RCM EQUITY FUNDS INC
485APOS, 1996-10-17
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<PAGE>


   
       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                         *

<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
         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                         *

<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
         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                         *

<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
         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.

The Investment Manager will seek to identify companies throughout the world 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 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.


                                      -11-
<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 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.


                                      -12-
<PAGE>

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.


                                      -13-
<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.


                                      -14-
<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.)


                                      -15-
<PAGE>

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.


                                      -16-
<PAGE>

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.



                                      -17-
<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.


                                      -18-
<PAGE>


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.

Pursuant to an agreement among RCM Limited, L.P. ("RCM Limited"), the Investment
Manager, and Dresdner, RCM Limited manages, operates and makes all decisions
regarding the day-to-day business and affairs of the Investment Manager, subject
to the oversight of the Board of Managers, RCM Limited is a California limited
partnership consisting of 39 limited partners and one general partner, RCM
General Corporation, a California corporation ("RCM General").  Twenty-five of
the limited partners of RCM Limited are also principals of the Investment
Manager, and the shareholders of RCM General.
    


                                      -19-
<PAGE>

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).
    


                                      -20-
<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.
    


                                      -21-
<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.)

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 . . . . . . . . . . . . . . . . . . . . . .

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   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.


                                         -3-

<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.)


                                         -4-

<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>

              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.

              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.


                                         -12-

<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.


                                         -13-

<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.

                                         -14-
<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.

              Pursuant to an agreement among RCM Limited, L.P. ("RCM Limited"),
              the Investment Manager, and Dresdner, RCM Limited manages,
              operates and makes all decisions regarding the day-to-day
              business and affairs of the Investment Manager, subject to the
              oversight of the Board of Managers, RCM Limited is a California
              limited partnership consisting of 39 limited partners and one
              general partner, RCM General Corporation, a California
              corporation ("RCM General").  Twenty-five of the limited partners
              of RCM Limited are also principals of the Investment Manager, and
              the shareholders of RCM General.

              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.


                                         -16-
<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.


                                         -18-

<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.


                                         -20-

<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.


                                         -22-

<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.


                                         -23-

<PAGE>

              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.


                                         -24-

<PAGE>

              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.


                                         -25-

<PAGE>

              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.


                                         -26-

<PAGE>

                            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.) 

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 . . . . . . . . . . . . . . . . . . . . .     

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 small-sized
domestic and foreign 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 return and will not be emphasized. There can be
no assurance that the Fund will meet its investment objective.  (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 small-sized
companies.  "Small-sized companies" is defined as companies with market
capitalizations of up to $1 billion at the time of purchase.

DOES THE FUND INVEST GLOBALLY?     

The Fund may invest up to 80% 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 15% 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 small-sized companies can offer attractive investment
opportunities.  Small-sized companies can respond more quickly to marketplace
changes than large companies.  In addition, such companies have, from time to
time, offered greater potential investment returns than those associated with
larger capitalization companies.  However, the stocks of small-sized companies
can be very volatile, and analyzing individual companies can be very time-
intensive.  A global "small cap" fund offers experienced professional management
to investors who wish to invest in a diversified global portfolio of small-sized
companies.

The Fund is designed for investors who recognize and are prepare 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. 


                                        3
<PAGE>

WHO OPERATES THE FUND?   

The 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 & Trust Company.

WHAT ARE SOME OF THE POTENTIAL INVESTMENT RISKS? 

Investment in the Fund is subject to a variety of risks in addition to those
normally associated with investments in a portfolio of equity securities.  (See
INVESTMENT AND RISK CONSIDERATIONS.)

Investments in small-sized concerns may involve greater risks than investments
in larger or more established firms.  These firms may have limited or
unprofitable operating histories, limited financial resources and inexperienced
management, and they may face competition from larger or more established firms
that have greater resources.  Their securities are frequently traded in the
over-the-counter market or on regional exchanges where low trading volumes may
result in erratic or abrupt price movements.  The value of the Fund's shares
will fluctuate because of the fluctuations in the value of securities in the
Fund's 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 RISKS?     

The Fund may use a variety of techniques to hedge its investments.  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 OBJECTIVE 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.)

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.)


                                        4
<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                            5.50%
 (as a percentage of offering price)*

Sales load imposed on reinvested dividends                         None

Deferred sales loads                                               None

Redemption fees                                                    None

ANNUAL FUND OPERATING EXPENSES 

Investment management fees                                         1.25%

12b-1 expenses                                                     0.35%

Other expenses (after expense reduction**)                         0.90%

Total Fund operating expenses (after expense reduction**)          2.50%

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               $79                    $129

*    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 2.50% 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 3.96% and 5.21%, respectively, of the Fund's average daily net
assets.


                                        5
<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 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 companies with small market capitalizations.  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 will meet its investment objective.

HOW DOES THE FUND SELECT SECURITIES FOR ITS PORTFOLIO? 

The Fund intends to invest primarily in equity and equity-related securities of
domestic and foreign small-sized concerns. 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.

The Investment Manager will seek to identify companies throughout the world 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.  There are no limitations on the types of businesses in which the
Fund may invest, although no more than 25% of the value of the Fund's total
assets may be invested in the securities of companies primarily engaged in any
one industry (other than securities of the U.S. Government, its agencies and
instrumentalities).  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 securities to
those issuers with a record of dividend payments.  Generally speaking, disposal
of a portfolio security will be based upon such factors as (i) actual or
potential deterioration of the issuer's earning power which the Investment
Manager believes may adversely affect the price of its securities, (ii)
increases in the price level of the security or securities generally which the
Investment Manager believes reflect expected earnings growth too far in advance
of realization, and (iii) changes in the relative investment opportunities
offered by other securities.

WHAT ARE SMALL-SIZED COMPANIES?    

Small-sized companies are issuers whose equity securities have a total market
capitalization of up to $1 billion at time of purchase.  There is no minimum
market capitalization for an issuer's equity securities to be considered an
appropriate investment for the Fund.  However, as of this date, the Company 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.


                                        6
<PAGE>

The market capitalization of each issuer's equity securities will be evaluated
quarterly.  The Fund will not be required to sell portfolio securities solely
because the market capitalization of the issuer's equity securities has exceeded
$1 billion, or be prevented from purchasing or be required to sell other
portfolio securities as a result of such change.  Although the market
capitalization of portfolio securities at the time of purchase is used for
compliance purposes, the Company anticipates that the average market
capitalization of the Fund's portfolio at market value will approximate $500
million and will not exceed $750 million.

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 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.


                                        7
<PAGE>

WILL THE FUND INVEST IN EMERGING MARKET COUNTRIES?     

The Fund may invest up to 15% of the value of its total assets in securities of
companies that are organized or headquartered in emerging market countries, and
will not invest more than 15% 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 with and respect to stock market
indexes.  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 market 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.


                                        8
<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 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.


                                        9
<PAGE>

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 _% of the
value of the Fund's net assets or _% 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.

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.


                                       10
<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.


                                       11
<PAGE>

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 __%, 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.)


                                       12
<PAGE>

INVESTMENT AND RISK CONSIDERATIONS

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

RISKS OF INVESTING IN SMALL-SIZED COMPANIES. 

Investments in small-sized concerns may involve greater risks than investments
in larger companies.  The securities of small-sized concerns, as a class, have
shown market behavior which has had periods of more favorable results, and
periods of less favorable results, relative to securities of larger companies as
a class.  In addition, small-sized concerns in which the Fund will invest may be
unseasoned; that is, these companies may have limited or unprofitable operating
histories, limited financial resources and inexperienced management.  Small-
sized concerns often face competition from larger or more established firms that
have greater resources. Small-sized concerns may not have as great an ability to
raise additional capital, may have a less diversified product line (making them
susceptible to market pressure), and may have a smaller public market for their
shares than larger companies.  Securities of small and unseasoned companies are
often less liquid than securities of larger companies and are frequently traded
in the over-the-counter market or on regional exchanges where low trading
volumes may result in erratic or abrupt price movements.  To dispose of these
securities, the Fund may have to sell them over an extended period of time or
below the original purchase price.  Investment by the Fund in these small or
unseasoned companies may be regarded as speculative.  The Fund has investment
restrictions that limit the amount of its assets that can be invested in
companies that have a record of less than three years of continuous operations
and prohibit investment of more than 15% of the value of its net assets in
securities that are illiquid.  However, as a result of these factors, the Fund's
net assets may be more volatile in price than the net asset value of a fund
investing principally in larger companies.

RISKS OF INVESTING IN FOREIGN MARKETS.  

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.


                                       13
<PAGE>

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.


                                       14
<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.


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.


                                       15
<PAGE>

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.  

Pursuant to an agreement among RCM Limited, L.P. ("RCM Limited"), the Investment
Manager, and Dresdner, RCM Limited manages, operates and makes all decisions
regarding the day-to-day business and affairs of the Investment Manager, subject
to the oversight of the Board of Managers, RCM Limited is a California limited
partnership consisting of 39 limited partners and one general partner, RCM
General Corporation, a California corporation ("RCM General").  Twenty-five of
the limited partners of RCM Limited are also principals of the Investment
Manager, and the shareholders of RCM General.

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 stocks of small-sized
companies.  Its portfolio managers and research analysts have been researching
small-sized companies for purchase in domestic equity portfolios and have been
managing small cap portfolios for more than 20 years.  The research team
consults regularly with the senior members of the Investment Manager's equity
portfolio management team concerning economic conditions and the relative merits
and investment opportunities in various industry sectors generally as well as
concerning specific 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 small cap area, Grassroots Research
can be a valuable adjunct to the Investment Manager's traditional research
efforts by providing a "second look" at companies in which the Fund is
considering investing and by checking marketplace assumptions concerning market
demand for particular products and services.


                                       16
<PAGE>

William S. Stack and _________________ are the primary portfolio managers for
the Fund.  Mr. Stack is a principal and member of the Executive Committee of the
Investment Manager, with which he has been associated since 1995.  From October
1985 to August 1994, he was employed by Lexington Management Corporation, where
he was a Managing Director and Chief Investment Officer and managed mutual funds
and investments in global, international and domestic securities. 
_______________ has been associated with the Investment Manager since 19__.

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 1.25% 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).

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 2.50% 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.


                                       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 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.  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 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.


                                       18
<PAGE>

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.

WHEN IS THE SALES CHARGE WAIVED OR REDUCED?  

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

(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;


                                       19
<PAGE>

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

(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.


                                       20
<PAGE>

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 from the Company
by sending a signed, completed subscription form to the Company at P.O. Box
1587, 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.

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 Small Cap Fund and sent to:

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

Attn:  RCM Global Small Cap Fund
       Account I007

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.


                                       21
<PAGE>

WIRE TRANSFERS TO:
State Street Bank and Trust Co., Boston, MA
ABA #011-000028
BFN=RCM Global Small Cap 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.

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 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.


                                       22
<PAGE>

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.

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 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.


                                       23
<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.


                                       24
<PAGE>

INVESTMENT RESULTS

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 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.

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.

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.


                                       25
<PAGE>

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.

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, ______ 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.


                                       26
<PAGE>

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.


                                       27

<PAGE>



                            RCM LARGE CAP GROWTH FUND

                                   OFFERED BY:

                             RCM EQUITY FUNDS, INC.

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

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

                                 _______________

RCM LARGE CAP GROWTH 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 high quality
domestic and foreign companies with large 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.)

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 . . . . . . . . . . . . . . . . . . . . .

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 a diversified portfolio of equity and equity-related
securities of large, high quality domestic and foreign companies.  The Fund
seeks investment returns consistently superior to the returns of the Standard &
Poor's 500 Composite Stock Price Index (the "S&P 500").  Such 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 will meet its investment
objective.  (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 large
companies that the Investment Manager believes have the potential to experience
above average and predictable earning growth.  "Large companies" is defined as
companies with market capitalizations of at least
$1 billion at the time of purchase.

DOES THE FUND INVEST GLOBALLY?

The Fund may invest up to 20% of the value of its total assets in equity and
equity-related securities of foreign issuers.  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.

SHOULD I INVEST IN THE FUND?

The Fund believes that large capitalization companies can offer attractive
investment opportunities.  Such companies can offer potential investors
reasonable valuations and the opportunity to invest in larger, well-established
growth companies with less price volatility than that associated with medium and
smaller capitalization companies.  However, the market prices of stocks of large
companies, like those of all other equity securities, can fluctuate, and
analyzing individual companies can be very time-intensive.  A "large cap" fund
offers experienced professional management to investors who wish to invest in a
diversified portfolio of large companies.

The Fund is designed for investors who recognize and are prepare to accept the
risks of investing in growth companies 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 price fluctuations that the Fund may experience, the
Fund may be an appropriate part of your overall investment strategy.

WHO OPERATES THE FUND?

The 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 & Trust Company.

WHAT ARE SOME OF THE POTENTIAL INVESTMENT RISKS?

Investment in the Fund is subject to a variety of risks in addition to those
normally associated with investments in a portfolio of equity securities.  (See
INVESTMENT AND RISK CONSIDERATIONS.)

The value of the Fund's shares will fluctuate because of fluctuations in the
value of securities in the Fund's portfolio.


                                        3
<PAGE>

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 RISKS?

The Fund may use a variety of techniques to hedge its investments.  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 OBJECTIVE 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.)

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.)


                                        4
<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                               5.50%
(as a percentage of offering price)*

Sales load imposed on reinvested dividends                            None

Deferred sales loads                                                  None

Redemption fees                                                       None


ANNUAL FUND OPERATING EXPENSES

Investment management fees                                            0.75%

12b-1 expenses                                                        0.35%

Other expenses (after expense reduction**)                            0.75%

Total Fund operating expenses (after expense reduction**)             1.85%


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                $67                      $105


*    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 1.85% 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 3.29% and 4.04%, respectively, of the Fund's average daily net
assets.


                                        5
<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 FUND'S OBJECTIVE? WILL THE FUND INCUR?

The Fund's investment objective is to seek appreciation of capital, primarily
through investment in equity and equity-related securities of high quality
domestic and foreign companies with large market capitalizations.  Under normal
market conditions, the Fund will invest at least 65% of the value of its total
assets in such securities.  The Fund seeks investment returns consistently
superior to the S&P 500.  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 will meet its investment objective.

HOW DOES THE FUND SELECT SECURITIES FOR ITS PORTFOLIO?

The Fund intends to invest primarily in equity and equity-related securities of
large domestic and foreign concerns. 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.

The Investment Manager will seek to identify companies throughout the world 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.  There are no limitations on the types of businesses in which the
Fund may invest, although no more than 25% of the value of the Fund's total
assets may be invested in the securities of companies primarily engaged in any
one industry (other than securities of the U.S. Government, its agencies and
instrumentalities).  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 securities to
those issuers with a record of dividend payments.  Generally speaking, disposal
of a portfolio security will be based upon such factors as (i) actual or
potential deterioration of the issuer's earning power which the Investment
Manager believes may adversely affect the price of its securities, (ii)
increases in the price level of the security or securities generally which the
Investment Manager believes reflect expected earnings growth too far in advance
of realization, and (iii) changes in the relative investment opportunities
offered by other securities.

WHAT ARE LARGE COMPANIES?

Large capitalization companies are issuers whose equity securities have a total
market capitalization of at least $1 billion at time of purchase.  There is no
maximum market capitalization for an issuer's equity securities to be considered
an appropriate investment for the Fund.  The market capitalization of each
issuer's equity securities will be evaluated quarterly.  The Fund will not be
required to sell portfolio securities solely because the market capitalization
of the issuer's equity securities has declined below $__ billion, or be
prevented from purchasing or be required to sell other portfolio securities as a
result of such change.


                                        6
<PAGE>

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.

WILL THE FUND INVEST IN FOREIGN SECURITIES ?

The Fund may invest up to 20% of the value of its total assets in equity and
equity-related securities of foreign issuers.  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.  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 [10%] of the
value of its total assets in securities of issuers that are organized or
headquartered in any one foreign country.  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.

WILL THE FUND INVEST IN EMERGING MARKET COUNTRIES?

The Fund may invest up to 10% of the value of its total assets in securities of
companies that are organized or headquartered in emerging market countries, and
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?)


                                        7
<PAGE>

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 market
indexes.  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 market 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.

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 up to 20% of the value of its total
assets 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.


                                        8
<PAGE>

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.

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 __% of the
value of the Fund's net assets or __% 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.


                                        9
<PAGE>

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.

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.


                                       10
<PAGE>

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.

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 50%, 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.


                                       11
<PAGE>

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 EQUITY INVESTMENTS.

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

RISKS OF INVESTING IN FOREIGN MARKETS.

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.

RISK 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.


                                       12
<PAGE>

Economics 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.

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.


                                       13
<PAGE>

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.

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.


                                       14
<PAGE>

Pursuant to an agreement among RCM Limited, L.P. ("RCM Limited"), the Investment
Manager, and Dresdner, RCM Limited manages, operates and makes all decisions
regarding the day-to-day business and affairs of the Investment Manager, subject
to the oversight of the Board of Managers, RCM Limited is a California limited
partnership consisting of 39 limited partners and one general partner, RCM
General Corporation, a California corporation ("RCM General").  Twenty-five of
the limited partners of RCM Limited are also principals of the Investment
Manager, and the shareholders of RCM General.

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 large capitalization
stocks.  Its portfolio managers and research analysts have been researching
large companies for purchase in domestic equity portfolios, and have been
managing large cap portfolios, for more than 20 years.  The research team
consults regularly with the senior members of the Investment Manager's equity
portfolio management team concerning economic conditions and the relative merits
and investment opportunities in various industry sectors generally as well as
concerning specific 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 large cap area, Grassroots
Research can be a valuable adjunct to the Investment Manager's traditional
research efforts by providing a "second look" at companies in which the Fund is
considering investing and by checking marketplace assumptions concerning market
demand for particular products and services.]

