . . .

General Information. . . . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the
detailed information appearing elsewhere in this Prospectus:

WHAT IS THE The Fund's investment objective is to seek long-term appreciation
FUND'S of capital, primarily through investment in a diversified
OBJECTIVE portfolio of equity and equity-related securities of high
quality domestic and foreign companies in the health care
sector and related industries. The Fund seeks investment returns
superior to the returns of the Standard & Poor's 500 Composite
Stock Price (the "S&P 500"). Such investments will be chosen
primarily with regard to potential for capital appreciation;
current income will be considered only part of total return and
will not be emphasized. There can be no assurance the Fund's
investment objective will be met. (See INVESTMENT OBJECTIVE AND
POLICIES.)

WHAT DOES THE Under normal market conditions, at least 65% of the total assets
FUND of the Fund will be invested in a portfolio of equity and
INVEST IN? equity-related securities of high quality domestic and foreign
companies in the health care sector and related industries. The
Fund will seek investment opportunities in companies engaged in
the design, production or sale of health care and medical products
and related services. Such companies may be in a variety of
industries and may include pharmaceutical companies, biochemical
and biotechnology companies involved in research and development,
companies involved in ownership and/or operation of health care
facilities, franchises or practices, and companies that design,
produce or sell medical, dental and optical products or health
care related services

The Fund's investments are concentrated in health care companies
and thus may be subject to greater risks. In addition, the
health care industry is subject to substantial government
regulations. This may have an effect on the availability of
certain types of products and services. Developments in medicine
and technological advances may render these products and services
obsolete. As a result, the Fund's securities may fluctuate more
widely than other investments.

DOES THE FUND The Fund may invest up to [80%] of the value of its total assets
INVEST in equity and equity-related securities of foreign issuers,
GLOBALLY? including emerging markets issuers. While there is no limitation
on the countries in which the Fund may invest, the Fund currently
expects that the majority of its foreign investments will be in
securities of companies organized or headquartered in Japan and
the countries of Western Europe. Investment in foreign
securities and currencies involves special risks, including
fluctuations in foreign exchange rates, political or economic
instability in the country of issue, and the possible imposition
of exchange controls or other laws or restrictions. Investment
in emerging markets may involve greater risks than investments in
other foreign markets, as a result of factors such as
less-developed economic and legal structures, less stable
political systems, and less liquid securities markets.

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<PAGE>

SHOULD I The Fund believes that there are attractive investment
INVEST opportunities in the health care sector and related industries.
IN THE FUND? In the last several years, advances in medical treatment have
addressed medical conditions that were previously untreatable.
The Fund's investment manager believes it is likely that further
developments in the future in pharmaceutical, biotechnology and
medical supply companies are likely to offer other effective
medical treatments. In addition, in the United States, as well
as internationally, an aging population will require more
frequent and cost-efficient services. Yet the stocks of
individual health care companies can be very volatile, and
analyzing individual companies can be very time-intensive. A
diversified Global Health Care Fund offers experienced
professional management to investors who wish to invest in these
industries.

The Fund is designed for investors who recognize and are prepared
to accept these risks in return for the possibility of higher
returns. Consider your investment goals, your time horizon for
achieving them, and your tolerance for risk. If you seek an
aggressive approach to capital growth, and can accept the above-
average level of price fluctuations that the Fund may experience,
the Fund may be an appropriate part of your overall investment
strategy.

WHO OPERATES The Fund's investment manager is RCM Capital Management, L.L.C.
THE FUND? (the "Investment Manager"), a registered investment adviser with
principal offices in San Francisco, California. RCM and its
predecessors have over 25 years of experience in investing in
equity securities. It currently provides investment management
services to institutional and individual clients and registered
investment companies with aggregate assets in excess of
$25 billion. (See ORGANIZATION AND MANAGEMENT.) The Custodian
of the Fund's assets is State Street Bank and Trust Company.

WHAT ARE Investment in the Fund is subject to a variety of risks in
SOME OF addition to those normally associated with investment in a
THE POTENTIAL portfolio of equity securities. (See INVESTMENT AND RISK
INVESTMENT CONSIDERATIONS.) They include the following:
RISKS? Investment in equity and equity-related securities of health care
companies involves significant risks, some of which are not
typically associated with investment in securities of other
issuers. These include substantial competitive and pricing
pressures, rapid product obsolescence, dependence on extensive
research and development, and sensitivity to changes in
governmental regulations and policies.

The Fund's investments will be focused in the health care sector
of the U.S. and foreign economies. As a result of the Fund's
focus on a single sector, the Fund's net asset value may be more
volatile in price than the net asset value of a company with a
more broadly diversified portfolio.

Investment in securities of foreign companies involve significant
additional risk, including fluctuations in foreign exchange
rates, political or economic instability in the country of issue,
and the possible imposition of exchange controls or other laws or
restrictions. Foreign issuers generally are not subject to
accounting and financial reporting standards or to other
regulatory practices and requirements comparable to those
applicable to U.S. issuers. There is generally less government
regulation of securities markets, exchanges and dealers than in
the United States, and the costs associated with transactions in
and custody of securities traded on foreign markets are higher
than in the U.S.

DOES THE FUND The Fund may use a variety of techniques to hedge its investment
HEDGE and other risks. These include currency management techniques;
ITS RISKS? options on securities, indices and currencies; financial and
foreign currency futures contracts and options; and currency and
interest rate swaps. Each of these hedging techniques also
involves certain risks. (See INVESTMENT OBJECTIVES AND POLICIES
and INVESTMENT AND RISK CONSIDERATIONS.)

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<PAGE>

IS THERE A There is no minimum initial investment for investors purchasing
MINIMUM shares through a broker-dealer or other financial institution
INVESTMENT? having a service agreement with the Investment Manager and
maintaining an omnibus account with the Fund, such as
______________________. For other investors, the minimum initial
investment is $______, and the minimum subsequent investment is
$_____. There is no initial sales charge. (See HOW TO PURCHASE
SHARES.)