Andrew H. Massie, Jr. and Carson Levit are the primary portfolio managers for
the Fund.  Mr. Massie is a principal of the Investment Manager, with which he
has been associated since __________ 1995.  From _________ 1989 to ________ 1994
he was an Investment Manager at [Warburg Pincus], and from 1979 to 1989 he was
an investment manager at Scudder, Stevens & Clark.  Mr. Levit has been
associated with the Investment Manager since ________, 1995.  From _________
1991 to ___________ 1995, he was a Research Analyst at [Fidelity Management and
Research], and from _____________ 1989 to ___________ 1991, he was an associate
at [Robertson Stephens].

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 0.75% 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).


                                       15
<PAGE>

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 1.85% 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.

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.


                                       16
<PAGE>

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 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.


                                       17
<PAGE>

WHEN IS THE SALES CHARGE WAIVED OR REDUCED?

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

(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;

(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.


                                       18
<PAGE>

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 from the Company
by sending a signed, completed subscription form to the Company at P.O. Box
1587, 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.

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.


                                       19
<PAGE>

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 Large Cap Growth Fund and sent to:

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

Attn:  RCM Large Growth Fund
       Account I008

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 Large Cap Growth 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.

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 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.


                                       20
<PAGE>

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 may
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.

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.


                                       21
<PAGE>


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.

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.


                                       22
<PAGE>

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 a redemption.

INVESTMENT RESULTS

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 S&P 500 Composite Index.

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

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.


                                       23
<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 Large Cap Growth Fund, __________ shares have been designated as shares of
RCM Global Technology Fund, __________ shares have been designated as shares of
RCM Global Health Care Fund, and __________ shares have been designated as
shares of RCM Global Small Cap 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.


                                       24
<PAGE>

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.


                                       25
<PAGE>

                             RCM EQUITY FUNDS, INC.
   

                           RCM GLOBAL TECHNOLOGY FUND
                           RCM GLOBAL HEALTH CARE FUND
                            RCM GLOBAL SMALL CAP FUND
                            RCM LARGE CAP GROWTH FUND
    

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

                       STATEMENT OF ADDITIONAL INFORMATION

   
                                December __, 1996
    

   

RCM Global Technology Fund (the "Technology Fund"), RCM Global Health Care Fund
(the "Health Care Fund"), RCM Global Small Cap Fund (the "Small Cap Fund"), and
RCM Large Cap Growth Fund ("the Large Cap Fund") are no-load series (each a
"Fund" and collectively the "Funds") of RCM Equity Funds, Inc. (the "Company"),
an open-end management investment company. The Funds' investment manager is RCM
Capital Management LLC (the "Investment Manager").

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

                                TABLE OF CONTENTS

                                                                            PAGE
   

Investment Objectives and Policies . . . . . . . . . . . . . . . . . .
Investment and Risk Considerations . . . . . . . . . . . . . . . . . .
Investment Restrictions. . . . . . . . . . . . . . . . . . . . . . . .
Execution of Portfolio Transactions. . . . . . . . . . . . . . . . . .
Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . .
The Investment Manager . . . . . . . . . . . . . . . . . . . . . . . .
The Distributor. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Asset Value. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase and Redemption of Shares. . . . . . . . . . . . . . . . . . .
Dividends, Distributions and Tax Status. . . . . . . . . . . . . . . .
Investment Results . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Capital Shares. . . . . . . . . . . . . . . . . . . . .
Additional Information . . . . . . . . . . . . . . . . . . . . . . . .
    

<PAGE>

   
                       __________________________________

                       INVESTMENT OBJECTIVES AND POLICIES
                       __________________________________


INVESTMENT CRITERIA

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

INVESTMENT IN FOREIGN SECURITIES

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

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

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


                                       -2-
<PAGE>

   
A substantial portion of the assets of each Fund may be invested in securities
of Japanese issuers.  The Japanese currency is the Yen (as of September 30,
1996: Y99.72 = $1 U.S.).  Gross domestic product ("GDP") was Y___ trillion
($_____ billion) in 1995.  The current account balance in 1995 was a surplus of
Y____ trillion ($___ billion), which was ___% of the GDP.  The annual rate of
inflation in 1995 was ___%.  The average rate of inflation for the three years
ending 1995 was ___%.  Japan is a highly industrialized nation with a population
in excess of 120 million people.  At the end of 1994 and 1995, total market
value of shares listed on the Tokyo stock exchange was $_____ billion and $_____
billion, respectively, which was an increase of 23.3%.  The Nikkei stock
average, which is calculated on a formula similar to that used for the Dow Jones
average in the United States, was _____________ and _______ at year-end 1994 and
1995, respectively.

INVESTMENT IN EMERGING MARKET COUNTRIES.  Each Fund may invest in securities of
emerging markets issuers.  As a general matter, countries that are not
considered to be developed foreign countries by the Investment Manager will be
deemed to be emerging market countries.  (See INVESTMENT IN DEVELOPED FOREIGN
COUNTRIES.)  As their economies grow and their markets grow and nature, some
countries that currently may be characterized by the Investment Manager as
emerging market countries may be deemed by the Investment Manager to be
developed foreign countries.  In the event that the Investment Manager deems a
particular country to be a developed foreign country, any investment in
securities issued by that country's government or by an issuer located in that
country would not be subject to the Funds' overall limitations on investments in
emerging market countries.
    

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

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

CURRENCY MANAGEMENT

   
Securities purchased by the Funds may be denominated in U.S. dollars, foreign
currencies, or multinational currency units such as the European Currency Unit,
and the Funds will incur costs in connection with conversions between various
currencies.  Movements in the various securities markets may be offset by
changes in foreign currency exchange rates.  Exchange rates frequently move
independently of securities markets in a particular country.  As a result, gains
in a particular securities
    


                                       -3-
<PAGE>

   
market may be affected, either positively or negatively, by changes in exchange
rates, and a Fund's net currency positions may expose it to risks independent of
its securities positions.

From time-to-time, the Funds may employ currency management techniques to
enhance their total returns, although they presently do not intend to do so.  A
Fund may not employ more than 30% of the value of its total assets in currency
management techniques for the purpose of enhancing returns.  To the extent that
such techniques are used to enhance return, they are considered speculative.

A Fund's ability to engage in currency transactions may be limited by the
requirements of the Internal Revenue Code of 1986 for qualification as a
regulated investment company and the Fund's intention to continue to qualify as
such.  (See DIVIDENDS, DISTRIBUTIONS AND TAX STATUS.)  A Fund's ability and
decisions to purchase or sell portfolio securities also may be affected by the
laws or regulations in particular countries relating to convertability and
repatriation of assets.  Because the shares of the Funds are redeemable in U.S.
dollars each day the Funds determine their net asset value, the Funds must have
the ability at all times to obtain U.S. dollars to the extent necessary to meet
redemptions.  Under present conditions, the Investment Manager does not believe
that these considerations will have any significant adverse effect on its
portfolio strategies, although there can be no assurances in this regard.

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

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

Each Fund may enter into contracts to purchase foreign currencies to protect
against an anticipated rise in the U.S. dollar price of securities it intends to
purchase.  Each Fund may enter into contracts to sell
    


                                       -4-
<PAGE>

   
foreign currencies to protect against the decline in value of its foreign
currency denominated or quoted portfolio securities, or a decline in the value
of anticipated dividends from such securities, due to a decline in the value of
foreign currencies against the U.S. dollar.  Contracts to sell foreign currency
could limit any potential gain which might be realized by a Fund if the value of
the hedged currency increased.

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

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

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

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

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


                                       -5-
<PAGE>

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

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

The currency swap market has grown substantially in recent years, with a large
number of banks and investment banking firms acting both as principals and
agents utilizing standard swap documentation, and the Investment Manager has
determined that the currency swap market has become relatively liquid.  However,
the use of currency swaps is a highly specialized activity which involves
investment techniques and risks different from those associated with ordinary
portfolio securities transactions.  If the Investment Manager is incorrect in
its forecasts of market values and currency exchange rates, the investment
performance of a Fund entering into a currency swap would be less favorable than
it would have been if this investment technique were not used.

OPTIONS TRANSACTIONS

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

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

PUT OPTIONS.  Purchasing put options may be used as a portfolio investment
strategy when the Investment Manager perceives significant short-term risk but
substantial long-term appreciation for the


                                       -6-
<PAGE>

   
underlying security.  The put option acts as an insurance policy, as it protects
against significant downward price movement while it allows full participation
in any upward movement.  If a Fund is holding a stock which the Investment
Manager feels has strong fundamentals, but for some reason may be weak in the
near term, the Fund may purchase a put option on such security, thereby giving
itself the right to sell such security at a certain strike price throughout the
term of the option.  Consequently, the Fund will exercise the put only if the
price of such security falls below the strike price of the put.  The difference
between the put's strike price and the market price of the underlying security
on the date the Fund exercises the put, less transaction costs, will be the
amount by which the Fund will be able to hedge against a decline in the
underlying security.  If during the period of the option the market price for
the underlying security remains at or above the put's strike price, the put will
expire worthless, representing a loss of the price the Fund paid for the put,
plus transaction costs.  If the price of the underlying security increases, the
profit the Fund realizes on the sale of the security will be reduced by the
premium paid for the put option less any amount for which the put may be old.

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

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

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

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

DEALER OPTIONS.  Each Fund may engage in transactions involving dealer options
as well as exchange-traded options.  Options not traded on an exchange generally
lack the liquidity of an exchange traded
    


                                       -7-
<PAGE>

   
option, and may be subject to a Fund's restriction on investment in illiquid
securities.  In addition, dealer options may evolve the risk that the securities
dealers participating in such transactions will fail to meet their obligations
under the terms of the option.
    

SHORT SALES

   
Each Fund may engage in short sales transactions.  A short sale that is not made
"against the box" is a transaction in which a Fund sells a security it does not
own in anticipation of a decline in market price.  When a Fund makes a short
sale, the proceeds it receives are retained by the broker until the Fund
replaces the borrowed security.  In order to deliver the security to the buyer,
the Fund must arrange through a broker to borrow the security and, in so doing,
the Fund becomes obligated to replace the security borrowed at its market price
at the time of replacement, whatever that price may be.

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

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

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


                                       -8-
<PAGE>

   
A Fund's ability to enter into short sales transactions is limited by the
requirements of the Internal Revenue Code with respect to the Fund's
qualifications as a regulated investment company.  (See DIVIDENDS, DISTRIBUTIONS
AND TAX STATUS.)

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

FUTURES TRANSACTIONS

   
Each Fund may purchase and sell currency futures contracts and futures options,
in accordance with the strategies more specifically described below, to hedge
against currency exchange rate fluctuations or to enhance returns.
    

FUTURES CHARACTERISTICS.  A futures contract is an agreement between two parties
(buyer and seller) to take or make delivery of an amount of cash equal to the
difference between the value of currency at the close of the last trading day of
the contract and the price at which the currency contract was originally
written.  In the case of futures contracts traded on U.S. exchanges, the
exchange itself or an affiliated clearing corporation resumes the opposite side
of each transaction (i.e., as buyer or seller).  A futures contract may be
satisfied or closed out by payment of the change in the cash value of the
currency.  No physical delivery of the underlying currency is made.

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


                                       -9-
<PAGE>

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

PURCHASE OF FUTURES.  The Investment Manager may purchase a currency futures
contract when it anticipates the subsequent purchase of particular securities
and has the necessary cash, but expects the currency exchange rates then
available in the applicable market to be less favorable than rates that are
currently available, or to attempt to enhance return when it anticipates that
future currency exchange rates will be more favorable than current rates.

   
SALE OF FUTURES.  The Investment Manager may sell a currency futures contract to
hedge against an anticipated decline in foreign currency rates that would
adversely affect the dollar value of a Fund's portfolio securities denominated
in such currency, or may sell a currency futures contract in one currency to
hedge against fluctuations in the value of securities denominated in a different
currency if there is an established historical pattern or correlation between
the two currencies.

PURCHASE OF PUT OPTIONS ON FUTURES.  The purchase of a put option on a currency
futures contract is analogous to the purchase of a put on an individual stock,
where an absolute level of protection from price fluctuation is sought below
which no additional economic loss would be incurred by a Fund.  The purchase of
a put option on a currency futures contract can be used to hedge against
unfavorable movements in currency exchange rates, or to attempt to enhance
returns in contemplation of movements in such rates.

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

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


                                      -10-
<PAGE>

   
TAX TREATMENT.  The extent to which a Fund may engage in futures and futures
option transactions may be limited by the requirements of the Internal Revenue
Code of 1986 for qualification as a regulated investment company and the Fund's
intention to continue to qualify as such.  See DIVIDENDS, DISTRIBUTIONS AND
TAXES.

REGULATORY MATTERS.  The Company has filed a claim of exemption from
registration of the Funds as commodity pools with the Commodity Futures Trading
Commission (the "CFTC").  Each Fund intends to conduct its futures trading
activity in a manner consistent with that exemption.  The Investment Manager is
registered with the CFTC as both a Commodity Pool Operator and as a Commodity
Trading Advisor.

DEBT SECURITIES

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

The debt obligations in which the Funds will invest will be rated, at the time
of purchase, BBB or higher by Standard & Poor's Corporation ("Standard &
Poor's") or 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.  If
the rating of an investment grade security held by a Fund is downgraded, the
Investment Manager will determine whether it is in the best interests of the
Fund to continue to hold the security in its investment portfolio.

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

PREFERRED STOCKS

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

INVESTMENT IN ILLIQUID SECURITIES

   
Each Fund may purchase illiquid securities.  The Investment Manager takes into
account a number of factors in reaching liquidity decisions, including, but not
limited to:  the listing of the security on an exchange or national market
system; the frequency of trading in the security; the number of dealers
    

                                      -11-
<PAGE>

who publish quotes for the security; the number of dealers who serve as market
makers for the security; the apparent number of other potential purchasers; and
the nature of the security and how trading is effected (e.g., the time needed to
sell the security, how offers are solicited, and the mechanics of transfer).

CASH-EQUIVALENT INVESTMENTS

   
Other than as described below under INVESTMENT RESTRICTIONS, no Fund is
restricted with regard to the types of cash-equivalent investments it may make.
When the Investment Manager believes that such investments are an appropriate
part of a Fund's overall investment strategy, the Fund may hold or invest, for
investment purposes, a portion of its assets in any of the following,
denominated in U.S. dollars, foreign currencies, or multinational currency
units:  cash; short-term U.S. or foreign government securities; commercial paper
rated at least A-2 by Standard & Poor's or P-2 by Moody's; certificates of
deposit or other deposits of banks deemed creditworthy by the Investment Manager
pursuant to standards adopted by the Company's Board of Directors; time
deposits; bankers' acceptances; and repurchase agreements related to any of the
foregoing.  In addition, for temporary defensive purposes under abnormal market
or economic conditions, a Fund may invest up to 100% of its assets in such
cash-equivalent investments.

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

DIVERSIFICATION

Each Fund other than the Technology Fund is "diversified" within the meaning of
the 1940 Act.  In order to qualify as diversified, a Fund must diversify its
holdings so that at all times at least 75% of the value of its total assets is
represented by cash and cash items (including receivables), securities issued or
guaranteed as to principal or interest by the United States or its agencies or
instrumentalities, securities of other investment companies, and other
securities (for this purpose other securities of any one issuer are limited to
an amount not greater than 5% of the value of the total assets of the Fund and
to not more than 10% of the outstanding voting securities of the issuer).

PORTFOLIO TURNOVER

Each Fund may invest in securities on either a long-term or short-term basis.  A
Fund may invest with the expectation of short-term capital appreciation if the
Investment Manager believes that such action will benefit the Fund's
stockholders.  A Fund also may sell securities that have been held on a
short-term basis if the Investment Manager believes that circumstances make the
sale of such securities advisable.  This may result in a taxable stockholder
paying higher income taxes than would be the case with investment companies
emphasizing the realization of long-term capital gains.  Because the Investment
Manager will purchase and sell securities for each Fund's portfolio without
regard to the length of the holding period for such securities, it is possible
that a Fund's portfolio will have a higher turnover rate than might be expected
for investment companies that invest substantially all of their
    


                                      -12-
<PAGE>

   
funds for long-term capital appreciation or generation of current income.
Securities in a Fund's portfolio will be sold whenever the Investment Manager
believes it is appropriate to do so, regardless of the length of time that
securities have been held, and securities may be purchased or sold for
short-term profits whenever the Investment Manager believes it is appropriate or
desirable to do so.  Turnover will be influenced by sound investment practices,
a Fund's investment objective, and the need for funds for the redemption of a
Fund's shares.

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

INVESTMENT RESTRICTIONS

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

                       __________________________________

                       INVESTMENT AND RISK CONSIDERATIONS
                       __________________________________


INVESTMENTS IN FOREIGN SECURITIES GENERALLY

   
Investments in foreign equity securities may offer investment opportunities and
potential benefits not available from investments solely in securities of U.S.
issuers.  Such benefits may include the opportunity to invest in foreign issuers
that appear, in the opinion of the Investment Manager, to offer better
opportunity for long-term capital appreciation than investments in securities of
U.S. issuers, the opportunity to invest in foreign countries with economic
policies or business cycles different from those of the United States and the
opportunity to reduce fluctuations in portfolio value by taking advantage of
foreign stock markets that do not necessarily move in a manner parallel to U.S.
stock markets.

At the same time, however, investing in foreign equity securities involves
significant risks, some of which are not typically associated with investing in
securities of U.S. issuers.  For example, the value of investments in such
securities may fluctuate based on changes in the value of one or more foreign
currencies relative to the U.S. dollar, and a change in the exchange rate of one
or more foreign currencies could reduce the value of certain portfolio
securities.  Currency exchange rates may fluctuate significantly over short
periods of time, and are generally determined by the forces of supply and demand
and other factors beyond the Funds' control.  Changes in currency exchange rates
may, in
    


                                      -13-
<PAGE>

   
some circumstances, have a greater effect on the market value of a security than
changes in the market price of the security.  To the extent that a substantial
portion of a Fund's total assets is denominated or quoted in the currency of a
foreign country, the Fund will be more susceptible to the risk of adverse
economic and political developments within that country.  As discussed above,
each Fund may employ certain investment techniques to hedge its foreign currency
exposure; however, such techniques also entail certain risks.