CAN I REDEEM You may redeem your shares at any time. If you have held your
SHARES AT ANY shares for at least 12 months, you can redeem your shares at
TIME? their net asset value, without a redemption charge. However, to
reduce costs to other stockholders of short-term investments in
the Fund, you will be charged a redemption fee of 1.5% of any
amounts you redeem within 12 months of your purchase. This
redemption fee will be payable to the Fund. (See REDEMPTION OF
SHARES.)

-5-

<PAGE>

SUMMARY OF FEES AND EXPENSES

WHAT EXPENSES The following information is designed to help you understand
WILL THE FUND various costs and expenses of the Fund that an investor may bear
INCUR? directly or indirectly. The information is based on the Fund's
expected expenses for its first year of operation, and should not
be considered a representation of future expenses or returns.
Actual expenses and returns may be greater or less than those
shown below.

Stockholder Transaction Expenses
--------------------------------

Maximum sales load imposed on purchases (as a
percentage of offering price)* 5.50%

Sales load imposed on reinvested dividends None

Deferred sales loads None

Redemption fees None

Annual Fund Operating Expenses
------------------------------

Investment management fees 1.00%

12b-1 expenses 0.35%

Other expenses
(after expense reduction)** 0.75%

Total Fund operating expenses
(after expense reduction)** 2.10%

Example of Portfolio Expenses 1 Year 3 Years
---------------------------- ------ -------

You would pay the following total
expenses on a $1,000 investment,
assuming (1) a 5% annual
return and (2) redemption
at the end of each time period $75 $117

* Sales charges are reduced for purchases of $1,000,000 or
more, and are waived for certain persons. The National
Association of Securities Dealers, Inc. limits total annual sales
charges (including Rule 12b-1 expenses) to all purchasers of
shares of the Fund to 6.25% of new sales plus an interest factor.
However, long-term shareholders may pay more than the economic
equivalent of such maximum sales charge. (See HOW TO PURCHASE
SHARES.)

** The Investment Manager has voluntarily agreed, until at
least December 31, 1997, to pay the Fund on a quarterly basis the
amount, if any, by which certain ordinary operating expenses of
the Fund exceed the annual rate of 2.10% of the average daily net
assets of the Fund. In subsequent years, the Fund will reimburse
the Investment Manager for any such payments to the extent that
the Fund's operating expenses are otherwise below this expense
cap. (See ORGANIZATION AND MANAGEMENT.) Other expenses and total
Fund operating expenses for the first year of operation of the
Fund, without expense reduction, are estimated to be 2.36% and
3.36%, respectively, of the Fund's average daily net assets.

-6-

<PAGE>

In accordance with applicable regulations of the Securities and
Exchange Commission (the "SEC" or "Commission"), the Example of
Portfolio Expenses assumes that (1) the percentage amounts listed
under Annual Fund Operating Expenses remain the same in each of
the one and three year periods; and (2) all dividends and
distributions are reinvested by the stockholder. SEC regulations
require that the example be based on a $1,000 investment,
although the minimum initial purchase of Fund shares may be
different. (See HOW TO PURCHASE SHARES.)

For more information concerning fees and expenses of the Fund,
see ORGANIZATION AND MANAGEMENT and DIVIDENDS, DISTRIBUTIONS AND
TAXES.

INVESTMENT OBJECTIVE AND POLICIES

WHAT IS THE The Fund's investment objective is to seek long-term appreciation
FUND'S of capital, primarily through investment in a portfolio of
OBJECTIVE? equity and equity-related securities of high quality domestic and
foreign companies in the health care sector and related
industries. Under normal market conditions, the Fund will invest
at least 65% of the value of its total assets in such securities.

HOW DOES THE The Fund intends to invest primarily in equity and equity-related
FUND SELECT securities of high quality companies in the health care sector and
SECURITIES related industries. In most cases, these companies will have one
FOR ITS or more of the following characteristics: superior management;
PORTFOLIO? strong balance sheets; differentiated or superior products or
services; substantial capacity for growth in revenue, through
either an expanding market or through expanding market share;
strong commitment to research and development; or a steady stream
of new products and services.

The Investment Manager will seek to identify companies that are
expected to have higher-than-average rates of growth and strong
potential for capital appreciation relative to the potential
downside risk of an investment. While the Fund will emphasize
investments in growth companies, the Fund also expects to invest
in other companies that are not traditionally considered to be
growth companies, such as emerging growth companies [and cyclical
and semi-cyclical companies], if the Investment Manager believes
that such companies have above-average growth potential. In
determining whether securities of particular issuers are believed
to have the potential for capital appreciation, the Investment
Manager will evaluate the fundamental value of each enterprise,
as well as its prospects for growth. Because current income is
not the Fund's investment objective, the Fund will not restrict
its investments in equity and equity-related securities to those
issuers with a record of dividend payments.

There is no limitation on the market capitalization of the
companies in which the Fund will invest. However, as of the date
of this Prospectus, the Investment Manager intends to invest
primarily in equity and equity-related securities of companies
with market capitalizations of at least $1 billion, and does not
intend to invest more than 15% of the value of the Fund's total
assets in securities of companies with market capitalizations
below $100 million at the time of purchase.

-7-

<PAGE>

WHAT ARE Health care companies are issuers which are principally engaged
HEALTH in the health care business, including but not limited to
CARE pharmaceutical, biotechnology and medical companies. A
COMPANIES? company will be deemed to be principally engaged in the health
care business if at least 50% of its earnings or revenues is
derived from health care activities, or at least 50% of its
assets is devoted to such activities, based upon the company's
financial statements as of the end of its most recent fiscal
year. The types of companies that the Fund may invest in will be
broadly interpreted by the Investment Manager so that the Fund
will be positioned to benefit from holdings in all companies that
may benefit from the health care business.