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

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

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

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

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


                                      -14-
<PAGE>

DEPOSITORY RECEIPTS

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

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

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

EMERGING MARKET SECURITIES

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

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


                                      -15-
<PAGE>

   
In many cases, governments of emerging market countries continue to exercise a
significant degree of control over the economies of such countries, and
government actions relative to the economy, as well as economic developments
generally, also may have a major effect on an issuer's prospects.  In addition,
certain of such governments have in the past failed to recognize private
property rights and have at times naturalized or expropriated the assets of
private companies.  There is also a heightened possibility of confiscatory
taxation, imposition of withholding taxes on interest payments, or other similar
developments that could affect investments in those countries.  As a result,
there can be no assurance that adverse political changes will not cause a Fund
to suffer a loss with respect to any of its holdings. In addition, political and
economic structures in many of such countries may be undergoing significant
evolution and rapid development, and such countries may lack the social,
political and economic stability characteristic of more developed countries.
Unanticipated political or social developments may affect the value of the
Funds' investments in those countries and the availability of additional
investments in those countries.

INVESTMENTS IN SMALLER COMPANIES

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

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

CONVERTIBLE SECURITIES

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

                                      -16-
<PAGE>

be required to permit the issuer to redeem the security, convert it into the
underlying common stock, or sell it to a third party.


DEBT OBLIGATIONS

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

OPTIONS

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

A decision as to whether, when and how to use options involves the exercise of
skill and judgment, and even a well-conceived transaction may be unsuccessful to
some degree because of market behavior or unexpected events.  The extent to
which a Fund may enter into options transactions may be limited by the Internal
Revenue Code requirements for qualification as a regulated investment company.
    

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

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


                                      -17-
<PAGE>

FUTURES TRANSACTIONS

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

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

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

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

In addition to the possibility that there may be an imperfect correlation, or no
correlation at all, between movements in the futures and the currencies which
are the subject of a hedge, the price of futures contracts nay not correlate
perfectly with movement in the currency due to certain market distortions.
First, all participants in the futures market are subject to margin deposit and
maintenance requirements.  Rather than meeting additional margin deposit
requirements, investors may close futures contracts through offsetting
transactions.  This practice could distort the normal relationship between the
currency and futures markets.  Second, from the point of view of speculators,
the deposit requirements in the futures market may be less onerous than margin
requirements in the currency market.  Therefore, increased participation by
speculators in the futures market also may cause temporary price distortions.
Due to the possibility of price distortion in he futures market and because of
the imperfect correlation between movements in the currency and movements in the
price of currency futures, a correct forecast of general currency trends by the
Investment Manager still may not result in a successful hedging transaction over
a very short time frame.
    


                                      -18-
<PAGE>

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

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

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

Successful use of futures by the Funds for hedging purposes or to enhance
returns is subject to the Investment if Manager's ability to predict correctly
movements in the direction of the currency markets.  For example, if a Fund
purchased currency futures contracts with the intention of profiting from a
favorable change in currency exchange rates, and the change was unfavorable, the
Fund would incur a loss, and might have to sell securities to meet daily
variation margin requirements at a time when it might be disadvantageous to do
so.  The Investment Manager and its predecessor have been actively engaged in
the provision of investment supervisory services for institutional and
individual accounts since 1970, but the skills required for the successful use
of futures and options on futures are different from those needed to select
portfolio securities, and the Investment Manager has limited prior experience in
the use of futures or options techniques in the management of assets under its
supervision.

OTHER RISK CONSIDERATIONS

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

A number of transactions in which the Funds may engage are subject to the risks
of default by the other party of the transaction.  If the seller of securities
pursuant to a repurchase agreement entered into by a Fund defaults and the value
of the collateral securing the repurchase agreement declines, the Fund may incur
a loss.  If bankruptcy proceedings re commenced with respect to the seller,
realization on the collateral by the Fund may be delayed or limited.  Similarly,
when a Fund engages in when-issued, reverse repurchase, forward commitment and
relayed settlement transactions, it relies on the other party
    

                                      -19-
<PAGE>

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

                       __________________________________

                             INVESTMENT RESTRICTIONS
                       __________________________________


FUNDAMENTAL POLICIES
   

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

1.   Invest more than 25% the value of its total assets in the securities of
     companies primarily engaged in any one industry (other than the United
     States of America, its agencies and instrumentalities);

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

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

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

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

6.   Make loans of its funds or assets to any other person, which shall not be
     considered as including:  (i) the purchase of a portion of an issue of
     publicly distributed debt securities, (ii) the purchase of bank obligations
     such as certificates of deposit, bankers' acceptances and


                                      -20-
<PAGE>

   
     other short-term debt obligations, (iii) entering into repurchase
     agreements with respect to commercial paper, certificates of deposit and
     obligations issued or guaranteed by the U.S. Government, its agencies or
     instrumentalities, and (iv) the loan of portfolio securities to brokers,
     dealers and other financial institutions where such loan is callable by the
     Fund at any time on reasonable notice and is fully secured by collateral in
     the form of cash or cash equivalents.  A Fund will not enter into
     repurchase agreements with maturities in excess of seven days if
     immediately after and as a result of such transaction the value of the
     Fund's holdings of such repurchase agreements exceeds 10% of the value of
     the Fund's total assets:
    

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

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

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

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

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

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

OPERATING POLICIES

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

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

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


                                      -21-
<PAGE>

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

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

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


                       __________________________________

                       EXECUTION OF PORTFOLIO TRANSACTIONS
                       __________________________________

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


                                      -22-
<PAGE>

to the Investment Manager as part of the services.  In any case in which
information and other services can be used for both research and non-research
purposes, the Investment Manager makes an appropriate allocation of those uses
and pays directly for that portion of the services to be used for non-research
purposes.

   
Subject to the requirement of seeking the best 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
or dealer that has provided investment information to the Investment Manager.
In so doing, the Investment Manager may effect securities transactions which
cause a Fund to pay an amount of commission in excess of the amount of
commission another broker would have charged.  In electing such broker or
dealer, the Investment Manager will make a good faith determination that the
amount of commission is reasonable in relation to the value of the brokerage
services and research and investment information received, viewed in terms of
either the specific transaction or the Investment Manager's overall
responsibility to the accounts for which the Investment Manager exercises
investment discretion.  The Investment Manager continually evaluates all
commissions paid in order to ensure that the commissions represent reasonable
compensation for the brokerage and research services provided by such brokers.
Such investment information as is received from brokers or dealers may be used
by the Investment Manager in servicing all of its clients (including the Funds)
and it is recognized that a Fund may be charged commission paid to a broker or
dealer who supplied research services not utilized by the Fund.  However, the
Investment Manager expects that each Fund will benefit overall by such practice
because it is receiving the benefit of research services and the execution of
such transactions not otherwise available to it without the allocation of
transactions based on the recognition of such research services.

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

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

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

In all such cases, the Dresdner Affiliates will act as agent for the Funds, and
the Investment Manager will not enter into any transaction on behalf of the Fund
in which a Dresdner Affiliate is acting as
    


                                      -23-
<PAGE>

   
principal for its own account.  In connection with such agency transactions, the
Dresdner Affiliates will receive compensation in the form of a brokerage
commission separate from the Investment Manager's management fee.  It is the
Investment Manager's policy that such commissions be reasonable and fair when
compared to the commissions received by other brokers in connection with
comparable transactions involving similar securities and that the commissions
paid to a Dresdner Affiliate be no higher than the commissions paid to that
broker by any other similar customer of that broker who receives brokerage and
research services that are similar in scope and quality to those received by the
Funds.

The Investment Manager performs investment management and advisory services for
various clients, including other registered investment companies, and pension,
profit-sharing and other employee benefit trusts, as well as individuals.  In
many cases, portfolio transactions for a Fund may be executed in an aggregated
transaction as part of concurrent authorizations to purchase or sell the same
security for numerous accounts served by the Investment Manager, some of which
accounts may have investment objectives similar to those of the Fund.  The
objective of aggregated transactions is to obtain favorable execution and/or
lower brokerage commissions, although there is no certainty that such objective
will be achieved.  Although executing portfolio transactions in an aggregated
transaction potentially could be either advantageous or disadvantageous to any
one or more particular accounts, aggregated transactions in which a Fund
participates will be effected only when the Investment Manager believes that to
do so will be in the best interest of the Fund, and the Investment Manager is
not obligated to aggregate orders into larger transactions.  These orders
generally will be averaged as to price.  When such aggregated transactions
occur, the objective will be to allocate the executions in a manner which is
deemed fair and equitable to each of the accounts involved over time.  In making
such allocation decisions, the Investment Manager will use its business judgment
and will consider, among other things, any or all of the following:  each
client's investment objectives, guidelines, and restrictions, the size of each
client's order, the amount of investment funds available in each client's
account, the amount already committed by each client to that or similar
investments, and the structure of each client's portfolio.  Although the
Investment Manager will use its best efforts to be fair and equitable to all
clients, including the Funds, there can be no assurance that any investment will
be proportionately allocated among clients according to any particular or
predetermined standard or criteria.  The Investment Manager will not include
orders on behalf of any affiliated or related entity in any aggregated
transaction that includes orders placed on behalf of a Fund.
    

                       __________________________________

                             DIRECTORS AND OFFICERS
                       __________________________________


The names and addresses of the directors and officers of the Company and their
principal occupations and certain other affiliations during the past five years
are given below.  Unless otherwise specified, the address of each of the
following persons is Four Embarcadero Center, Suite 3000, San Francisco,
California 94111.

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

                                      -24-
<PAGE>

   
Investment Trust and Pacific Gas and Electric Nuclear Decommissioning Trust.  He
also serves as a director of RCM Capital Funds, Inc. ("Capital Funds").

PAMELA A. FARR, Director.  Ms. Farr is an independent management consultant.
From 1991 to 1994, she was President of Banyan Homes, Inc., a real estate
development and construction firm; for eight years she was a management
consultant for McKinsey & Company, where she served a variety of Fortune 500
companies in all aspects of strategic management and organizational structure.
She also serves as a director of Capital Funds.

THOMAS S. FOLEY, Director.  Mr. Foley has been a partner in the law firm of
Akin, Gump, Strauss, Hauer & Feld, L.L.P. since January 1995.  Prior to that he
served as the 49th Speaker of the House of Representatives and was the
representative of the 15th Congressional District of the State of Washington
from 1965 to 1994.  Mr. Foley serves on the Board of Directors of the H.J. Heinz
Company, on the Global Advisory Board of Coopers & Lybrand L.L.P. and on the
Board of Overseers of Whitman College.  He also serves as a director of Capital
Funds.

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

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

RICHARD W. INGRAM, President, Treasurer and Chief Financial Officer.  Mr. Ingram
is Senior Vice President and Director of Client Services and Treasury
Administration of Funds Distributor, Inc., ("FDI"), the ultimate parent of which
is Boston Institutional Group, Inc.  From March 1994 to November 1995, Mr.
Ingram was Vice President and Division Manager of First Data Investor Services
Group.  From 1989 to 1994, Mr. Ingram was Vice President, Assistant Treasurer
and Tax Director -  Mutual Funds of The Boston Company.  He is also President,
Treasurer and Chief Financial Officer of Capital Funds; President, Chief
Financial Officer and Assistant Treasurer of RCM Strategic Global Government
Fund, Inc. ("RCS"); and an officer of certain investment companies advised or
administered by the Dreyfus Corporation ("Dreyfus"), Waterhouse Asset Management
("Waterhouse") and Morgan Guaranty Trust Company of New York ("Morgan
Guaranty").  His address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.

JOHN E. PELLETIER, Vice President and Secretary.  Mr. Pelletier is Senior Vice
President and General Counsel of FDI.  From February 1992 to April 1994, he
served as Counsel for The Boston Company Advisors, Inc.  From August 1990 to
February 1992, Mr. Pelletier was employed as an Associate at Ropes & Gray.  He
is also a Vice President and Secretary of Capital Funds; a Vice President and
Assistant Secretary of RCS; and an officer of certain investment companies
advised or administered by
    


                                      -25-
<PAGE>

   
Dreyfus, Waterhouse and Morgan Guaranty.  His address is 60 State Street, Suite
1300, Boston, Massachusetts 02109.

ELIZABETH A. BACHMAN, Vice President and Assistant Secretary.  Ms. Bachman is
Assistant Vice President and Counsel of FDI, with which she has been associated
since September 1994.  Since September 1995 to present, she has also served as
Counsel to Premier Mutual Fund Services, Inc.  Prior to September 1995, she was
enrolled at Fordham University School of Law and received her J.D. in May 1995.
Prior to September 1992, Ms. Bachman was an Assistant at the National
Association for Public Interest Law.  She is also Vice President and Assistant
Secretary of Capital Funds and RCS, and an officer of certain investment
companies advised or administrated by Dreyfus, Waterhouse and Morgan Guaranty.
Her address is 600 Park Avenue, Sixth Floor, New York, New York 10166.

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

MARY A. NELSON, Assistant Treasurer.  Ms. Nelson is the Manager of Treasury,
Services and Administration for FDI, with which she has been associated since
1994.  From 1989 to 1994, she was an Assistant Vice President and Client Manager
for The Boston Company.  She is also Assistant Treasurer of Capital Funds.  Her
address is 60 State Street, Suite 1300, Boston, Massachusetts 02109.
    

   
It is presently anticipated that regular meetings of the Company's Board of
Directors will be held on a quarterly basis.  The Company's Audit Committee,
whose present members are DeWitt F. Bowman and Frank P. Greene, meets with the
Company's independent accountants to change views and information and to assist
the full Board in fulfilling its responsibilities relating to corporate
accounting and reporting practices.  Each director of the Company receives a fee
of $6,000 per year plus $1,000 for each Board meeting attended, and is
reimbursed for travel and other expenses incurred in connection with attending
Board meetings.

The following table sets forth the aggregate compensation expected to be paid by
the Company for the fiscal year ending December 31, 1996, to the Directors and
the aggregate compensation expected to be paid to the Directors for service on
the Company's Board and that of all other funds in the "Company complex" as
defined in Schedule 14A under the Securities Exchange Act of 1934):
    


                                      -26-
<PAGE>

   
<TABLE>
<CAPTION>


                                                                 Pension or
                                                                 Retirement                                  Total Compensation
                                         Aggregate            Benefits Accrued        Estimate Annual         from Company and
                                        Compensation             as Part of            Benefits Upon          Company Complex
               Name                     from Company          Company Expenses           Retirement         Paid to Director (1)
- -------------------------------         ------------          -----------------       ---------------       --------------------
<S>                                     <C>                   <C>                     <C>                   <C>

DeWitt F. Bowman                          $10,000                   None                    N/A

Pamela A. Farr (2)
Thomas S. Foley (2)

Frank P. Greene                           $10,000                   None                    N/A

George G.C. Parker (2)

</TABLE>
    

_____________________

(1)  There are seven funds in the Company complex, including the Funds.
(2)  Elected as a Director on May 28, 1996.

As of ____________, 1996, no Director or officer of the Company was a beneficial
owner of any shares of the outstanding Common Stock of any series of the
Company.


                       __________________________________

                             THE INVESTMENT MANAGER
                       __________________________________

   

The Company's Board of Directors has overall responsibility for the operation of
the Funds.  Pursuant to such responsibility, the Board has approved various
contracts for various financial organizations to provide, among other things,
day to day management services required by the Funds.  The Company, on behalf of
each Fund, has retained as the Funds' Investment Manager RCM Capital Management,
L.L.C., a Delaware limited liability company with principal offices at Four
Embarcadero Center, Suite 3000, San Francisco, California 94111.  The Investment
Manager is actively engaged in providing investment supervisory services to
institutional nd 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 at Gallunsanlage 7, 60041 Frankfurt, Germany.  With total
consolidated assets as of December 31, 1995, of DM 484 billion ($337 billion),
and approximately 1,600 offices and 45,000 employees in over 60 countries around
the world, Dresdner is Germany's second largest bank.  Dresdner provides a full
range of banking services, including traditional lending activities, mortgages,
securities, project finance and leasing, to private customers and financial and
institutional clients.  In the United States, Dresdner maintains branches in New
York and Chicago and an agency in Los Angeles.  As of the date of this
Prospectus,
    


                                      -27-
<PAGE>
   

the nine members of the Board of Managers of the Investment Manager are William
L. Price (Chairman), Hans-Dieter Bauernfeind, Gerhard Ebersdadt, George N.
Fugelsang, Michael J. Apatoff, John D. Leland, Jr., Jeffrey S. Rudsten, William
S. Stack, and Kenneth B. Weeman, Jr.

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

Pursuant to an agreement among RCM Limited, L.P. ("RCM Limited"), the Investment
Manager, and Dresdner, RCM Limited manages, operates and makes all decisions
regarding the day-to-day business and affairs of the Investment Manager, subject
to the oversight of the Board of Managers.  RCM Limited is a California limited
partnership consisting of 39 limited partners and one general partner, RCM
General Corporation, a California corporation ("RCM General").  Twenty-five of
the limited partners of RCM Limited are also principals of the Investment
Manager, and the shareholders of RCM General.  As of the date of this
Prospectus, the following persons are limited partners of RCM Limited and
shareholders of RCM General: William L. Price, Michael J. Apatoff, Eamonn F.
Dolan, John D. Leland, Jr., Jeffrey S. Rudsten, William S. Stack, Kenneth B.
Weeman, Jr., Anthony Ain, Donna L. Avedisian, John L. Bernard, Huachen Chen,
Jacqueline M. Cormier, Ellen M. Courtien, G. Nicholas Farwell, Joanne L. Howard,
Stephen Kim, John A. Kriewall, Allan C. Martin, Andrew H. Massie, Jr., Melody L.
McDonald, Lee N. Price, Walter C. Price, Jr., Gary W. Schreyer, Andrew C.
Whitelaw, and Jeffrey J. Wiggins.