WHAT ARE "Equity and equity-related securities" in which the Fund has
EQUITY AND the authority to invest include common stock, preferred stock,
EQUITY-RELATED convertible preferred stock, convertible debt obligations,
SECURITIES? warrants or other rights to acquire stock, and options on stock
and stock indexes. In addition, equity and equity-related
securities may include securities sold in the form of depository
receipts and securities issued by other investment companies.
The Fund currently intends to invest primarily in common stock
and depository receipts.

WHAT KINDS Under normal market conditions, as a fundamental policy which
OF FOREIGN cannot be changed without stockholder approval, the Fund's assets
SECURITIES will be invested in equity and equity-related securities of
WILL THE companies organized or headquartered in at least three different
FUND countries (one of which will be the United States).
INVEST IN?
The portion of the Fund's assets invested in foreign securities
will vary from time-to-time, depending on the Investment
Manager's view of foreign investment opportunities and risks, but
will not exceed 80% of the value of the Fund's total assets. For
purposes of this restriction, "foreign securities" includes (i)
securities of companies that are organized or headquartered, or
whose operations principally are conducted, outside the United
States; (ii) securities that are principally traded outside the
United States, regardless of where the issuer of such securities
is organized or headquartered or where its operations principally
are conducted; (iii) depository receipts; and (iv) securities of
other investment companies investing primarily in such equity and
equity-related securities.

Under normal market conditions, the Fund will not invest more
than 25% of the value of its total assets in securities of
issuers that are organized or headquartered in any one foreign
country, other than Japan. While there is no limitation on the
countries in which the Fund may invest, the Fund currently
expects that the majority of its foreign investments will be in
securities of companies organized or headquartered in Japan and
the countries of Western Europe. Investments in securities of
issuers that are organized or headquartered in Japan may
aggregate up to 65% of the value of the Fund's total assets. In
evaluating particular investment opportunities, the Investment
Manager may consider, in addition, to the factors described
above, the anticipated economic growth rate, the political
outlook, the anticipated inflation rate, the currency outlook,
and the interest rate environment for the country and the region
in which a particular company is located, as well as other
factors it deems relevant.

The Fund expects that its investments in foreign securities will
be comprised primarily of securities that are traded on
recognized foreign securities exchanges. However, the Fund also
may invest in securities that are traded only over-the-counter,
either in the United States or in foreign markets, when the
Investment Manager believes that such securities meet the Fund's
investment criteria. Subject to the Fund's restrictions on
investment in foreign securities (see WHAT OTHER INVESTMENT
PRACTICES SHOULD I KNOW ABOUT?), the Fund also may invest in
securities that are not publicly traded either in the U.S. or in
foreign markets.

-8-

<PAGE>

WILL THE FUND The Fund may invest up to [15]% of the value of its total assets
INVEST IN in securities of companies that are organized or headquartered
EMERGING in emerging market countries. However, the Fund will not
MARKET invest more than [10]% of the value of its total assets in
COUNTRIES? securities of issuers that are organized or headquartered in any
one emerging market country. The term "emerging market
countries" includes any country that is generally considered to
be an emerging or developing country by the World Bank, the
International Finance Corporation, the United Nations or its
authorities, or other reputable financial institutions. As of
the date of this Prospectus, the term "emerging market countries"
is deemed for purposes of this Prospectus to include all foreign
countries other than Australia, Austria, Belgium, Canada,
Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy,
Japan, Luxembourg, Malaysia, The Netherlands, New Zealand,
Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the
United Kingdom.

DOES THE FUND The Fund presently expects to purchase or sell foreign
BUY AND SELL currency primarily to settle foreign securities
FOREIGN transactions. However, the Fund may also engage in
CURRENCY? currency management transactions to hedge currency exposure
related to securities it owns or that it anticipates purchasing.
(See DOES THE FUND HEDGE ITS INVESTMENTS?)

For purposes of the percentage limitations on the Fund's
investments in foreign securities, the term "securities" does not
include foreign currencies. This means that the Fund could have
more than the percentages of its total assets indicated above
denominated in foreign currencies or multinational currency units
such as the European Currency Unit (a "basket" comprised of
specified amounts of currencies of certain of the members of the
European Community). As a result, gains in a particular
securities market may be affected, either positively or
negatively, by changes in exchange rates.

DOES THE FUND For hedging purposes, the Fund may purchase covered "put" and
HEDGE ITS "call" options with respect to securities that are eligible
INVESTMENTS? for purchase by the Fund and with respect to stock indices. If
the Fund purchases a put option on a security, the Fund acquires
the right to sell the underlying security at a specified price at
any time during the term of the option (for "American-style"
options) or on the option expiration date (for "European-style"
options). If the Fund purchases a call option on a security, it
acquires the right to purchase the underlying security at a
specified price at any time during the term of the option (or on
the option expiration date). An option on a stock index gives
the Fund the right to a payment of cash equal to the difference
between the closing price of the index and the exercise price of
the option. Prior to exercise or expiration, an option may be
sold by the Fund when it has remaining value through a "closing
sale transaction," which is accomplished by selling an option of
the same series as the option previously purchased.

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

-9-

<PAGE>

The Fund may cross-hedge currencies, which involves writing or
purchasing options or entering into foreign exchange contracts on
one currency to hedge against changes in exchange rates for a
different currency, if in the judgment of the Investment Manager
there is a pattern of correlation between the two currencies. In
addition, the Fund may hold foreign currency received in
connection with investments in foreign securities when, in the
judgment of the Investment Manager, it would be beneficial to
convert such currency into U.S. dollars at a later date, based on
anticipated changes in the relevant exchange rates. The Fund is
also authorized to employ currency management techniques to
enhance its total return, although it presently does not intend
to do so.

WHAT OTHER DEPOSITORY RECEIPTS. The Fund may invest in securities of
INVESTMENT foreign companies in the form of American Depository Receipts
PRACTICES ("ADRs"), European Depository Receipts ("EDRs"), Global
SHOULD I Depository Receipts ("GDRs"), or other similar instruments
KNOW ABOUT? representing securities of foreign companies. ADRs are receipts
that typically are issued by an American bank or trust company,
and represent the right to receive securities of foreign
companies deposited in the domestic bank or a correspondent bank.
EDRs and GDRs are receipts issued by a non- U.S. financial
institution evidencing a similar arrangement. Where it is
possible to invest either in an ADR, EDR, or GDR, or to invest
directly in the underlying security, the Fund will evaluate which
investment opportunity is preferable, based on price differences,
relative trading volume, anticipated liquidity, differences in
currency risk, and other factors.

Although investment in ADRs involves less currency risk than
investment in the underlying securities, depository receipts may
have risks that are similar to those of foreign equity
securities. Therefore, for purposes of the Fund's investment
policies and restrictions, depository receipts will be treated as
foreign equity securities, based on the country in which the
underlying issuer is organized or headquartered. (See WHAT KINDS
OF FOREIGN SECURITIES WILL THE FUND INVEST IN?)

OTHER INVESTMENT COMPANIES. The laws of some foreign countries
may make it difficult or impossible for the Fund to invest
directly in issuers organized or headquartered in those
countries, or may place limitations on such investments. The
only practical means of investment in such issuers may be through
investment in other investment companies that in turn are
authorized to invest in the securities of such issuers. In such
cases and in other appropriate circumstances, and subject to
the restrictions referred to above regarding investments in
companies organized or headquartered in foreign countries (see
WHAT KINDS OF FOREIGN SECURITIES WILL THE FUND INVEST IN?), the
Fund may invest up to 10% of the value of its total assets in
other investment companies. However, the Fund may not invest
more than 5% of the value of its total assets in the securities
of any one investment company or acquire more than 3% of the
voting securities of any other investment company.

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

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

-10-
<PAGE>

WHEN ISSUED, FIRM COMMITMENT AND DELAYED SETTLEMENT TRANSACTIONS.
The Fund may purchase securities on a delayed delivery or "when
issued" basis and may enter into firm commitment agreements
(transactions in which the payment obligation and interest rate
are fixed at the time of the transaction but the settlement is
delayed). Delivery and payment for these securities typically
occur 15 to 45 days after the commitment to purchase, but
delivery and payment can be scheduled for shorter or longer
periods, based upon the agreement of the buyer and the seller. No
interest accrues to the purchaser during the period before
delivery. The Fund normally 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 value of the securities at settlement may be more or less
than the agreed upon price.

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. To
the extent that assets are segregated for this purpose, the
Fund's liquidity and the ability of the Investment Manager to
manage its portfolio may be adversely affected.

DEBT SECURITIES. The Fund may invest in short-term debt
obligations (with maturities of less than one year) of the U.S.
Government and foreign governments and their respective agencies,
instrumentalities and authorities, debt obligations issued or
guaranteed by international or supranational governmental
entities, and debt obligations of domestic and foreign corporate
issuers. Such debt obligations will be rated, at the time of
purchase, BBB or higher by Standard & Poor's Corporation
("Standard & Poor's"), Baa or higher by Moody's Investor
Services, Inc. ("Moody's"), or equivalent ratings by other rating
organizations, or if unrated will be determined by the Investment
Manager to be of comparable investment quality. These securities
are of investment grade, which means that their issuers are
believed to have adequate capacity to pay interest and repay
principal, although certain of such securities in the lower
grades have speculative characteristics, and changes in economic
conditions or other circumstances may be more likely to lead to a
weakened capacity to pay interest and principal than would be the
case with higher-rated securities.

Under normal market conditions, no more than 10% of the value of
the Fund's total assets will be invested in such obligations.
However, during times when the Investment Manager believes a
temporary defensive posture is warranted, including times
involving international, political or economic uncertainty, the
Fund may hold all or a substantial portion of its assets in such
debt obligations. When the Fund is so invested, it may not be
achieving its investment objective.

-11-

<PAGE>

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

A reverse repurchase agreement involves a transaction by which a
borrower (such as the Fund) sells a security to a purchaser (a
member bank of the Federal Reserve System or a recognized
securities dealer) and simultaneously agrees to repurchase the
security at an agreed-upon price on an agreed-upon date within a
number of days (usually not more than seven) from the date of
purchase.

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

ILLIQUID SECURITIES. The Fund may invest up to 15% of the value
of its net assets in illiquid securities. Securities may be
considered illiquid if the Fund cannot reasonably expect to
receive approximately the amount at which the Fund values such
securities within seven days. The Investment Manager has the
authority to determine whether specific securities are liquid or
illiquid subject to policies established by the Company's Board
of Directors.

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

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

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<PAGE>

CAN THE The Fund's investment objective is a fundamental policy that may
FUND'S not be changed without a vote of its stockholders. However,
OBJECTIVE AND except as otherwise indicated in this Prospectus or the
POLICIES BE Statement of Additional Information, the Fund's other
CHANGED? investment policies and restrictions are not fundamental and
may be changed without a vote of the stockholders. If there is a
change in the Fund's investment objective or policies,
stockholders should consider whether the Fund remains an
appropriate investment in light of their then current financial
position and needs.

The various percentage limitations referred to in this Prospectus
apply immediately after a purchase or initial investment, and
except as specifically indicated to the contrary, any subsequent
change in any applicable percentage resulting from market
fluctuations will not require elimination of any security from
the Fund's portfolio.