The Investment Manager provides the Funds with investment supervisory services
pursuant to an Investment Management Agreement, Power of Attorney and Service
Agreement dated June 14, 1996 with respect to the Technology Fund and Investment
Management Agreement, Power of Attorney and Service Agreements dated
_______________, 1996 with respect to each of the other Funds (each a
"Management Agreement").  The Investment Manager manages each Fund's
investments, provides various administrative services, and supervises the Funds'
daily business affairs, subject to the authority of the Board of Directors.  The
Investment Manager is also the investment manager for each series of RCM Capital
Funds, Inc., an open-end management investment company consisting of three
series, and RCM Strategic Global Government Fund, Inc., a closed-end management
investment company.  The Investment Manager also acts as sub-adviser to
Bergstrom Capital Corporation, a closed-end management investment company.

The Management Agreement with respect to the Technology Fund was approved by the
stockholders of the Fund on May 28, 1996, and by the unanimous vote of the
Company's Board of Directors on May 20, 1996, and will continue in effect until
June 14, 1998.  The Management Agreement with respect to each of the other Funds
was approved by the initial stockholders of the Funds on ____________, 1996 and
by the unanimous vote of the Company's Board of Directors on ____________, 1996,
and will continue in effect until ____________, 1998.  Each Management Agreement
may be renewed from year-to-year after its initial term, provided that any such
renewals have been specifically approved at
    


                                      -28-
<PAGE>

   
least annually by (i) a majority of the Company's Board of Directors, including
a majority of the Directors who are not parties to the Management Agreement or
interested persons of any such person, cast in person at a meeting called for
the purpose of voting on such approval, or (ii) the vote of a majority (as
defined in the 1940 Act) of the outstanding voting securities of the Fund and
the vote of a majority of the Directors who are not parties to the contract or
interested persons of any such party.

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

The Investment Manager has voluntarily agreed to limit each Fund's expenses as
described in its Prospectus.  In subsequent years, each Fund has agreed to
reimburse the Investment Manager for any such payments to the extent that the
Fund's operating expenses are otherwise below this expense cap.  This obligation
will not be recorded on the books of a Fund to the extent that the total
operating expenses of the Fund are at or above the expense cap.  However, if the
total operating expenses of the Fund fall below the expense cap, the
reimbursement to the Investment Manager will be accrued by the Fund as a
liability.  In addition, each Fund is subject to certain limitations on expenses
imposed by state securities laws.  At present, the only expense limitation known
to the Company to be in effect is in California.  Under California law, a Fund
will be subject to an annual expense limitation qual to the sum of 2.5% of the
first $30 million of the Fund's average net assets, 2.0% of the next $70 million
of average net assets, and 1.5% of the remaining average net assets.  If a
Fund's expenses (excluding interest, brokerage commissions litigation expenses
and certain other items), were to exceed such limit in any fiscal year, the
Investment Manager has agreed to bear the amount of such excess to the extent
required by such limitations.

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

Each Management Agreement is terminable without penalty on 60 days' written
notice by a vote of the majority of the outstanding voting securities of the
Fund which is the subject of the Management Agreement, by a vote of the majority
of the Company's Board of Directors, or by the Investment
    


                                      -29-
<PAGE>

   
Manager on 60 days' written notice and will automatically terminate in the event
of its assignment (as defined in the 1940 Act).


                       __________________________________

                                 THE DISTRIBUTOR
                       __________________________________


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

DISTRIBUTION AGREEMENT

Pursuant to a Distribution Agreement with the Company, the Distributor has
agreed to use its best efforts to effect sales of shares of the Funds, but is
not obligated to sell any specified number of shares.  The Distribution
Agreement contains provisions with respect to renewal and termination similar to
those in the Funds' Management Agreements discussed above.  Pursuant to the
Distribution Agreement, the Company has agreed to indemnify the Distributor to
the extent permitted by applicable law against certain liabilities under the
Securities Act of 1933.

Pursuant to an Agreement among the Manager, the Company, Capital Funds and the
Distributor, the Distributor has also agreed to provide regulatory, compliance
and related technical services to the Funds; to provide services with regard to
advertising, marketing and promotional activities; and to provide officers to
the Company.  The Manager is required to reimburse the Company for any fees and
expenses of the Distributor pursuant to the Agreement.

DISTRIBUTION PLAN

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

The Distribution Plan continues in effect from year to year with respect to each
such Fund, provided that each such continuance is approved at least annually by
a vote of the Board of Directors of the Company, including a majority vote of
the Directors who are not "interested persons" of the Company within the meaning
of the 1940 Act and have no direct or indirect financial interest in the Plan or
in
    


                                      -30-
<PAGE>

   
any agreement related to the Plan, cast in person at a meeting called for the
purpose of voting on such continuance. The Distribution Plan may be terminated
with respect to any Fund at any time, without penalty, by the vote of a majority
of the outstanding shares of the Fund.  The Distribution Plan may not be amended
to increase materially the amounts to be paid by a Fund for the services
described therein without approval by the shareholders of the Fund, and all
material amendments are required to be approved by the Board of Directors in the
manner described above.  The Distribution Plan will automatically terminate in
the event of its assignment.

The Distributor pays broker-dealers and others out of its distribution fees
quarterly trail commissions of up to 0.35% of the average daily net assets
attributable to shares of respective Funds held in the accounts of their
customers.

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


                       __________________________________

                                 NET ASSET VALUE
                       __________________________________

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

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


                                      -31-
<PAGE>

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

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

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


                       __________________________________

                        PURCHASE AND REDEMPTION OF SHARES
                       __________________________________


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

REDUCED SALES CHARGES

Sales charges on purchases of shares are subject to reduction in certain
circumstances, as indicated in the Prospectuses.
    


                                      -32-
<PAGE>

   
RIGHTS OF ACCUMULATION.  Each Fund makes available to its shareholders the
ability to aggregate the value (at the current maximum offering price on the
date of the purchase) of their existing holdings of shares of all of the Funds
to determine the reduced sales charge, provided the shares are held in a single
account.  The value of existing holdings for purposes of determining the reduced
sales charge is calculated using the maximum offering price (net asset value
plus sales charge) as of the previous business day.  The Company must be
notified at the time of purchase that the shareholder is entitled to a reduced
sales charge.  The reduced sales charges will be granted subject to confirmation
of the investor's holdings.

CONCURRENT PURCHASES.  Purchasers may combine concurrent purchases of shares of
two or more Funds to qualify for a reduced sales charge.  If the shares of the
Funds purchased concurrently are subject to different sales charges, the
concurrent purchases are aggregated to determine the reduced sales charge
applicable to shares of each Fund purchased, and each separate reduced sales
charge is imposed on the amount of shares purchased for that Fund.

To illustrate, suppose an investor concurrently purchases $500,000 of the
Technology Fund and $500,000 of the Health Care Fund, for an aggregate
concurrent purchase of $1,000,000.  Because the sales charges are reduced for
purchases of $1,000,000 or more and because concurrent purchases can be
combined, the applicable sales charge imposed on the $500,000 purchase of shares
of each Fund would be reduced to ___% (from ____%).

LETTER OF INTENT.  Reduced sales charges are available to purchasers of shares
of the Funds who enter into a written Letter of Intent providing for the
purchase, within a 13-month period, of shares of the Funds, provided the shares
are held in a single account.  All shares of the Funds which were previously
purchased and are still owned are also included in determining the applicable
reduction.  The Letter of Intent privilege may be withdrawn by the Company for
future purchases upon receipt of information that any shares subject to the
Letter of Intent have been transferred or redeemed during the 13-month Period.

A Letter of Intent permits a purchaser to establish a total investment goal to
be achieved by an number of investments over a 13-month period.  Each investment
made during the period will receive the reduced sales charge applicable to the
amount represented by the goal, as if it were a single investment.  Investors
should refer to their Letter of Intent when placing orders for shares of a Fund.
During the 13-month period, an investor may increase his or her Letter of Intent
goal and all subsequent purchases will be treated as a new Letter of Intent
except as to the 13-month period, which does not change.  The sales charge paid
on purchases made before the increase to the Letter of Intent goal will be
retroactively reduced at the end of the period.

Shares of the Funds totaling 5% of the dollar amount of the Letter of Intent
will be held in escrow by the Transfer Agent in the name of the purchaser.  Any
dividends and capital gains distributions on the escrowed shares will be paid to
the investor or as otherwise directed by the investor.  The effective date of a
Letter of Intent may be back-dated up to 90 days, in order than any investments
made during this 90-day period, valued at the purchaser's cost, can be applied
to the fulfillment of the Letter of Intent goal.  Upon completion of the Letter
of Intent goal within the 13-month period, the escrowed shares will be promptly
delivered to the investor or as otherwise directed by the investor.

The Letter of Intent does not obligate the investor to purchase, or any Fund to
sell, the indicated amount.  In the event the Letter of Intent goal is not
achieved within the 13-month period, the investor
    


                                      -33-
<PAGE>

   
is required to pay the difference between the sales charge otherwise applicable
to the purchases made during this period and sales charges actually paid.  Such
payment may be made directly to the Company, or, if not paid within 20 days
after written request, the Company will liquidate sufficient escrowed shares to
obtain such difference.  If the redemption or liquidation proceeds are
inadequate to cover the differences, investors will be liable for the extent of
the inadequacy.  By executing the Letter of Intent, investors irrevocably
appoint the Transfer Agent as attorney in fact with full power of substitution
in the premises to surrender for redemption any or all escrowed shares.  If the
Letter of Intent goal is exceeded in an amount which qualified for a lower sales
charge, a price adjustment is made by refunding to the purchaser the amount of
excess sales charge, if any, paid during the 13-month period.

DEALER COMMISSIONS

The following commissions will be paid by the Distributor to dealers who
initiate and are responsible for purchases of Portfolio shares of $__ million or
more and for purchases made at net assert value by certain retirement plans of
organizations with 50 or more eligible employees.  Such commissions are paid
twice monthly at the following annual rates:


                                   Current Market Value
                                   of Accounts at
          Commission Rate          Time of Purchase
          ---------------          --------------------




For this purpose, exchanges between Funds are not considered to be purchases.
The Distributor reserves the right to require reimbursement of any such
commissions paid with respect to such purchases if such shares are redeemed
within twelve months after purchase.  Dealers requesting further information may
call (800) ___-____.

REDEMPTION OF SHARES

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


                                      -34-
<PAGE>


and partly in portfolio securities.  Payment for shares redeemed also may be 
made wholly or partly in the form of a pro rata portion of each of the 
portfolio securities held by a Fund at the request of the redeeming 
stockholder, if the Company believes that honoring such request is in the 
best interests of the Fund.  If payment for shares redeemed were to be made 
wholly or partly in portfolio securities, brokerage costs would be incurred 
by the stockholder in converting the securities to cash.


                                      -35-

<PAGE>


                       __________________________________

                     DIVIDENDS, DISTRIBUTIONS AND TAX STATUS
                       __________________________________

   
Each income dividend and capital gains distribution, if any, declared by a Fund
will be reinvested in full and fractional shares based on the net asset value as
determined on the payment date 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.

REGULATED INVESTMENT COMPANY.  The Company intends to qualify each Fund as a
"regulated investment company" under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code").  Each Fund will be treated as a separate fund
for tax purposes and thus the provisions of the Code generally applicable to
regulated investment companies will be applied to each Fund.  In addition, net
capital gains, net investment income, and operating expenses will be determined
separately for each Fund.  By complying with the applicable provisions of the
Code, the Funds will not be subject to federal income taxes with respect to net
investment income and net realized capital gains distributed to their
stockholders.

To qualify under Subchapter M, a Fund must (i) derive at least 90% of its gross
income from dividends, interest, payments with respect to securities loans, and
gains from the sale or other disposition of stock, securities or currencies and
certain options, futures, forward contracts and foreign currencies; (ii) derive
less than 30% of its gross income from the sale or other disposition of stock or
securities held less than three months; and (iii) diversify its holdings so
that, at the end of each fiscal quarter, (a) at least 50% of the market value of
the Fund's assets is represented by cash, cash items, U.S. Government securities
and other securities, limited, in respect of any one issuer, to an amount not
greater than 5% of the Fund's assets and 10% of the outstanding voting
securities of such issuer, and (b) not more than 25% of the value of its total
resets is invested in the securities of any one issuer (other than U.S.
Government securities or the securities of other regulated investment
companies), or in two or more issuers which the Fund controls and which are
engaged in the same or similar trades or businesses.

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

Even though a Fund qualifies as a "regulated investment company," it may be
subject to certain federal excise taxes unless the Fund meets certain additional
distribution requirements.  Under the Code, a nondeductible excise tax of 4% is
imposed on the excess of a regulated investment company's "required
distribution" for the calendar year ending within the regulated investment
company's taxable year over
    


                                      -36-
<PAGE>

   
the "distributed amount" for such calendar year.  The term "required
distribution" means the sum of (i) 98% of ordinary income (generally net
investment income) for the calendar year, (ii) 98% of capital gain net income
(both long-term and short-term) for the one-year period ending on October 31 (as
though the one year period ending on October 31 were the regulated investment
company's taxable year), and (iii) the sum of any untaxed, undistributed net
investment income and net capital gains of the regulated investment company for
prior periods.  The term "distributed amount" generally means the sum of
(i) amounts actually distributed by a Fund from its current year's ordinary
income and capital gain net income and (ii) any amount on which the Fund pays
income tax for the year. Each Fund intends to meet these distribution
requirements to avoid the excise tax liability.

Stockholders who are subject to federal or state income or franchise taxes will
be required to pay taxes on dividends and capital gains distributions they
receive from a Fund whether paid in additional shares of the Fund or in cash.
To the extent that dividends received by a Fund would qualify for the 70%
dividends received deduction available to corporations, the Fund must designate
in a written notice to stockholders the amount of the Fund's dividends that
would be eligible for this treatment.  In order to qualify for the dividends
received deduction, a corporate stockholder must hold the Fund shares paying the
dividends upon which a dividend received deduction is based for at least 46
days.  Stockholders, such as qualified employee benefit plans, who are exempt
from federal and state taxation generally would not have to pay income tax on
dividend or capital gain distributions.  Prospective tax-exempt investors should
consult their own tax advisers with respect to the tax consequences of an
investment in a Fund under federal, state, and local tax laws.

Investors who purchase shares of a Fund shortly before the record date of a
dividend or capital gain distribution will pay full price for those shares
("buying a dividend") and then receive some portion of the price back as a
taxable dividend or capital gain distribution.

WITHHOLDING.  Under the Code, distributions of net investment income by a Fund
to a stockholder who, as to the U.S., is a nonresident alien individual,
nonresident alien fiduciary of a trust or estate, foreign corporation, or
foreign partnership (a "foreign stockholder") will be subject to U.S.
withholding tax (at a rate of 30% or a lower treaty rate, whichever is less).
Withholding will not apply if a dividend paid by a Fund to a foreign stockholder
is "effectively connected" with a U.S. trade or business, in which case the
reporting and withholding requirements applicable to U.S. citizens or domestic
corporations will apply.  Distributions of net long-term capital gains to
foreign stockholders who are neither U.S. resident aliens nor engaged in a U.S.
trade or business are not subject to tax withholding, but in the case of a
foreign stockholder who is a nonresident alien individual, such distributions
ordinarily will be subject to U.S. federal income tax at a rate of 30% if the
individual is physically present in the U.S. for more than 182 days during the
taxable year.

SECTION 1256 CONTRACTS.  Many of the options, futures contracts and forward
contracts entered into by the Funds are "Section 1256 contracts."  Any gains or
losses on Section 1256 contracts are generally considered 50% long-term and 40%
short-term capital gains or losses, although certain foreign currency gains and
losses from such contracts may be treated as ordinary income in character.
Section 1256 contracts held by a Fund at the end of each taxable year (and for
purposes of 4% nondeductible excise tax on October 31 or such other dates as
prescribed under the Code) are "marked to market," with the result that
unrealized gains or losses are treated as though they were realized.

STRADDLE RULES.  Generally, the hedging transactions and other transactions in
options, futures and forward contracts undertaken by the Funds may result in
"straddles" for U.S. federal income tax purposes.  The straddle rules may affect
the character of gains or losses realized by a Fund.  In
    


                                      -37-
<PAGE>

   
addition, losses realized by a Fund on positions that are part of a straddle
position may be deferred under the straddle rules, rather than being taken into
account for the taxable year in which these losses are realized.  Because only a
few regulations implementing the straddle rules have been promulgated, the tax
consequences of hedging transactions and options, futures and forward contracts
to the Funds are not entirely clear.

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

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

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

Generally, a credit for foreign taxes is subject to the limitation that it may
not exceed the stockholder's U.S. tax attributable to his or her total foreign
source taxable income.  For this purpose, if the pass-through election is made,
the source of a Fund's income will flow through to stockholders of the Fund.
With respect to such election, gains from the sale of securities will be treated
as derived from
    


                                      -38-
<PAGE>

U.S. sources and certain currency fluctuation gains, including fluctuation gains
from foreign currency denominated debt securities, receivables and payables will
be treated as ordinary income derived from U.S. sources.  The limitation on the
foreign tax credit is applied separately to foreign source passive income, and
to certain other types of income.  Stockholders may be unable to claim a credit
for the full amount of their proportionate share of the foreign taxes paid by
the Fund.  The foreign tax credit is modified for purposes of the federal
alternative minimum tax and can be used to offset only 90% of the alternative
minimum tax imposed on corporations and individuals and foreign taxes generally
are not deductible in computing alternative minimum taxable income.