WHAT IS THE The Fund may invest in securities on either a long-term or
FUND'S short-term basis. The Investment Manager anticipates
PORTFOLIO that the Fund's annual portfolio turnover rate should
TURNOVER not exceed 100%, but the turnover rate will not be
RATE? a limiting factor when the Investment Manager deems portfolio
changes appropriate. Securities in the Fund's portfolio will be
sold whenever the Investment Manager believes it is appropriate
to do so, regardless of the length of time that securities have
been held, and securities may be purchased or sold for short-term
profits whenever the Investment Manager believes it is
appropriate or desirable to do so. Turnover will be influenced
by sound investment practices, the Fund's investment objective
and the need for funds for the redemption of the Fund's shares.

Because the Investment Manager will purchase and sell securities
for the Fund's portfolio without regard to the length of the
holding period for such securities, it is possible that the
Fund's portfolio will have a higher turnover rate than might be
expected for investment companies that invest substantially all
of their funds for long-term capital appreciation or generation
of current income. A high portfolio turnover rate would increase
aggregate brokerage commission expenses and other transaction
costs, which must be borne directly by the Fund and ultimately by
the Fund's stockholders, and may under certain circumstances make
it more difficult for the Fund to qualify as a regulated
investment company under the Internal Revenue Code. (See
DIVIDENDS, DISTRIBUTIONS AND TAXES.)

INVESTMENT AND RISK CONSIDERATIONS

Investment in the Fund is subject to a variety of risks,
including the following:

RISKS OF Because the Fund will focus its investments in health
INVESTING IN care companies, the Fund will be more susceptible than
HEALTH CARE other investment companies to market and other conditions
STOCKS. affecting health care companies. Such conditions include
competitive pressures affecting the financial condition of health
care companies, rapid product obsolescence, dependence on
extensive research and development, aggressive pricing and
greater sensitivity to changes in governmental regulation and
policies. As a result of the Fund's concentration on a single
sector, the Fund's net assets may be more volatile in price than
the net asset value of a company with a more broadly diversified
portfolio.

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<PAGE>

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

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

RISKS OF Investing in securities of issuers with market capitalizations
INVESTING IN below $100 million at or near the time of purchase ("smaller
SMALLER capitalization companies") involves greater risk and the
CAPITALIZATION possibility of greater portfolio price volatility than
COMPANIES. investing in larger capitalization companies. For example,
smaller capitalization companies may have less certain growth
prospects, may be more sensitive to changing economic conditions,
may have more limited financial and management resources, and may
have less liquid markets for their securities, than larger, more
established firms.

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

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

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

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

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

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

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

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

-15-
<PAGE>

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

ORGANIZATION AND MANAGEMENT

WHO MANAGES The Company was incorporated in Maryland in September 1995, and
THE FUND? is an open-end management investment company or mutual
fund. The Company's Board of Directors has overall
responsibility for the operation of the Fund. Pursuant to such
responsibility, the Board has approved contracts for various
financial organizations to provide, among other things,
day-to-day management services required by the Fund.

The Company, on behalf of the Fund, has retained as the Fund's
Investment Manager RCM Capital Management, L.L.C. (the
"Investment Manager"), a Delaware limited liability company with
principal offices at Four Embarcadero Center, Suite 3000, San
Francisco, California 94111. The Investment Manager provides the
Fund with investment supervisory services pursuant to an
Investment Management Agreement, Power of Attorney and Service
Agreement (the "Management Agreement") dated June 14, 1996. The
Investment Manager manages the Fund's investments. provides
various administrative services, and supervises the Fund's daily
business affairs, subject to the authority of the Board of
Directors.

The Investment Manager is actively engaging providing investment
supervisory services to institutional and individual clients, and
is registered under the Investment Advisers Act of 1940. The
Investment Manager was established in April 1996, as the
successor to the business and operations of RCM Capital
Management, a California Limited Partnership, which, with its
predecessors, has been in operation since 1970. The Investment
Manager is a wholly owned subsidiary of Dresdner Bank AG
("Dresdner"), an international banking organization with
principal executive offices located in Frankfurt, Germany.

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

The Investment Manager has a long history of investing in health
care stocks. Its research analysts have been researching health
care companies for purchase in domestic equity portfolios for
more than 20 years, and have been managing health care portfolios
for more than 10 years. The research team consults regularly
with the senior members of the Investment Manager's equity
portfolio management team concerning the prospects for the health
care industry generally as well as specific health care
companies. The equity investment process also incorporates the
Investment Manager's own macroeconomic views of the economy.

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<PAGE>

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

Jeff Wiggins, Senior Vice President of the Investment Manager, is
the primary portfolio manager for the Fund. He has managed
institutional portfolios for the Investment Manager since 1992,
and is the manager of the health care sector of two series of RCM
Capital Funds, Inc., a mutual fund also managed by the Investment
Manager.

WHAT ARE THE For the services rendered by the Investment Manager under
FUND'S the Management Agreement, the Fund will pay a monthly
MANAGEMENT fee to the Investment Manager based on the average daily
FEES? net assets of the Fund, at the annualized rate of 1.00% of the
value of the Fund's average daily net assets.

WHAT OTHER The Fund is responsible for the payment of its operating
EXPENSES expenses, including brokerage and commission expenses; taxes
DOES THE levied on the Fund; interest charges on borrowings (if any);
FUND PAY? charges and expenses of the Fund's custodian; investment
management fees due to the Investment Manager; fees paid pursuant
to the Fund's Rule 12b-1 plan; and all of the Fund's other
ordinary operating expenses (e.g., legal and audit fees,
securities registration expenses, and compensation of
non-interested directors of the Company).

To limit the expenses of the Fund, the Investment Manager has
agreed, until at least December 31, 1997, to pay the Fund on a
quarterly basis the amount, if any, by which the ordinary
operating expenses of the Company attributable to the Fund for
the quarter (except interest, taxes and extraordinary expenses)
exceed the annual rate of 1.75% of the value of the average daily
net assets of the Fund. The Fund will reimburse the Investment
Manager for fees deferred or other expenses paid by the
Investment Manager pursuant to this agreement in later years in
which operating expenses for the Fund are otherwise less than
such expense limitation. Accordingly, until all such amounts are
reimbursed, the Fund's expenses will be higher, and its total
return will be lower, than would otherwise have been the case.
No interest, carrying or finance charge will be paid by the Fund
with respect to any amounts representing fees deferred or other
expenses paid by the Investment Manager. In addition, the Fund
will not be required to repay any unreimbursed amounts to the
Investment Manager upon termination of the Management Agreement.

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

-17-
<PAGE>

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

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

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

The Distributor retains a portion of any initial sales charge
upon the purchase of shares of the Fund. In addition, the Company
has adopted a distribution plan pursuant to Rule 12b-1 under the
1940 Act with respect to the Fund. Under the distribution plan,
which is a "reimbursement plan," the Fund pays the Distributor
an annual fee of up to 0.35% of the Fund's average daily net
assets as reimbursement for certain expenses actually incurred by
the Distributor in connection with distribution of shares of the
Fund. These expenses include advertising and marketing expenses,
payments to broker-dealers and others who have entered into
agreements with the Distributor, the expenses of preparing,
printing and distributing the prospectuses of the Fund to persons
who are not already stockholders, and indirect and overhead costs
associated with the sale of shares of the Fund. If in any month
the Distributor is due more monies for such services than are
immediately payable because of the expense limitation under the
plan, the unpaid amount is carried forward from month to month
while the plan is in effect until such time as it may be paid.
However, no amounts carried forward are payable beyond the fiscal
year during which they were incurred, and no interest, carrying
or other finance charge is borne by the Fund with respect to any
amount carried forward.

WHO ARE THE State Street Bank and Trust Company acts as the Fund's
FUND'S custodian, transfer agent, redemption agent and dividend
CUSTODIAN paying agent (the "Custodian"). The Custodian's
AND TRANSFER principal business address is 1776 Heritage Drive, North
AGENT? Quincy, Massachusetts 02171.

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<PAGE>

HOW TO PURCHASE SHARES

WHAT IS THE Shares of the Fund are offered on a continuous basis at
OFFERING the offering price next determined after receipt of
PRICE FOR an order in proper form. The offering price is the
SHARES OF net asset value per share plus a sales charge, if
THE FUND? applicable. There is no minimum initial investment for investors
purchasing shares through a broker-dealer or other financial
institution having a service agreement with the Investment
Manager and maintaining an omnibus account with the Fund, such as
_______________________. For other investors, the initial
investment must be at least $10,000, and there is a $500 minimum
for additional investments other than through the Fund's
automatic dividend reinvestment plan. (See STOCKHOLDER
SERVICES.)

IS THERE A The sales charges you pay when purchasing shares of the Fund are
SALES CHARGE? set forth below:

Sales Charges as Percentage of the:

Dealer Commission
Amount of Purchase Net Amount as Percentage of
at the Offering Price Invested Offering Price the Offering Price
--------------------- --------- --------------- ------------------
Less than $1,000,000

$1,000,000 or more but
less than $____________
$___________ or more

Commissions will be paid by the Distributor to dealers who
initiate and are responsible for purchases of $__ million or more
and for purchases made at net asset value by certain retirement
plans of organizations with 50 or more eligible employees as set
forth in the Statement of Additional Information.

WHEN IS THE NET ASSET VALUE PURCHASES. The Fund may sell shares at net asset
SALES CHARGE value to:
WAIVED OR
REDUCED?

(1) current or retired directors, officers and employees of the
Fund, the Distributor, the Investment Manager, certain family
members of the above persons, and trusts or plans primarily for
such persons;

(2) current or retired registered representatives or full-time
employees and their spouses and minor children of dealers having
selling group agreements with the Distributor and plans for such
persons;

(3) shareholders and former shareholders of another mutual fund
which has a sales charge and is not a series of the Company, so
long as shares of the Fund are purchased with the proceeds of a
redemption, made within 60 days of the purchase, of shares of
such other mutual fund (to obtain this benefit, the redemption
check, endorsed to the Company, or a copy of the confirmation
showing the redemption, must be forwarded to the Company;

(4) companies or other entities exchanging securities with the
Fund through a merger, acquisition or exchange offer;

(5) trustees or other fiduciaries purchasing shares for certain
retirement plans of organizations with 50 or more eligible
employees;

(6) participants in certain pension, profit-sharing or employee
benefit plans that are sponsored by the Distributor and its
affiliates;

-19-

<PAGE>

(7) investment advisers and financial planners who place trades
for their own accounts or the accounts of their clients and who
charge a management, consulting or other fee for their services;

(8) clients of investment advisers and financial planners
referred to in item (7) who place trades for their own accounts
if the accounts are linked to the master account of the
investment adviser or financial planner on the books and records
of a broker, agent, investment adviser or financial institution;

(9) employee-sponsored benefit plans in connection with
purchases of shares of the Fund made as a result of
participant-directed exchanges between options in such a plan;

(10) "wrap accounts" for the benefit of clients of broker-
dealers, financial institutions or financial planners having
sales or service agreements with the Distributor or another
broker-dealer or financial institution with respect to sales of
shares of the Fund; and

(11) such other persons as are determined by the Board of
Directors (or by the Distributor pursuant to guidelines
established by the Board) to have acquired shares under
circumstances not involving any sales expenses to the Fund or the
Distributor.

Shares are offered at net asset value to these persons and
organizations due to anticipated economies in sales effort and
expense. No sales charges are imposed on Fund shares purchased
upon the reinvestment of dividends and distributions, or upon an
exchange of shares from other series of the Company.