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

                       __________________________________

                               INVESTMENT RESULTS
                       __________________________________

   
Average total return ("T") of a Fund will be calculated as follows:  an initial
hypothetical investment of $1000 ("P") is divided by the net asset value of
shares of the Fund as of the first day of the period in order to determine the
initial number of shares purchased.  Subsequent dividends and capital gain
distributions by the Fund are reinvested at net asset value on the reinvestment
date determined by the Board of Directors.  The sum of the initial shares
purchased and shares acquired through reinvestment is multiplied by the net
asset value per share of the Fund as of the end of the period ("n") to determine
ending redeemable value ("ERV").  The ending value divided by the initial
investment converted to a percentage equals total return.  The formula thus
used, as required by the SEC, is:
    

                                        n
                                  P(1+T)  = ERV

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

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

   
For the period from commencement of the Technology Fund's operations on
December 27, 1995, through June 30, 1996, the Fund's total return was 13.80%
    

   
In addition, in order more completely to represent a Fund's performance or more
accurately to compare such performance to other measures of investment return, a
Fund also may include in advertisements and stockholder reports other total
return performance data based on time-weighted,
    


                                      -39-
<PAGE>

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


                       __________________________________

                          DESCRIPTION OF CAPITAL SHARES
                       __________________________________

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

As of September 30, 1996, there were 371,418.985 outstanding shares of the
Technology Fund.  As of that date, the following were known to the Company to
own of record more than 5% of the Fund's capital stock:


Name and Address of                                 % of Shares Outstanding as
Beneficial Owner                   Shares Held      of September 30, 1996
- -------------------                -----------      --------------------------

RCM Capital Management
Profit Sharing Plan
Four Embarcadero Center
Suite 3000
San Francisco, CA  94111           172,439.547                  46.43%

Walter C. Price
RCM Capital Management,  L.L.C.
Four Embarcadero Center
Suite 3000
San Francisco, CA  94111            85,955.882                  23.14%
    


                                      -40-
<PAGE>

                       __________________________________

                             ADDITIONAL INFORMATION
                       __________________________________


COUNSEL

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

INDEPENDENT ACCOUNTANTS

Coopers & Lybrand L.L.P., 333 Market Street, San Francisco, California 94105,
have been appointed as independent auditors for the Company.  Coopers & Lybrand
L.L.P. will conduct an annual audit of each Fund, assist in the preparation of
each Fund's federal and state income tax returns, and consult with the Company
as to matters of accounting, regulatory filings, and federal and state income
taxation.

LICENSE AGREEMENT

Under a License Agreement dated June 14, 1994, the Investment Manager has
granted the Company the right to use the "RCM" name and has reserved the right
to withdraw its consent to the use of such name by the Company at any time, or
to grant the use of such name to any other company.  In addition, the Company
has granted the Investment Manager, under certain conditions, the use of any
other name it might assume in the future, with respect to any other investment
company sponsored by the Investment Manager.

FINANCIAL STATEMENTS

Incorporated by reference herein are the financial statements of the Technology
Fund contained in the Fund's Annual Report to Shareholders for the year ended
December 31, 1995, including the Report of Independent Accountants, dated
February 9, 1996, the Statement of Investment in Securities and Net Assets, the
Statement of Assets and Liabilities, the Statement of Operations, the Statement
of Changes in Net Assets, and the related Notes to Financial Statements.  Also
incorporated by reference herein are the financial statements of the Technology
Fund contained in the Fund's Semi-Annual Report to Shareholders for the six
months ended June 30, 1996, including the Statement of Investment in Securities
and Net Assets, the Statement of Assets and Liabilities, the Statement of
Operations, the Statement of Changes in Net Assets, and the related Notes to
Financial Statements.  Copies of the Technology Fund's Annual and Semi-Annual
Reports to Shareholders are available, upon request, by calling the Company at
(800) 954-5400, or by writing the Company at Four Embarcadero Center, Suite
3000, San Francisco, California 94111.
    


                                      -41-
<PAGE>

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

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

    

                                      -42-


<PAGE>



                                        PART C


                                  OTHER INFORMATION


ITEM 24.      FINANCIAL STATEMENTS AND EXHIBITS.

(a) FINANCIAL STATEMENTS

    1.   Statement of Assets and Liabilities, Statement of Investments in
         Securities and Net Assets, Statement of Operations and Statement of
         Changes in Net Assets for RCM Equity Funds, Inc., with regard to RCM
         Global Technology Fund, as of December 31, 1995 (previously filed with
         the Annual Report to Shareholders, February 27, 1996, and incorporated
         herein by reference).

    2.   Statement of Assets and Liabilities, Statement of Investments in
         Securities and Net Assets, Statement of Operations and Statement of
         Changes in Net Assets for RCM Equity Funds, Inc., with regard to RCM
         Global Technology Fund, as of June 30, 1996 (previously filed with the
         Semi-Annual Report to Shareholders, and incorporated herein by
         reference August 29, 1996).

(b) EXHIBITS

    1.   Articles of Incorporation of Registrant (previously filed as Exhibit 1
         to the Registration Statement, September 29, 1995, and incorporated
         herein by reference).

    2.   Bylaws of Registrant (previously filed with Pre-Effective Amendment
         No. 2, December 26, 1995, and incorporated herein by reference).

    3.   None.

    4.   (a)  Proof of specimen of certificate for Capital Stock ($0.0001 par
              value) of Registrant, on behalf of RCM Global Technology Fund,
              and excerpts from Articles of Incorporation and Bylaws
              (previously filed with Pre-Effective Amendment No. 2, December
              26, 1995 and incorporated herein byreference).

         (b)  Proof of specimen of certificate for Capital Stock ($0.0001 par
              value) of Registrant, on behalf of RCM Global Health Care Fund.

         (c)  Proof of specimen of certificate for Capital Stock ($0.0001 par
              value) of Registrant, on behalf of RCM Global Small Cap Fund.

         (d)  Proof of specimen of certificate for Capital Stock ($0.0001 par
              value) of Registrant, on behalf of RCM Large Cap Growth Fund.

    5.   (a)  Investment Management Agreement, Power of Attorney and Services
              Agreement between Registrant, on behalf of RCM Global Technology
              Fund, and RCM Capital Management, L.L.C., dated as of June 14,
              1996.

         (b)  Form of Investment Management Agreement, Power of Attorney and
              Service Agreement between Registrant, on behalf of RCM Global
              Health Care Fund, and RCM Capital Management, L.L.C.

         (c)  Form of Investment Management Agreement, Power of Attorney and
              Service Agreement between Registrant, on behalf of RCM Global
              Small Cap Fund, and RCM Capital Management, L.L.C.


                                         C-1

<PAGE>

         (d)  Form of Investment Management Agreement, Power of Attorney and
              Service Agreement between Registrant, on behalf of RCM Large Cap
              Growth Fund, and RCM Capital Management, L.L.C.

    6.   (a)  Agreement between RCM Capital Management, L.L.C., RCM Equity
              Funds, Inc. RCM Capital Funds, Inc. and Funds Distributor, Inc.,
              dated June 13, 1996

         (b)  Distribution Agreement between Registrant and Funds Distributor,
              Inc., dated June 13, 1996.

         (c)  Fee Letter Agreement between RCM Capital Management, L.L.C., RCM
              Equity Funds, Inc., RCM Capital Funds, Inc. and Funds
              Distributor, Inc., dated June 13, 1996.

         (d)  Form of Selling Agreement

    7.   None.

    8.   (a)  Custodian Agreement and remuneration schedule between Registrant
              and its custodian bank, State Street Bank and Trust Company
              (previously filed with Post-Effective Amendment No. 2, December
              26, 1995, and incorporated herein by reference).

         (b)  Amendment to Custodian Agreement between Registrant, with regard
              to RCM Global Health Care Fund, and State Street Bank and Trust
              Company.

         (c)  Amendment to Custodian Agreement between Registrant, with regard
              to RCM Global Small Cap Fund, and State Street Bank and Trust
              Company.

         (d)  Amendment to Custodian Agreement between Registrant, with regard
              to RCM Large Cap Growth Fund, and State Street Bank and Trust
              Company.

    9.        Agreement, dated as of June 14, 1996, between RCM Capital
              Management, L.L.C. and Registrant related to the use by
              Registrant of the name "RCM."

    10.  (a)  Opinion and consent of Baetjer, Venable and Howard, LLP as to
              legality of securities being registered (previously filed with
              Pre-Effective Amendment No. 2, December 26, 1995, and
              incorporated herein by reference).

         (b)  Consent of Paul, Hastings, Janofsky & Walker, LLP (previously
              filed with Pre-Effective Amendment No. 2, December 26, 1995, and
              incorporated herein by reference).
    11.  Consent of Coopers & Lybrand L.L.P.

    12.  None.

    13.  None.

    14.  None.

    15.  Rule 12b-1 Plan.

    16.  Performance Data.


                                         C-2


<PAGE>

    17.  Financial Data Schedule.

    18.  None.

    19.  Power of Attorney for  DeWitt F. Bowman, Pamela A. Farr, Thomas S.
         Foley, Frank P. Greene, and George G.C. Parker, the members of the
         Board of Directors of the Registrant.

ITEM 25.      PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

    The Investment Manager also serves as investment manager of RCM Growth
Equity Fund, RCM Small Cap Fund and RCM International Growth Equity Fund A.,
series of RCM Capital Funds, Inc., an open-end management investment company
("Capital Funds"), and RCM Strategic Global Government Fund, Inc., a closed-end
management investment company ("RCS"). Certain officers and directors of Capital
Funds and RCS are also officers or directors of the Registrant. Accordingly,
Capital Funds and RCS may be deemed to be under common control with the
Registrant.

    Funds Distributor, Inc. (the "Distributor") acts as distributor of shares
of Registrant.  Certain officers or employees of the Distributor also serve as
officers of the Registrant, Capital Funds and RCS.  Accordingly, the Registrant,
Capital Funds and RCS may be deemed to be controlled by the Distributor.

ITEM 26.      NUMBER OF HOLDERS OF SECURITIES.

                        As of September 30, 1996

              TITLE OF CLASS                     NUMBER OF RECORD-HOLDERS

              RCM Global Technology Fund                   26
              Common Stock
              ($0.0001 par value)

              RCM Global Health Care Fund                  0
              Common Stock
              ($0.0001 par value)

              RCM Large Cap Growth Fund                    0
              Common Stock
              ($0.0001 par value)

              RCM Global Small Cap Fund                    0
              Common Stock
              ($0.0001 par value)

ITEM 27.      INDEMNIFICATION.

    Section 2-418 of the General Corporation of Maryland empowers a corporation
to indemnify directors and officers of the Corporation under various
circumstances as provided in such statute.  A director or officer who has been
successful on the merits or otherwise, in the defense of any proceeding, must be
indemnified against reasonable expenses incurred by such person in connection
with the proceeding.  Reasonable expenses may be paid or reimbursed by the
Corporation in advance of the final disposition of the proceeding, after a
determination that the facts then known to those making the determination would
not preclude indemnification under the statute, and following receipt by the
Corporation of a written affirmation by the person that his or her standard of
conduct necessary for indemnification has been met and upon delivery of a
written undertaking by or on behalf of the person to repay the amount advanced
if it is ultimately determined that the standard of conduct has not been met.


                                         C-3

<PAGE>

    Article XI of the Bylaws of the Company contain indemnification provisions
conforming to the above statute and to the provisions of Section 17 of the
Investment Company Act of 1940, as amended.

    The Company and the directors and officers of the Company obtained coverage
under an Errors and Omissions insurance policy.  The terms and conditions of
policy coverage conform generally to the standard coverage available throughout
the investment company industry.  The coverage also applies to the Investment
Manager and its partners and employees.

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions of Maryland law and the Company's Articles of
Incorporation and Bylaws, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in said Act, and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

ITEM 28.      BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

    Certain directors, officers, employees or shareholders of the Investment
Manager, formerly were directors, officers, employees or shareholders of The
RREEF Corporation. The RREEF Corporation is a registered investment adviser
specializing in the management of equity real estate investments for
institutional, tax-exempt clients. Currently, no officer or employee of the
Investment Manager is a director, officer, employee or shareholder of The RREEF
Corporation. However, certain of such persons are former directors, officers,
employees or shareholders of The RREEF Corporation and in that capacity receive
certain retirement benefits.  John D. Leland, Jr., Lee N. Price, Gary W.
Schreyer, John A. Kriewall, Walter C. Price, Jr., William L. Price, Jeffrey S.
Rudsten, Kenneth B. Weeman, Jr., Andrew C. Whitelaw, and G. Nicholas Farwell are
General Partners of RREEF Partners (a California general partnership). RREEF
Partners is member of RREEF America LLC, formerly RREEF America Partners,
holding less than 25% of the equity interest.  RREEF America LLC is registered
as an investment adviser to group trusts (the RREEF MidAmerica Funds, the RREEF
USA Funds and the RREEF West Funds) designed to afford pension and profit
sharing plans and other investors exempt from federal income tax the opportunity
to make equity investments in real properties.

    The Investment Manager is a limited liability company, whose two members
are Dresdner Bank AG ("Dresdner") and Dresdner Kleinwort Benson North America,
Inc. ("Dresdner Kleinwort Benson").  Dresdner  is an international banking
organization whose principal executive offices are located at Gallunsanlage 7,
60041 Frankfurt am Main, Frankfurt,  Germany.  Dresdner Kleinwort Benson is a
wholly owned subsidiary of Dresdner.

ITEM 29.      PRINCIPAL UNDERWRITERS.

    (a)  Funds Distributor, Inc. ("FDI"), whose principal offices are located
         at One Exchange Place, Boston, Massachusetts 02109, is the principal
         underwriter of the Registrant. FDI is an indirectly wholly owned
         subsidiary of Boston Institutional Group, Inc., a holding company, all
         of whose outstanding shares are owned by key employees. FDI is a
         broker-dealer registered under the Securities Exchange Act of 1934, as
         amended. FDI also serves as principal underwriter of the following
         investment companies:

              BJB Investment Funds
              Foreign Fund, Inc.
              Fremont Mutual Funds
              HT Insight Funds


                                         C-4

<PAGE>

              The Harris Insight Funds Trust
              JPM Advisor Funds
              JPM Institutional Funds
              LKCM Fund
              The Munder Funds, Inc.
              The Munder Funds Trust
              The PanAgora Institutional Fund
              Pierpont Funds
              RCM Capital Funds, Inc.
              Skyline Funds
              Waterhouse Investors Cash Management Funds

         FDI does not act as a depositor or investment adviser of any
         investment companies.

    (b)  The following is a list of officers, directors and partners of FDI.
         Their positions and offices with Registrant are set forth below:

<TABLE>
<CAPTION>

         Name and Principal Business   Positions and Offices with      Positions and Offices with
         Address*                      Funds Distributor, Inc.         Registrant
- --------------------------------------------------------------------------------------------------------------
         <C>                           <S>                             <C>
         Marie E. Connolly             Director, President and         None
                                       Chief Executive Officer

         Richard W. Ingram             Senior Vice President           President

         John E. Pelletier             Senior Vice President and
                                       General Counsel                 Vice President and Secretary

         Donald R. Roberson            Senior Vice President           None

         Joseph F. Tower III           Senior Vice President,          None
                                       Treasurer and
                                       Chief Financial Officer

         David A. Wrubel               Senior Vice President           None

         Rui M. Moura                  First Vice President            None

         Bernard A. Whalen             First Vice President            None

         John W. Gomez                 Director                        None

         William J. Nutt               Director                        None
</TABLE>

         *See Item 29(a) for Principal Business Address.

    (c)  Not Applicable.


ITEM 30.      LOCATION OF ACCOUNTS AND RECORDS.

    Accounts, books and other records required by Rules 31a-1 and 31a-2 under
the Investment Company Act of 1940, as amended, are maintained and held in the
offices of the Registrant's investment manager, RCM Capital Management, L.L.C.,
Four Embarcadero Center, Suite 3000, San Francisco, California 94111.

    Records covering portfolio transactions are also maintained and kept by the
Company's custodian, State Street Bank and Trust Company, U.S. Mutual Funds
Services Division, P.O. Box 1713, Boston, Massachusetts  02105.

ITEM 31.      MANAGEMENT SERVICES.

         None.


                                         C-5

<PAGE>

ITEM 32.      UNDERTAKINGS.

    Registrant undertakes to file  a post-effective amendment, containing
reasonably current financial statements with respect to RCM Global Health Care
Fund, RCM Global Small Cap Fund, and RCM Large Cap Growth Fund, which need not
be certified, within four to six months from the effective date of the
Registrant's 1933 Act Registration Statement with respect to such series.

    Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of Registrant's latest annual report to shareholders, upon
request and without charge.


                                         C-6

<PAGE>


                                      SIGNATURES

   
    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, RCM Equity Funds, Inc. certifies that it meets
all of the requirements for effectiveness of this Post-Effective Amendment No. 1
to the Registration Statement pursuant to Rule 485(a) under the Securities Act
of 1933 and has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, Commonwealth of Massachusetts, on
October 17, 1996.

    
                                       RCM EQUITY FUNDS, INC.
                                       By:  /s/ Richard W. Ingram
                                            -----------------------------------
                                                 President

    Each person whose signature appears below hereby authorizes Richard W.
Ingram, John E. Pelletier, and Elizabeth A. Bachman or any of them, as
attorney-in-fact, to sign on his/her behalf, individually and in each capacity
stated below, any amendment to this Registration Statement (including
post-effective amendments) and to file the same, with all exhibits thereto, with
the Securities and Exchange Commission.

    Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated.

           SIGNATURE                            TITLE                DATE


(1) Principal Executive Officer               President        October 17, 1996

    /s/ Richard W. Ingram

    -------------------------
    Richard W. Ingram

(2) Chief Financial and Accounting Officer    Treasurer        October 17, 1996

    /s/ Richard W. Ingram
    -------------------------
    Richard W. Ingram

<PAGE>


           SIGNATURE                                                 DATE


(4) Directors

    /s/ DeWitt F. Bowman*                                      October 17, 1996
    -------------------------
    DeWitt F. Bowman

    /s/ Pamela A. Farr*                                        October 17, 1996
    -------------------------
    Pamela A. Farr

    /s/ Thomas S. Foley *                                      October 17, 1996
    -------------------------
    Thomas S. Foley

    /s/ Frank P. Greene *                                      October 17, 1996
    -------------------------
    Frank P. Greene

    /s/ George G.C. Parker *                                   October 17, 1996
    -------------------------
    George G.C. Parker



By: /s/ Richard W. Ingram                                      October 17, 1996
    -------------------------
    Richard W. Ingram
    as Attorney-in-Fact



*  By Richard W. Ingram, pursuant to Power of Attorney filed herewith.


<PAGE>


                         INCORPORATED UNDER THE LAWS OF
                              THE STATE OF MARYLAND
NUMBER SHARES                RCM EQUITY FUNDS, INC.
                       RCM Global Health Care Fund Series
                               (Par Value $0.0001)

THIS CERTIFIED THAT __________________________________________ IS THE REGISTERED
HOLDER OF _________________________________________ SHARES OF THE RCM Global
Health Care Fund Series Common Stock of RCM EQUITY FUNDS, INC. TRANSFERABLE ONLY
ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OF BY ATTORNEY
UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

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

     THIS _______ DAY OF _____________________ AD. ___________


         __________________________     _______________________________
                 Secretary                         President


                      SHARES        Par Value        Each
                                     $0.0001

<PAGE>


                                   CERTIFICATE
                                       FOR
                                     SHARES

                           RCM Global Health Care Fund
                             Series Common Stock of
                             RCM EQUITY FUNDS, INC.

                    ISSUED TO: ________________________________

                    DATED:  ___________________________________

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

FOR VALUE RECEIVED, __________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO
_______________________________________________________________________
_____________________________________________________________________________
SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT

__________________________________________________________ ATTORNEY TO TRANSFER
THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF
SUBSTITUTION IN THE PREMISES.

DATED _________________________

In presence of _____________________________________________________________


<PAGE>


                         INCORPORATED UNDER THE LAWS OF
                              THE STATE OF MARYLAND
NUMBER SHARES                RCM EQUITY FUNDS, INC.
                        RCM Global Small Cap Fund Series
                               (Par Value $0.0001)

THIS CERTIFIED THAT __________________________________________ IS THE REGISTERED
HOLDER OF _________________________________________ SHARES OF THE RCM Global
Small Cap Fund Series Common Stock of RCM EQUITY FUNDS, INC. TRANSFERABLE ONLY
ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OF BY ATTORNEY
UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

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

     THIS _______ DAY OF _____________________ AD. ___________


  _______________________________           _______________________________
             Secretary                                 President


                      SHARES        Par Value        Each
                                     $0.0001


<PAGE>


                                   CERTIFICATE
                                       FOR
                                     SHARES

                            RCM Global Small Cap Fund
                             Series Common Stock of
                             RCM EQUITY FUNDS, INC.

                    ISSUED TO: ________________________________

                    DATED:  ___________________________________

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

FOR VALUE RECEIVED, __________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO

_______________________________________________________________________
_____________________________________________________________________________
SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT

__________________________________________________________ ATTORNEY TO TRANSFER
THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF
SUBSTITUTION IN THE PREMISES.

DATED _________________________

In presence of _____________________________________________________________



<PAGE>


                         INCORPORATED UNDER THE LAWS OF
                              THE STATE OF MARYLAND

                             NUMBER          SHARES

                             RCM EQUITY FUNDS, INC.
                        RCM Large Cap Growth Fund Series
                               (Par Value $0.0001)

THIS CERTIFIED THAT __________________________________________ IS THE REGISTERED
HOLDER OF _________________________________________ SHARES OF THE RCM Large Cap
Growth Fund Series Common Stock of RCM EQUITY FUNDS, INC. TRANSFERABLE ONLY ON
THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OF BY ATTORNEY UPON
SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

     IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE
     TO BE SIGNED BY ITS DULY AUTHORIZED OFFICERS AND ITS CORPORATE SEAL TO
     BE HEREUNTO AFFIXED
     THIS _______ DAY OF _____________________ AD. ___________


      ______________________________      ________________________________
                 Secretary                           President

                  SHARES           Par Value            Each

                                   $0.0001

<PAGE>


                                   CERTIFICATE
                                       FOR
                                     SHARES

                            RCM Large Cap Growth Fund
                             Series Common Stock of
                             RCM EQUITY FUNDS, INC.

                         ISSUED TO: ________________________________

                         DATED:  ___________________________________

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

FOR VALUE RECEIVED, __________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO

_______________________________________________________________________
_____________________________________________________________________________

SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT

__________________________________________________________ ATTORNEY TO TRANSFER
THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF
SUBSTITUTION IN THE PREMISES.

DATED _________________________

In presence of _____________________________________________________________



<PAGE>


               INVESTMENT MANAGEMENT AGREEMENT, POWER OF ATTORNEY

                              AND SERVICE AGREEMENT

     THIS AGREEMENT is entered into this 14th  day of June, 1996 by and between
RCM Equity Funds, Inc. (the "Company"), on behalf of RCM Global Technology Fund,
a series of the Company (the "Fund") and RCM Capital Management, L.L.C. (the
"Investment Manager").

1.        APPOINTMENT AND ACCEPTANCE OF APPOINTMENT OF THE INVESTMENT
          MANAGER

          (a)  Subject to express provisions and limitations set forth in the
     Company's Articles of Incorporation, Bylaws, Form N-lA Registration
     Statement under the Investment Company Act of 1940, as amended (the "1940
     Act") and under the Securities Act of 1933, as amended (the "1933 Act"),
     and the Fund's prospectus as in use from time to time, as well as to the
     factors affecting the Company's status as a regulated investment company
     under the Internal Revenue Code of 1986, as amended, the Company hereby
     grants to the Investment Manager and the Investment Manager hereby accepts
     full discretionary authority to manage the investment and reinvestment of
     the cash, securities, and other assets of the Fund (the "Portfolio")
     presently held by State Street Bank & Trust Company (the "Custodian"), any
     proceeds thereof, and any additions thereto, in the Investment Manager's
     discretion. In the performance of its duties hereunder, the Investment
     Manager shall further be bound by any and all determinations by the Board
     of Directors of the Company relating to the investment objectives policies
     or restrictions of the Fund, which determinations shall be communicated in
     writing to the Investment Manager. For all purposes herein, the Investment
     Manager shall be deemed an independent contractor of the Company.

2.        POWERS OF THE INVESTMENT MANAGER

          Subject to the limitations provided in Section 1 hereof, the
     Investment Manager is empowered hereby, through any of its partners,
     principals,  or appropriate employees, for the benefit of the Fund:

          (a)  to invest and reinvest in shares, stocks, bonds, notes and other
     obligations of every description issued or incurred by governmental bodies,
     corporations, mutual funds, trusts, associations or firms, in trade
     acceptances and other commercial paper, and in loans and deposits at
     interest on call or on time, whether or not secured by collateral;

          (b)  to purchase and sell commodities or commodities contracts and
     investments in put, call, straddle, or spread options;


                                        1
<PAGE>

          (c)  to enter into forward, future, or swap contracts with respect to
     the purchase and sale of securities, currencies, commodities, and
     commodities contracts;

          (d)  to lend its portfolio securities to brokers, dealers and other
     financial institutions;

          (e)  to buy, sell, or exercise options, rights and warrants to
     subscribe for stock or securities;

          (f)  to engage in any other types of investment transactions described
     in the Fund's Prospectus and Statement of Additional Information; and

          (g)  to take such other action, or to direct the Custodian to take
     such other action, as may be necessary or desirable to carry out the
     purpose and intent of the foregoing.

3.        EXECUTION OF PORTFOLIO TRANSACTIONS

          (a)  The Investment Manager shall provide adequate facilities and
     qualified personnel for the placement of, and shall place, orders for the
     purchase, or other acquisition, and sale, or other disposition, of
     portfolio securities or other portfolio assets for the Fund.

          (b)  Unless otherwise specified in writing to the Investment Manager
     by the Fund, all orders for the purchase and sale of securities for the
     Portfolio shall be placed in such markets and through such brokers as in
     the Investment Manager's best judgment shall offer the most favorable price
     and market for the execution of each transaction; provided, however, that,
     subject to the above, the Investment Manager may place orders with
     brokerage firms that have sold shares of the Fund or that furnish
     statistical and other information to the Investment Manager, taking into
     account the value and quality of the brokerage services of such firms,
     including the availability and quality of such statistical and other
     information. Receipt by the Investment Manager of any such statistical and
     other information and services shall not be deemed to give rise to any
     requirement for abatement of the advisory fee payable to the Investment
     Manager pursuant to Section 5 hereof and Appendix A hereto.

          (c)  the Fund understands and agrees that the Investment Manager may
     effect securities transactions which cause the Fund to pay an amount of
     commission in excess of the amount of commission another broker would have
     charged, provided, however, that the Investment Manager determines in good
     faith that such amount of commission is reasonable in relation to the value
     of Fund share sales, statistical, brokerage and other services provided by
     such broker, viewed in terms of either the specific transaction or the
     Investment Manager's overall responsibilities to the Fund and other clients
     for which the Investment Manager exercises investment discretion. The Fund
     also understands that the receipt and use of such services will not reduce
     the Investment Manager's customary and normal research activities.

          (d)  The Fund understands and agrees that:


                                        2
<PAGE>

          (i)       the Investment Manager performs investment management
     services for various clients and that the Investment Manager may take
     action with respect to any of its other clients which may differ from
     action taken or from the timing or nature of action taken with respect to
     the Portfolio, so long as it is the Investment Manager's policy, to the
     extent practical, to allocate investment opportunities to the Portfolio
     over a period of time on a fair and equitable basis relative to other
     clients;

          (ii)      the Investment Manager shall have no obligation to purchase
     or sell for the Portfolio any security which the Investment Manager, or its
     principals or employees, may purchase or sell for its or their own accounts
     or the account of any other client, if in the opinion of the Investment
     Manager such transaction or investment appears unsuitable, impractical or
     undesirable for the Portfolio;

          (iii)     on occasions when the Investment Manager deems the purchase
     or sale of a security to be in the best interests of the Fund as well as
     other clients of the Investment Manager, the Investment Manager, to the
     extent permitted by applicable laws and regulations, may aggregate the
     securities to be so sold or purchased when the Investment Manager believes
     that to do so will be in the best interests of the Fund. In such event,
     allocation of the securities so purchased or sold, as well as the expenses
     incurred in the transaction, shall be made by the Investment Manager in the
     manner the Investment Manager considers to be the most equitable and
     consistent with its fiduciary obligations to the Fund and to such other
     clients; and

          (iv)      the Investment Manager does not prohibit any of its
     principals or employees from purchasing or selling for their own accounts
     securities that may be recommended to or held by the Investment Manager's
     clients, subject to the provisions of the Investment Manager's Code of
     Ethics and that of the Company.

4.        ALLOCATION OF EXPENSES OF THE COMPANY AND THE FUND

          (a)  The Investment Manager will bear all expenses related to salaries
     of its employees and to the Investment Manager's overhead in connection
     with its duties under this Agreement. The Investment Manager also will pay
     all fees and salaries of the Company's directors and officers who are
     affiliated persons (as such term is defined in the 1940 Act) of the
     Investment Manager.

          (b)  Except for the expenses specifically assumed by the Investment
     Manager, the Fund will pay all of its expenses, including, without
     limitation, fees and expenses of the directors not affiliated with the
     Investment Manager attributable to the Fund; fees of the Investment
     Manager; fees of the Fund's administrator, custodian and subcustodians for
     all services to the Fund (including safekeeping of funds and securities and
     maintaining required books and accounts); transfer agent, registrar and
     dividend reinvestment and disbursing agent  interest charges; taxes;
     charges and expenses of the Fund's legal counsel and independent
     accountants; charges and expenses of legal counsel provided to the non-
     interested directors


                                        3
<PAGE>


     of the Company; expenses of repurchasing shares of the Fund; expenses of
     printing and mailing share certificates, stockholder reports, notices,
     proxy statements and reports to governmental agencies; brokerage and other
     expenses connected with the execution, recording and settlement of
     portfolio security transactions; expenses connected with negotiating, or
     effecting purchases or sales of portfolio securities or registering
     privately issued portfolio securities; expenses of calculating and
     publishing the net asset value of the Fund's shares; expenses of membership
     in investment company associations; premiums and other costs associated
     with the acquisition of a mutual fund directors and officers errors and
     omissions liability insurance policy; expenses of fidelity bonding and
     other insurance premiums; expenses of stockholders' meetings; and SEC and
     state blue sky registration fees.

          (c)  The expenses borne by the Fund pursuant to Section 4(b) shall
     include the Fund's proportionate share of any such expenses of the Company,
     which shall be allocated among the Fund and the other series of the Company
     on such basis as the Company shall deem appropriate.

5.        COMPENSATION OF THE INVESTMENT MANAGER

          (a)  In consideration of the services performed by the Investment
     Manager hereunder, the Fund will pay or cause to be paid to the Investment
     Manager, as they become due and payable, management fees determined in
     accordance with the attached Schedule of Fees (Appendix A). In the event of
     termination, any management fees paid in advance pursuant to such fee
     schedule will be prorated as of the date of termination and the unearned
     portion thereof will be returned to the Fund.

          (b)  The net asset value of the Fund's portfolio used in fee
     calculations shall be determined in the manner set forth in the Articles of
     Incorporation and Bylaws of the Company and the Fund's prospectus as of the
     close of regular trading on the New York Stock Exchange on each business
     day  the New York Stock Exchange is open.

          (c)  The Fund hereby authorizes the Investment Manager to charge the
     Portfolio, subject to the provisions in Section 6 hereof, for the full
     amount of fees as they become due and payable pursuant to the attached
     schedule of fees; provided, however, that a copy of a fee statement
     covering said payment shall be sent to the Custodian and to the Company.

          (d)  The Investment Manager may from time to time voluntarily agree to
     limit the aggregate operating expenses of the Fund for one or more fiscal
     years of the Company, as set forth in Appendix A hereto or in any other
     written agreement with the Company.  If in any such fiscal year the
     aggregate operating expenses of the Fund (as defined in Appendix A or such
     other written agreement) exceed the applicable percentage of the average
     daily net assets of the Fund for such fiscal year, the Investment Manager
     shall reimburse the Fund for such excess operating expenses.  Such
     operating expense reimbursement, if any, shall be estimated, reconciled and
     paid on a quarterly basis, or such more frequent basis as the Investment
     Manager may agree in writing.  Any such reimbursement of the Fund shall be


                                        4
<PAGE>

     repaid to the Investment Manager by the Fund, without interest, at such
     later time or times as it may be repaid without causing the aggregating
     operating expenses of the Fund to exceed the applicable percentage of the
     average daily net assets of the Fund for the period in which it is repaid;
     provided, however, that upon termination of this Agreement, the Fund shall
     have no further obligation to repay any such reimbursements.

6.        SERVICE TO OTHER CLIENTS

          Nothing contained in this Agreement shall be construed to prohibit the
     Investment Manager from performing investment advisory, management,
     distribution or other services for other investment companies and other
     persons, trusts or companies, or to prohibit affiliates of the Investment
     Manager from engaging in such businesses or in other related or unrelated
     businesses.

7.        STANDARD OF CARE

          The Investment Manager shall have no liability to the Fund, or its
     stockholders, for any error of judgment, mistake of law, loss arising out
     of any investment, or other act or omission in the performance of its
     obligations to the Fund not involving willful misfeasance, bad faith, gross
     negligence or reckless disregard of its obligations and duties hereunder.
     The federal securities laws impose liabilities under certain circumstances
     on persons who act in good faith, and therefore nothing herein shall in any
     way constitute a waiver or limitation  of any rights which the undersigned
     may have under any federal securities laws.

8.        DURATION OF AGREEMENT

          This Agreement shall continue in effect until the close of business on
     June 14, 1998. This Agreement may thereafter be renewed from year to year
     by mutual consent, provided that such renewal shall be specifically
     approved at least annually by (i) the Board of Directors of the Company, or
     by the vote of a majority (as defined in the 1940 Act) of the outstanding
     voting securities of the Company, and (ii) a majority of those directors
     who are not parties to this Agreement or interested persons (as defined in
     the 1940 Act) of any such party cast in person at a meeting called for the
     purpose of voting on such approval.


                                        5
<PAGE>

9.        TERMINATION

          This Agreement may be terminated at any time, without payment of any
     penalty, by the Board of Directors of the Company or by the vote of a
     majority (as defined in the 1940 Act) of the outstanding voting securities
     of the Company on sixty (60) days' written notice to the Investment
     Manager, or by the Investment Manager on like notice to the Company. This
     Agreement shall automatically terminate in the event of its assignment (as
     defined in the 1940 Act).

10.       REPORTS, BOOKS AND RECORDS

          The Investment Manager shall render to the Board of Directors of the
     Company such periodic and other reports as the Board may from time to time
     reasonably request.  In compliance with the requirements of Rule 31a-3
     under the 1940 Act, the Investment Manager hereby agrees that all records
     which it maintains for the Company are property of the Company.  The
     Investment Manager shall surrender promptly to the Company any of such
     records upon the Company's request, and shall preserve for the periods
     prescribed by Rule 31a-2 under the 1940 Act the records required to be
     maintained by Rule 31a-1 under the 1940 Act.

11.       REPRESENTATIONS AND WARRANTIES

          The Investment Manager represents and warrants to the Company that the
     Investment Manager is registered as an investment adviser under the
     Investment Advisers Act of 1940.  During the term of this Agreement, the
     Investment Manager shall notify the Company of any change in the membership
     of the Investment Manager's partnership within a reasonable time after such
     change.  The Company represents and warrants to the Investment Manager that
     the company is registered as an open-end management investment company
     under the 1940 Act.  Each party further represents and warrants to the
     other that this Agreement has been duly authorized by such party and
     constitutes the legal, valid and binding obligation of such party in
     accordance with its terms.