AGGREGATION. Sales charge discounts on purchases of shares of
the Fund are available for certain aggregated investments.
Investments which may be aggregated include those by you, your
spouse and your children under the age of 21, if all parties are
purchasing shares for their own accounts, which may include
purchases through employee benefit plans such as an IRA,
individual-type 403(b) plan or single-participant Keogh-type plan
or by a business solely controlled by these individuals (for
example, the individuals own the entire business) or by a trust
(or other fiduciary arrangement) solely for the benefit of these
individuals. Individual purchases by trustees or other
fiduciaries may also be aggregated if the investments are (1) for
a single trust estate or fiduciary account, including an employee
benefit plan other than those described above, or (2) made for
two or more employee benefit plans of a single employer or
affiliated employers as defined in the 1940 Act, again excluding
employee benefit plans described above, or (3) for a common trust
fund or other pooled account not specifically formed for the
purpose of accumulating Fund shares. Purchases made for nominee
or street name accounts (securities held in the name of a dealer
or another nominee such as a bank trust department instead of the
customer) may not be aggregated with those made for other
accounts and may not be aggregated with other nominee or street
name accounts unless otherwise qualified as described above.

CONCURRENT PURCHASES. To qualify for a reduced sales charge, you
may combine concurrent purchases of shares of two or more series
of the Company. For example, if you concurrently invest $500,000
in the Fund and $500,000 in another series of the Company, the
sales charge would be reduced to reflect a $1,000,000 purchase.

RIGHT OF ACCUMULATION. The sales charge for your investment may
also be reduced by taking into account your existing holdings in
the Fund and the other series of the Company. See the account
application and Statement of Additional Information for further
details.

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<PAGE>

LETTER OF INTENT. You may reduce sales charges on all
investments by meeting the terms of a letter of intent, a
non-binding commitment to invest a certain amount within a
13-month period. Your existing holdings in the Fund and the
other series of the Company may also be combined with the
investment commitment set forth in the letter of intent to
further reduce your sales charge. Up to 5% of the letter amount
will be held in escrow to cover additional sales charges which
may be due if your total investments over the letter period are
not sufficient to qualify for a sales charge reduction. See the
account application and Statement of Additional Information for
further details.

HOW CAN I Investors or their duly authorized agents may purchase shares
PURCHASE from the Company by sending a signed, completed subscription form
SHARES OF to the Company at P.O. Box 1587, Boston, Massachusetts
THE FUND? 02206-5187, and paying for the shares as described below. Shares
may also be purchased through certain brokers which have entered
into a selling group agreement with the Distributor. Brokers may
charge a fee for their services at the time of purchase or
redemption. Subscription forms can be obtained from the Company.

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

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

WHERE SHOULD Payment for shares purchased should be made by check or money
I SEND MY order, made payable to RCM Global Small Cap Fund and sent to:
SUBSCRIPTION
PAYMENT?

RCM Equity Funds, Inc.
P.O. Box 5187
Boston, MA 02206-5187

Attn: RCM Global Health Care Fund
Account I009

Investors may also wire funds in payment of subscriptions to the
following address. Wired funds should include the stockholder's
registration name and account number with the Company and the
name of the Fund.

WIRE TRANSFERS TO:
State Street Bank and Trust Co., Boston, MA
ABA #011-000028
BFN=RCM Global Health Care Fund
AC #
FBO=[Name of Stockholder]

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

-21-

<PAGE>

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

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

HOW ARE The net asset value of each share of the Fund on which the
SHARES subscription and redemption prices are based is determined by the
PRICED? sum of the market value of the securities and other assets owned
by the Fund less its liabilities, computed in accordance with the
Company's Articles of Incorporation and Bylaws. The net asset
value of a share is the quotient obtained by dividing the net
assets of the Fund (i.e., the value of the assets of the Fund less
its liabilities, including expenses payable or accrued but
excluding capital stock and surplus) by the total number of shares
of the Fund outstanding. The net asset value of the Fund's shares
will be calculated as of the close of regular trading on the New
York Stock Exchange, currently 4:00 p.m. Eastern Time, on each day
that the New York Stock Exchange is open for trading.

STOCKHOLDER SERVICES

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

EXCHANGE PRIVILEGE. You may exchange shares of the Fund into
shares of any other series of the Company, without a sales charge
or other fee, by writing to the Company at the address on the
front page of this Prospectus. Before effecting an exchange, you
should obtain the currently effective prospectus of the series
into which the exchange is to be made. Exchange purchases are
subject to the minimum investment requirements of the series
purchased. An exchange will be treated as a redemption and
purchase for tax purposes.

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<PAGE>

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

ACCOUNT STATEMENTS. Your account is opened in accordance with
your registration instruction. Transactions in the account, such
as additional investments and dividend reinvestment, will be
reflected on regular confirmation statements from the Company.

REPORTS TO STOCKHOLDERS. The fiscal year of the Fund ends on
December 31 of each year. The Fund will issue to its
stockholders semi-annual and annual reports; each annual report
will contain a schedule of the Fund's portfolio securities,
audited annual financial statements, and information regarding
purchases and sales of securities during the period covered by
the report as well as information concerning the Fund's
performance in accordance with rules promulgated by the SEC. In
addition, stockholders will receive quarterly statements of the
status of their accounts reflecting all transactions having taken
place within that quarter. The federal income tax status of
stockholders' distributions will also be reported to stockholders
after the end of each fiscal year.