12.       AMENDMENT OF THIS AGREEMENT

          No provision of this Agreement may be changed, waived, discharged or
     terminated orally, but only by an instrument in writing signed by the party
     against which enforcement of the change, waiver, discharge or termination
     is sought.


                                        6
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate originals by their officers thereunto duly authorized as
of the date first above written.

RCM CAPITAL MANAGEMENT, L.L.C.               RCM EQUITY FUNDS, INC.
                                                  ON BEHALF OF
                                             RCM GLOBAL TECHNOLOGY FUND


By: /s/ William L. Price           By: /s/ Richard W. Ingram
    ---------------------------        ----------------------------------------
                                           President




ATTEST:   ATTEST:


By:  /s/ Timothy B. Parker         By:  /s/ John E. Pelletier
     --------------------------         ---------------------------------------
                                             Secretary


                                        7
<PAGE>

                                   APPENDIX A
               INVESTMENT MANAGEMENT AGREEMENT, POWER OF ATTORNEY,
                              AND SERVICE AGREEMENT
                     BETWEEN RCM CAPITAL MANAGEMENT, L.L.C.
                           AND RCM EQUITY FUNDS, INC.
                                SCHEDULE OF FEES
                         FOR RCM GLOBAL TECHNOLOGY FUND

Effective Date:  June 14, 1996

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.

     Value of Securities and Cash of Fund                       Fee
     ------------------------------------                       ---

     On all sums                                            1.00% annually

For the fiscal year ended December 31, 1996, the Investment Manager shall
reimburse the Fund to the extent that the operating expenses of the Fund (as
hereinafter defined) exceed 1.75% of the average daily net assets of the Fund.
For this purpose, the "operating expenses" of the Fund shall be deemed to
include all ordinary operating expenses other than interest, taxes and
extraordinary expenses.

Dated:  June 14, 1996

RCM CAPITAL MANAGEMENT, L.L.C.                    RCM EQUITY FUNDS, INC.
                                                       ON BEHALF OF
                                                  RCM GLOBAL TECHNOLOGY
                                                           FUND

By: /s/ William L. Price           By: /s/ Richard W. Ingram
    ---------------------------        ----------------------------------------
                                           President




ATTEST:   ATTEST:

By:  /s/ Timothy B. Parker         By: /s/ John E. Pelletier
     --------------------------        ----------------------------------------
                                           Secretary


                                        8


<PAGE>


               INVESTMENT MANAGEMENT AGREEMENT, POWER OF ATTORNEY

                              AND SERVICE AGREEMENT

     THIS AGREEMENT is entered into this ____ day of _____________, 1996 by and
between RCM Equity Funds, Inc. (the "Company"), on behalf of RCM Global Health
Care Fund, a series of the Company (the "Fund") and RCM Capital Management,
L.L.C. (the "Investment Manager").

1.   APPOINTMENT AND ACCEPTANCE OF APPOINTMENT OF THE INVESTMENT MANAGER

     (a)  Subject to express provisions and limitations set forth in the
  Company's Articles of Incorporation, Bylaws, Form N-lA Registration Statement
  under the Investment Company Act of 1940, as amended (the "1940 Act") and
  under the Securities Act of 1933, as amended (the "1933 Act"), and the Fund's
  prospectus as in use from time to time, as well as to the factors affecting
  the Company's status as a regulated investment company under the Internal
  Revenue Code of 1986, as amended, the Company hereby grants to the Investment
  Manager and the Investment Manager hereby accepts full discretionary authority
  to manage the investment and reinvestment of the cash, securities, and other
  assets of the Fund (the "Portfolio") presently held by State Street Bank &
  Trust Company (the "Custodian"), any proceeds thereof, and any additions
  thereto, in the Investment Manager's discretion. In the performance of its
  duties hereunder, the Investment Manager shall further be bound by any and all
  determinations by the Board of Directors of the Company relating to the
  investment objectives policies or restrictions of the Fund, which
  determinations shall be communicated in writing to the Investment Manager. For
  all purposes herein, the Investment Manager shall be deemed an independent
  contractor of the Company.

2.   POWERS OF THE INVESTMENT MANAGER

     Subject to the limitations provided in Section 1 hereof, the Investment
  Manager is empowered hereby, through any of its partners, principals,  or
  appropriate employees, for the benefit of the Fund:

     (a)  to invest and reinvest in shares, stocks, bonds, notes and other
  obligations of every description issued or incurred by governmental bodies,
  corporations, mutual funds, trusts, associations or firms, in trade
  acceptances and other commercial paper, and in loans and deposits at interest
  on call or on time, whether or not secured by collateral;

     (b)  to purchase and sell commodities or commodities contracts and
  investments in put, call, straddle, or spread options;


                                        1
<PAGE>


     (c)  to enter into forward, future, or swap contracts with respect to the
  purchase and sale of securities, currencies, commodities, and commodities
  contracts;

     (d)  to lend its portfolio securities to brokers, dealers and other
  financial institutions;

     (e)  to buy, sell, or exercise options, rights and warrants to subscribe
  for stock or securities;

     (f)  to engage in any other types of investment transactions described in
  the Fund's Prospectus and Statement of Additional Information; and

     (g)  to take such other action, or to direct the Custodian to take such
  other action, as may be necessary or desirable to carry out the purpose and
  intent of the foregoing.

3.        EXECUTION OF PORTFOLIO TRANSACTIONS

     (a)  The Investment Manager shall provide adequate facilities and qualified
  personnel for the placement of, and shall place, orders for the purchase, or
  other acquisition, and sale, or other disposition, of portfolio securities or
  other portfolio assets for the Fund.

     (b)  Unless otherwise specified in writing to the Investment Manager by the
  Fund, all orders for the purchase and sale of securities for the Portfolio
  shall be placed in such markets and through such brokers as in the Investment
  Manager's best judgment shall offer the most favorable price and market for
  the execution of each transaction; provided, however, that, subject to the
  above, the Investment Manager may place orders with brokerage firms that have
  sold shares of the Fund or that furnish statistical and other information to
  the Investment Manager, taking into account the value and quality of the
  brokerage services of such firms, including the availability and quality of
  such statistical and other information. Receipt by the Investment Manager of
  any such statistical and other information and services shall not be deemed to
  give rise to any requirement for abatement of the advisory fee payable to the
  Investment Manager pursuant to Section 5 hereof and Appendix A hereto.

     (c)  the Fund understands and agrees that the Investment Manager may effect
  securities transactions which cause the Fund to pay an amount of commission in
  excess of the amount of commission another broker would have charged,
  provided, however, that the Investment Manager determines in good faith that
  such amount of commission is reasonable in relation to the value of Fund share
  sales, statistical, brokerage and other services provided by such broker,
  viewed in terms of either the specific transaction or the Investment Manager's
  overall responsibilities to the Fund and other clients for which the
  Investment Manager exercises investment discretion. The Fund also understands
  that the receipt and use of such services will not reduce the Investment
  Manager's customary and normal research activities.

     (d)  The Fund understands and agrees that:


                                        2
<PAGE>


     (i)  the Investment Manager performs investment management services for
  various clients and that the Investment Manager may take action with respect
  to any of its other clients which may differ from action taken or from the
  timing or nature of action taken with respect to the Portfolio, so long as it
  is the Investment Manager's policy, to the extent practical, to allocate
  investment opportunities to the Portfolio over a period of time on a fair and
  equitable basis relative to other clients;

     (ii) the Investment Manager shall have no obligation to purchase or sell
  for the Portfolio any security which the Investment Manager, or its principals
  or employees, may purchase or sell for its or their own accounts or the
  account of any other client, if in the opinion of the Investment Manager such
  transaction or investment appears unsuitable, impractical or undesirable for
  the Portfolio;

     (iii) on occasions when the Investment Manager deems the purchase or sale
  of a security to be in the best interests of the Fund as well as other clients
  of the Investment Manager, the Investment Manager, to the extent permitted by
  applicable laws and regulations, may aggregate the securities to be so sold or
  purchased when the Investment Manager believes that to do so will be in the
  best interests of the Fund. In such event, allocation of the securities so
  purchased or sold, as well as the expenses incurred in the transaction, shall
  be made by the Investment Manager in the manner the Investment Manager
  considers to be the most equitable and consistent with its fiduciary
  obligations to the Fund and to such other clients; and

     (iv) the Investment Manager does not prohibit any of its principals or
  employees from purchasing or selling for their own accounts securities that
  may be recommended to or held by the Investment Manager's clients, subject to
  the provisions of the Investment Manager's Code of Ethics and that of the
  Company.

4.        ALLOCATION OF EXPENSES OF THE COMPANY AND THE FUND

     (a)  The Investment Manager will bear all expenses related to salaries of
  its employees and to the Investment Manager's overhead in connection with its
  duties under this Agreement. The Investment Manager also will pay all fees and
  salaries of the Company's directors and officers who are affiliated persons
  (as such term is defined in the 1940 Act) of the Investment Manager.

     (b)  Except for the expenses specifically assumed by the Investment
  Manager, the Fund will pay all of its expenses, including, without limitation,
  fees and expenses of the directors not affiliated with the Investment Manager
  attributable to the Fund; fees of the Investment Manager; fees of the Fund's
  administrator, custodian and subcustodians for all services to the Fund
  (including safekeeping of funds and securities and maintaining required books
  and accounts); transfer agent, registrar and dividend reinvestment and
  disbursing agent  interest charges; taxes; charges and expenses of the Fund's
  legal counsel and independent accountants; charges and expenses of legal
  counsel provided to the non-interested directors


                                        3
<PAGE>


  of the Company; expenses of repurchasing shares of the Fund; expenses of
  printing and mailing share certificates, stockholder reports, notices, proxy
  statements and reports to governmental agencies; brokerage and other expenses
  connected with the execution, recording and settlement of portfolio security
  transactions; expenses connected with negotiating, or effecting purchases or
  sales of portfolio securities or registering privately issued portfolio
  securities; expenses of calculating and publishing the net asset value of the
  Fund's shares; expenses of membership in investment company associations;
  premiums and other costs associated with the acquisition of a mutual fund
  directors and officers errors and omissions liability insurance policy;
  expenses of fidelity bonding and other insurance premiums; expenses of
  stockholders' meetings; and SEC and state blue sky registration fees.

     (c)  The expenses borne by the Fund pursuant to Section 4(b) shall include
  the Fund's proportionate share of any such expenses of the Company, which
  shall be allocated among the Fund and the other series of the Company on such
  basis as the Company shall deem appropriate.

5.   COMPENSATION OF THE INVESTMENT MANAGER

     (a)  In consideration of the services performed by the Investment Manager
  hereunder, the Fund will pay or cause to be paid to the Investment Manager, as
  they become due and payable, management fees determined in accordance with the
  attached Schedule of Fees (Appendix A). In the event of termination, any
  management fees paid in advance pursuant to such fee schedule will be prorated
  as of the date of termination and the unearned portion thereof will be
  returned to the Fund.
     (b)  The net asset value of the Fund's portfolio used in fee calculations
  shall be determined in the manner set forth in the Articles of Incorporation
  and Bylaws of the Company and the Fund's prospectus as of the close of regular
  trading on the New York Stock Exchange on each business day  the New York
  Stock Exchange is open.

     (c)  The Fund hereby authorizes the Investment Manager to charge the
  Portfolio, subject to the provisions in Section 6 hereof, for the full amount
  of fees as they become due and payable pursuant to the attached schedule of
  fees; provided, however, that a copy of a fee statement covering said payment
  shall be sent to the Custodian and to the Company.

     (d)  The Investment Manager may from time to time voluntarily agree to
  limit the aggregate operating expenses of the Fund for one or more fiscal
  years of the Company, as set forth in Appendix A hereto or in any other
  written agreement with the Company.  If in any such fiscal year the aggregate
  operating expenses of the Fund (as defined in Appendix A or such other written
  agreement) exceed the applicable percentage of the average daily net assets of
  the Fund for such fiscal year, the Investment Manager shall reimburse the Fund
  for such excess operating expenses.  Such operating expense reimbursement, if
  any, shall be estimated, reconciled and paid on a quarterly basis, or such
  more frequent basis as the Investment Manager may agree in writing.  Any such
  reimbursement of the Fund shall be


                                        4
<PAGE>


  repaid to the Investment Manager by the Fund, without interest, at such later
  time or times as it may be repaid without causing the aggregating operating
  expenses of the Fund to exceed the applicable percentage of the average daily
  net assets of the Fund for the period in which it is repaid; provided,
  however, that upon termination of this Agreement, the Fund shall have no
  further obligation to repay any such reimbursements.

6.   SERVICE TO OTHER CLIENTS

     Nothing contained in this Agreement shall be construed to prohibit the
  Investment Manager from performing investment advisory, management,
  distribution or other services for other investment companies and other
  persons, trusts or companies, or to prohibit affiliates of the Investment
  Manager from engaging in such businesses or in other related or unrelated
  businesses.

7.   STANDARD OF CARE

     The Investment Manager shall have no liability to the Fund, or its
  stockholders, for any error of judgment, mistake of law, loss arising out of
  any investment, or other act or omission in the performance of its obligations
  to the Fund not involving willful misfeasance, bad faith, gross negligence or
  reckless disregard of its obligations and duties hereunder.  The federal
  securities laws impose liabilities under certain circumstances on persons who
  act in good faith, and therefore nothing herein shall in any way constitute a
  waiver or limitation  of any rights which the undersigned may have under any
  federal securities laws.

8.   DURATION OF AGREEMENT

     This Agreement shall continue in effect until the close of business on
  _____________, 1998. This Agreement may thereafter be renewed from year to
  year by mutual consent, provided that such renewal shall be specifically
  approved at least annually by (i) the Board of Directors of the Company, or by
  the vote of a majority (as defined in the 1940 Act) of the outstanding voting
  securities of the Company, and (ii) a majority of those directors who are not
  parties to this Agreement or interested persons (as defined in the 1940 Act)
  of any such party cast in person at a meeting called for the purpose of voting
  on such approval.


                                        5
<PAGE>


9.   TERMINATION

     This Agreement may be terminated at any time, without payment of any
  penalty, by the Board of Directors of the Company or by the vote of a majority
  (as defined in the 1940 Act) of the outstanding voting securities of the
  Company on sixty (60) days' written notice to the Investment Manager, or by
  the Investment Manager on like notice to the Company. This Agreement shall
  automatically terminate in the event of its assignment (as defined in the 1940
  Act).

10.  REPORTS, BOOKS AND RECORDS

     The Investment Manager shall render to the Board of Directors of the
  Company such periodic and other reports as the Board may from time to time
  reasonably request.  In compliance with the requirements of Rule 31a-3 under
  the 1940 Act, the Investment Manager hereby agrees that all records which it
  maintains for the Company are property of the Company.  The Investment Manager
  shall surrender promptly to the Company any of such records upon the Company's
  request, and shall preserve for the periods prescribed by Rule 31a-2 under the
  1940 Act the records required to be maintained by Rule 31a-1 under the 1940
  Act.

11.  REPRESENTATIONS AND WARRANTIES

     The Investment Manager represents and warrants to the Company that the
  Investment Manager is registered as an investment adviser under the Investment
  Advisers Act of 1940.  During the term of this Agreement, the Investment
  Manager shall notify the Company of any change in the membership of the
  Investment Manager's partnership within a reasonable time after such change.
  The Company represents and warrants to the Investment Manager that the company
  is registered as an open-end management investment company under the 1940 Act.
  Each party further represents and warrants to the other that this Agreement
  has been duly authorized by such party and constitutes the legal, valid and
  binding obligation of such party in accordance with its terms.

12.  AMENDMENT OF THIS AGREEMENT

     No provision of this Agreement may be changed, waived, discharged or
  terminated orally, but only by an instrument in writing signed by the party
  against which enforcement of the change, waiver, discharge or termination is
  sought.


                                        6
<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate originals by their officers thereunto duly authorized as
of the date first above written.


RCM CAPITAL MANAGEMENT, L.L.C.               RCM EQUITY FUNDS, INC.
                                                  ON BEHALF OF
                                               RCM GLOBAL HEALTH
                                                  CARE FUND

By:____________________________         By:  __________________________


ATTEST:                                 ATTEST:

By:______________________________       By:  __________________________




                                        7
<PAGE>


                                   APPENDIX A
               INVESTMENT MANAGEMENT AGREEMENT, POWER OF ATTORNEY,
                              AND SERVICE AGREEMENT
                     BETWEEN RCM CAPITAL MANAGEMENT, L.L.C.
                            AND RCM EQUITY FUNDS, INC.
                                SCHEDULE OF FEES
                         FOR RCM GLOBAL HEALTH CARE FUND

Effective Date:________, 1996
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 ____% of the value of
the Fund's average daily net assets.

   Value of Securities and Cash of Fund                          Fee
   ------------------------------------                          ---

   On all sums                                             ____% annually

For the fiscal year ended December 31, 1997, the Investment Manager shall
reimburse the Fund to the extent that the operating expenses of the Fund (as
hereinafter defined) exceed ____% of the average daily net assets of the Fund.
For this purpose, the "operating expenses" of the Fund shall be deemed to
include all ordinary operating expenses other than interest, taxes and
extraordinary expenses.

Dated:  ____________, 1996

RCM CAPITAL MANAGEMENT, L.L.C.          RCM EQUITY FUNDS, INC.
                                             ON BEHALF OF
                                        RCM GLOBAL HEALTH CARE FUND


By:___________________________          By:  __________________________


ATTEST:                                      ATTEST:

By:___________________________          By:  __________________________


                                        8




<PAGE>


               INVESTMENT MANAGEMENT AGREEMENT, POWER OF ATTORNEY

                              AND SERVICE AGREEMENT

     THIS AGREEMENT is entered into this ____ day of _____________, 1996 by and
between RCM Equity Funds, Inc. (the "Company"), on behalf of RCM Global Small
Cap Fund, a series of the Company (the "Fund") and RCM Capital Management,
L.L.C. (the "Investment Manager").