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

REDEMPTION OF SHARES

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

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

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

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

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

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

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

WHAT ELSE REINSTATEMENT PRIVILEGE. You may reinvest proceeds from a
SHOULD I redemption of shares of the Fund, or proceeds of a dividend or
KNOW ABOUT capital gain distribution paid to you with respect to shares of
REDEMPTIONS? the Fund, without a sales charge in the Fund or any other series
of the Company. Send a written request and a check to the
Company within 90 days after the date of the redemption, dividend
or distribution. Reinvestment will be at the next calculated net
asset value after receipt. The tax status of a gain realized on
a redemption will not be affected by exercise of the
reinstatement privilege, but a loss may be nullified if you
reinvest in the same series within 30 days.

INVOLUNTARY REDEMPTION. In order to reduce expenses of the Fund,
the Company may redeem all of the shares of any investor whose
account has a net asset value of less than $10,000 due to
redemptions (other than a shareholder who is a participant in a
qualified retirement plan). The Company will give such investors
60 days' prior written notice in which to purchase sufficient
additional shares to avoid such redemption.

INVESTMENT RESULTS

WILL THE FUND The Fund may, from time-to-time, include information on its
REPORT ITS investment results and/or comparisons of its investment results
PERFORMANCE? to various unmanaged indices (which generally do not reflect
deductions for administrative and management costs and expenses),
indexes prepared by consultants, mutual fund ranking entities,
and financial publications, or results of other mutual funds or
groups of mutual funds, in advertisements or in reports furnished
to present or prospective investors. Investment results will
include information calculated on a total return basis. Such
indexes and rankings may include the following, among others:

1. The S&P 500 Index.

2. The Russell Midcap Index.

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

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DIVIDENDS, DISTRIBUTIONS AND TAXES

WHAT DIVIDENDS It is the intention of the Fund to distribute to its stockholders
DOES THE FUND all of each fiscal year's net investment income and net realized
PAY? capital gains, if any, on the Fund's investment portfolio. The
amount and time of any such distribution must necessarily depend
upon the realization by the Fund of income and capital gains from
investments. Any dividend or distribution received by a
stockholder on shares of the Fund shortly after the purchase of
such shares by the stockholder will have the effect of reducing
the net asset value of such shares by the amount of such dividend
or distribution.

WHAT TAXES Dividends generally are taxable to stockholders at the time they
WILL I PAY are paid. However, dividends declared in October, November and
ON FUND December by the Fund and made payable to stockholders of record
DIVIDENDS? in such a month are treated as paid and are thereby taxable as of
December 31, provided that the Fund pays the dividend no later
than January 31 of the following year.

Federal law requires the Company to withhold 31% of income from
dividends, capital gains distributions and/or redemptions that
occur in certain stockholder accounts if the stockholder has not
properly furnished a certified correct Taxpayer Identification
Number and has not certified that withholding does not apply.
Amounts withheld are applied to the stockholder's federal tax
liability, and a refund may be obtained from the Internal Revenue
Service if withholding results in an overpayment of taxes. Under
the Code, distributions of net investment income and net
long-term capital gains by the Fund to a stockholder who, as to
the United States, is a nonresident alien individual, nonresident
alien fiduciary of a trust or estate, foreign corporation, or
foreign partnership may also be subject to U.S. withholding tax.

WILL THE FUND The Company intends to qualify the Fund as a "regulated
ALSO PAY investment company" under Subchapter M of the Code. By complying
TAXES? with the applicable provisions of the Code, the Fund will not be
subject to federal income taxes with respect to net investment
income and net realized capital gains distributed to its
stockholders.

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

WHEN WILL I Each stockholder will receive, at the end of each fiscal year of
RECEIVE TAX the Company, full information on dividends, capital gains
INFORMATION? distributions and other reportable amounts with respect to shares
of the Fund for tax purposes, including information such as the
portion taxable as capital gains, and the amount of dividends, if
any, eligible for the federal dividends received deduction for
corporate taxpayers.

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

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GENERAL INFORMATION

WHAT OTHER The Company was incorporated in Maryland on September 7, 1995.
INFORMATION The authorized capital stock of the Company is 1,000,000,000
SHOULD I shares of capital stock (par value $.0001 per share), of which
KNOW ABOUT _____ shares have been designated as shares of RCM Global Health
THE FUND? Care Fund, ______ shares have been designated as shares of RCM
Global Small Cap Fund, 50,000,000 shares have been designated as
shares of RCM Global Technology Fund, and ________ shares have
been designated as shares of RCM Large Cap Growth Fund. The
Company's Board of Directors may, in the future, authorize the
issuance of other classes of shares of the Fund (with, for
example, different sales loads, or other distribution or service
fee arrangements), or of other series of capital stock
representing shares of additional investment portfolios or funds.

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

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

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

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

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RCM GLOBAL SMALL CAP FUND

OFFERED BY:

RCM EQUITY FUNDS, INC.

FOUR EMBARCADERO CENTER, SUITE 3000
SAN FRANCISCO, CALIFORNIA 94111
(800) 227-5183

THIS PROSPECTUS RELATES TO RCM GLOBAL SMALL CAP FUND
(A SERIES OF RCM EQUITY FUNDS, INC.), WHICH SPECIALIZES IN
EQUITY AND EQUITY-RELATED SECURITIES OF SMALL-SIZED
DOMESTIC AND FOREIGN COMPANIES

_______________

RCM GLOBAL SMALL CAP FUND (THE "FUND") is a diversified series of RCM Equity
Funds, Inc. (the "Company"), an open-end management investment company. Shares
may be purchased at the net asset value per share next calculated after an order
is received in proper form, plus a sales charge if applicable. (See HOW TO
PURCHASE SHARES.)

The Fund's investment objective is to seek appreciation of capital, primarily
through investment in equity and equity-related securities of domestic and
foreign companies with small market capitalizations. Such investments will be
chosen primarily with regard to their potential for capital appreciation.
Current income will be considered only as part of total investment return and
will not be emphasized. (See INVESTMENT OBJECTIVE AND POLICIES.)

_______________

The date of this Prospectus is December __, 1996
<PAGE>