1.   APPOINTMENT AND ACCEPTANCE OF APPOINTMENT OF THE INVESTMENT MANAGER

     (a)  Subject to express provisions and limitations set forth in the
  Company's Articles of Incorporation, Bylaws, Form N-lA Registration Statement
  under the Investment Company Act of 1940, as amended (the "1940 Act") and
  under the Securities Act of 1933, as amended (the "1933 Act"), and the Fund's
  prospectus as in use from time to time, as well as to the factors affecting
  the Company's status as a regulated investment company under the Internal
  Revenue Code of 1986, as amended, the Company hereby grants to the Investment
  Manager and the Investment Manager hereby accepts full discretionary authority
  to manage the investment and reinvestment of the cash, securities, and other
  assets of the Fund (the "Portfolio") presently held by State Street Bank &
  Trust Company (the "Custodian"), any proceeds thereof, and any additions
  thereto, in the Investment Manager's discretion. In the performance of its
  duties hereunder, the Investment Manager shall further be bound by any and all
  determinations by the Board of Directors of the Company relating to the
  investment objectives policies or restrictions of the Fund, which
  determinations shall be communicated in writing to the Investment Manager. For
  all purposes herein, the Investment Manager shall be deemed an independent
  contractor of the Company.

2.   POWERS OF THE INVESTMENT MANAGER

     Subject to the limitations provided in Section 1 hereof, the Investment
  Manager is empowered hereby, through any of its partners, principals,  or
  appropriate employees, for the benefit of the Fund:

     (a)  to invest and reinvest in shares, stocks, bonds, notes and other
  obligations of every description issued or incurred by governmental bodies,
  corporations, mutual funds, trusts, associations or firms, in trade
  acceptances and other commercial paper, and in loans and deposits at interest
  on call or on time, whether or not secured by collateral;

     (b)  to purchase and sell commodities or commodities contracts and
  investments in put, call, straddle, or spread options;


                                        1
<PAGE>


     (c)  to enter into forward, future, or swap contracts with respect to the
  purchase and sale of securities, currencies, commodities, and commodities
  contracts;

     (d)  to lend its portfolio securities to brokers, dealers and other
  financial institutions;

     (e)  to buy, sell, or exercise options, rights and warrants to subscribe
  for stock or securities;

     (f)  to engage in any other types of investment transactions described in
  the Fund's Prospectus and Statement of Additional Information; and

     (g)  to take such other action, or to direct the Custodian to take such
  other action, as may be necessary or desirable to carry out the purpose and
  intent of the foregoing.

3.   EXECUTION OF PORTFOLIO TRANSACTIONS

     (a)  The Investment Manager shall provide adequate facilities and qualified
  personnel for the placement of, and shall place, orders for the purchase, or
  other acquisition, and sale, or other disposition, of portfolio securities or
  other portfolio assets for the Fund.

     (b)  Unless otherwise specified in writing to the Investment Manager by the
  Fund, all orders for the purchase and sale of securities for the Portfolio
  shall be placed in such markets and through such brokers as in the Investment
  Manager's best judgment shall offer the most favorable price and market for
  the execution of each transaction; provided, however, that, subject to the
  above, the Investment Manager may place orders with brokerage firms that have
  sold shares of the Fund or that furnish statistical and other information to
  the Investment Manager, taking into account the value and quality of the
  brokerage services of such firms, including the availability and quality of
  such statistical and other information. Receipt by the Investment Manager of
  any such statistical and other information and services shall not be deemed to
  give rise to any requirement for abatement of the advisory fee payable to the
  Investment Manager pursuant to Section 5 hereof and Appendix A hereto.

     (c)  the Fund understands and agrees that the Investment Manager may effect
  securities transactions which cause the Fund to pay an amount of commission in
  excess of the amount of commission another broker would have charged,
  provided, however, that the Investment Manager determines in good faith that
  such amount of commission is reasonable in relation to the value of Fund share
  sales, statistical, brokerage and other services provided by such broker,
  viewed in terms of either the specific transaction or the Investment Manager's
  overall responsibilities to the Fund and other clients for which the
  Investment Manager exercises investment discretion. The Fund also understands
  that the receipt and use of such services will not reduce the Investment
  Manager's customary and normal research activities.

     (d)  The Fund understands and agrees that:


                                        2
<PAGE>


     (i)  the Investment Manager performs investment management services for
  various clients and that the Investment Manager may take action with respect
  to any of its other clients which may differ from action taken or from the
  timing or nature of action taken with respect to the Portfolio, so long as it
  is the Investment Manager's policy, to the extent practical, to allocate
  investment opportunities to the Portfolio over a period of time on a fair and
  equitable basis relative to other clients;

     (ii) the Investment Manager shall have no obligation to purchase or sell
  for the Portfolio any security which the Investment Manager, or its principals
  or employees, may purchase or sell for its or their own accounts or the
  account of any other client, if in the opinion of the Investment Manager such
  transaction or investment appears unsuitable, impractical or undesirable for
  the Portfolio;

     (iii) on occasions when the Investment Manager deems the purchase or sale
  of a security to be in the best interests of the Fund as well as other clients
  of the Investment Manager, the Investment Manager, to the extent permitted by
  applicable laws and regulations, may aggregate the securities to be so sold or
  purchased when the Investment Manager believes that to do so will be in the
  best interests of the Fund. In such event, allocation of the securities so
  purchased or sold, as well as the expenses incurred in the transaction, shall
  be made by the Investment Manager in the manner the Investment Manager
  considers to be the most equitable and consistent with its fiduciary
  obligations to the Fund and to such other clients; and

     (iv) the Investment Manager does not prohibit any of its principals or
  employees from purchasing or selling for their own accounts securities that
  may be recommended to or held by the Investment Manager's clients, subject to
  the provisions of the Investment Manager's Code of Ethics and that of the
  Company.

4.   ALLOCATION OF EXPENSES OF THE COMPANY AND THE FUND

     (a)  The Investment Manager will bear all expenses related to salaries of
  its employees and to the Investment Manager's overhead in connection with its
  duties under this Agreement. The Investment Manager also will pay all fees and
  salaries of the Company's directors and officers who are affiliated persons
  (as such term is defined in the 1940 Act) of the Investment Manager.

     (b)  Except for the expenses specifically assumed by the Investment
  Manager, the Fund will pay all of its expenses, including, without limitation,
  fees and expenses of the directors not affiliated with the Investment Manager
  attributable to the Fund; fees of the Investment Manager; fees of the Fund's
  administrator, custodian and subcustodians for all services to the Fund
  (including safekeeping of funds and securities and maintaining required books
  and accounts); transfer agent, registrar and dividend reinvestment and
  disbursing agent  interest charges; taxes; charges and expenses of the Fund's
  legal counsel and independent accountants; charges and expenses of legal
  counsel provided to the non-interested directors


                                        3
<PAGE>


  of the Company; expenses of repurchasing shares of the Fund; expenses of
  printing and mailing share certificates, stockholder reports, notices, proxy
  statements and reports to governmental agencies; brokerage and other expenses
  connected with the execution, recording and settlement of portfolio security
  transactions; expenses connected with negotiating, or effecting purchases or
  sales of portfolio securities or registering privately issued portfolio
  securities; expenses of calculating and publishing the net asset value of the
  Fund's shares; expenses of membership in investment company associations;
  premiums and other costs associated with the acquisition of a mutual fund
  directors and officers errors and omissions liability insurance policy;
  expenses of fidelity bonding and other insurance premiums; expenses of
  stockholders' meetings; and SEC and state blue sky registration fees.

     (c)  The expenses borne by the Fund pursuant to Section 4(b) shall include
  the Fund's proportionate share of any such expenses of the Company, which
  shall be allocated among the Fund and the other series of the Company on such
  basis as the Company shall deem appropriate.

5.   COMPENSATION OF THE INVESTMENT MANAGER

     (a)  In consideration of the services performed by the Investment Manager
  hereunder, the Fund will pay or cause to be paid to the Investment Manager, as
  they become due and payable, management fees determined in accordance with the
  attached Schedule of Fees (Appendix A). In the event of termination, any
  management fees paid in advance pursuant to such fee schedule will be prorated
  as of the date of termination and the unearned portion thereof will be
  returned to the Fund.

     (b)  The net asset value of the Fund's portfolio used in fee calculations
  shall be determined in the manner set forth in the Articles of Incorporation
  and Bylaws of the Company and the Fund's prospectus as of the close of regular
  trading on the New York Stock Exchange on each business day  the New York
  Stock Exchange is open.

     (c)  The Fund hereby authorizes the Investment Manager to charge the
  Portfolio, subject to the provisions in Section 6 hereof, for the full amount
  of fees as they become due and payable pursuant to the attached schedule of
  fees; provided, however, that a copy of a fee statement covering said payment
  shall be sent to the Custodian and to the Company.

     (d)  The Investment Manager may from time to time voluntarily agree to
  limit the aggregate operating expenses of the Fund for one or more fiscal
  years of the Company, as set forth in Appendix A hereto or in any other
  written agreement with the Company.  If in any such fiscal year the aggregate
  operating expenses of the Fund (as defined in Appendix A or such other written
  agreement) exceed the applicable percentage of the average daily net assets of
  the Fund for such fiscal year, the Investment Manager shall reimburse the Fund
  for such excess operating expenses.  Such operating expense reimbursement, if
  any, shall be estimated, reconciled and paid on a quarterly basis, or such
  more frequent basis as the Investment Manager may agree in writing.  Any such
  reimbursement of the Fund shall be


                                        4
<PAGE>


  repaid to the Investment Manager by the Fund, without interest, at such later
  time or times as it may be repaid without causing the aggregating operating
  expenses of the Fund to exceed the applicable percentage of the average daily
  net assets of the Fund for the period in which it is repaid; provided,
  however, that upon termination of this Agreement, the Fund shall have no
  further obligation to repay any such reimbursements.

6.   SERVICE TO OTHER CLIENTS

     Nothing contained in this Agreement shall be construed to prohibit the
  Investment Manager from performing investment advisory, management,
  distribution or other services for other investment companies and other
  persons, trusts or companies, or to prohibit affiliates of the Investment
  Manager from engaging in such businesses or in other related or unrelated
  businesses.

7.   STANDARD OF CARE

     The Investment Manager shall have no liability to the Fund, or its
  stockholders, for any error of judgment, mistake of law, loss arising out of
  any investment, or other act or omission in the performance of its obligations
  to the Fund not involving willful misfeasance, bad faith, gross negligence or
  reckless disregard of its obligations and duties hereunder.  The federal
  securities laws impose liabilities under certain circumstances on persons who
  act in good faith, and therefore nothing herein shall in any way constitute a
  waiver or limitation  of any rights which the undersigned may have under any
  federal securities laws.

8.   DURATION OF AGREEMENT

     This Agreement shall continue in effect until the close of business on
  _____________, 1998. This Agreement may thereafter be renewed from year to
  year by mutual consent, provided that such renewal shall be specifically
  approved at least annually by (i) the Board of Directors of the Company, or by
  the vote of a majority (as defined in the 1940 Act) of the outstanding voting
  securities of the Company, and (ii) a majority of those directors who are not
  parties to this Agreement or interested persons (as defined in the 1940 Act)
  of any such party cast in person at a meeting called for the purpose of voting
  on such approval.


                                        5
<PAGE>


9.   TERMINATION

     This Agreement may be terminated at any time, without payment of any
  penalty, by the Board of Directors of the Company or by the vote of a majority
  (as defined in the 1940 Act) of the outstanding voting securities of the
  Company on sixty (60) days' written notice to the Investment Manager, or by
  the Investment Manager on like notice to the Company. This Agreement shall
  automatically terminate in the event of its assignment (as defined in the 1940
  Act).

10.  REPORTS, BOOKS AND RECORDS

     The Investment Manager shall render to the Board of Directors of the
  Company such periodic and other reports as the Board may from time to time
  reasonably request.  In compliance with the requirements of Rule 31a-3 under
  the 1940 Act, the Investment Manager hereby agrees that all records which it
  maintains for the Company are property of the Company.  The Investment Manager
  shall surrender promptly to the Company any of such records upon the Company's
  request, and shall preserve for the periods prescribed by Rule 31a-2 under the
  1940 Act the records required to be maintained by Rule 31a-1 under the 1940
  Act.

11.  REPRESENTATIONS AND WARRANTIES

     The Investment Manager represents and warrants to the Company that the
  Investment Manager is registered as an investment adviser under the Investment
  Advisers Act of 1940.  During the term of this Agreement, the Investment
  Manager shall notify the Company of any change in the membership of the
  Investment Manager's partnership within a reasonable time after such change.
  The Company represents and warrants to the Investment Manager that the company
  is registered as an open-end management investment company under the 1940 Act.
  Each party further represents and warrants to the other that this Agreement
  has been duly authorized by such party and constitutes the legal, valid and
  binding obligation of such party in accordance with its terms.

12.  AMENDMENT OF THIS AGREEMENT

     No provision of this Agreement may be changed, waived, discharged or
  terminated orally, but only by an instrument in writing signed by the party
  against which enforcement of the change, waiver, discharge or termination is
  sought.


                                        6
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate originals by their officers thereunto duly authorized as
of the date first above written.

RCM CAPITAL MANAGEMENT, L.L.C.          RCM EQUITY FUNDS, INC.
                                             ON BEHALF OF
                                        RCM GLOBAL SMALL CAP FUND


By:__________________________           By:  __________________________


ATTEST:                                 ATTEST:

By:__________________________           By:  __________________________




                                        7
<PAGE>


                                   APPENDIX A
               INVESTMENT MANAGEMENT AGREEMENT, POWER OF ATTORNEY,
                              AND SERVICE AGREEMENT
                     BETWEEN RCM CAPITAL MANAGEMENT, L.L.C.
                            AND RCM EQUITY FUNDS, INC.
                                SCHEDULE OF FEES
                          FOR RCM GLOBAL SMALL CAP FUND


Effective Date:________, 1996

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 ____% of the value of
the Fund's average daily net assets.

   Value of Securities and Cash of Fund                          Fee
   ------------------------------------                          ---

   On all sums                                             ____% annually

For the fiscal year ended December 31, 1997, the Investment Manager shall
reimburse the Fund to the extent that the operating expenses of the Fund (as
hereinafter defined) exceed ____% of the average daily net assets of the Fund.
For this purpose, the "operating expenses" of the Fund shall be deemed to
include all ordinary operating expenses other than interest, taxes and
extraordinary expenses.

Dated:  ____________, 1996

RCM CAPITAL MANAGEMENT, L.L.C.          RCM EQUITY FUNDS, INC.
                                             ON BEHALF OF
                                        RCM GLOBAL SMALL CAP FUND

By:___________________________          By:  __________________________


ATTEST:                                 ATTEST:

By:___________________________          By:  __________________________


                                        8



<PAGE>


               INVESTMENT MANAGEMENT AGREEMENT, POWER OF ATTORNEY

                              AND SERVICE AGREEMENT

     THIS AGREEMENT is entered into this ____ day of _____________, 1996 by and
between RCM Equity Funds, Inc. (the "Company"), on behalf of RCM Large Cap
Growth Fund, a series of the Company (the "Fund") and RCM Capital Management,
L.L.C. (the "Investment Manager").

1.        APPOINTMENT AND ACCEPTANCE OF APPOINTMENT OF THE INVESTMENT MANAGER

     (a)  Subject to express provisions and limitations set forth in the
  Company's Articles of Incorporation, Bylaws, Form N-lA Registration Statement
  under the Investment Company Act of 1940, as amended (the "1940 Act") and
  under the Securities Act of 1933, as amended (the "1933 Act"), and the Fund's
  prospectus as in use from time to time, as well as to the factors affecting
  the Company's status as a regulated investment company under the Internal
  Revenue Code of 1986, as amended, the Company hereby grants to the Investment
  Manager and the Investment Manager hereby accepts full discretionary authority
  to manage the investment and reinvestment of the cash, securities, and other
  assets of the Fund (the "Portfolio") presently held by State Street Bank &
  Trust Company (the "Custodian"), any proceeds thereof, and any additions
  thereto, in the Investment Manager's discretion. In the performance of its
  duties hereunder, the Investment Manager shall further be bound by any and all
  determinations by the Board of Directors of the Company relating to the
  investment objectives policies or restrictions of the Fund, which
  determinations shall be communicated in writing to the Investment Manager. For
  all purposes herein, the Investment Manager shall be deemed an independent
  contractor of the Company.

2.   POWERS OF THE INVESTMENT MANAGER

     Subject to the limitations provided in Section 1 hereof, the Investment
  Manager is empowered hereby, through any of its partners, principals,  or
  appropriate employees, for the benefit of the Fund:

     (a)  to invest and reinvest in shares, stocks, bonds, notes and other
  obligations of every description issued or incurred by governmental bodies,
  corporations, mutual funds, trusts, associations or firms, in trade
  acceptances and other commercial paper, and in loans and deposits at interest
  on call or on time, whether or not secured by collateral;

     (b)  to purchase and sell commodities or commodities contracts and
  investments in put, call, straddle, or spread options;


                                        1
<PAGE>


     (c)  to enter into forward, future, or swap contracts with respect to the
  purchase and sale of securities, currencies, commodities, and commodities
  contracts;

     (d)  to lend its portfolio securities to brokers, dealers and other
  financial institutions;

     (e)  to buy, sell, or exercise options, rights and warrants to subscribe
  for stock or securities;

     (f)  to engage in any other types of investment transactions described in
  the Fund's Prospectus and Statement of Additional Information; and

     (g)  to take such other action, or to direct the Custodian to take such
  other action, as may be necessary or desirable to carry out the purpose and
  intent of the foregoing.

3.   EXECUTION OF PORTFOLIO TRANSACTIONS

     (a)  The Investment Manager shall provide adequate facilities and qualified
  personnel for the placement of, and shall place, orders for the purchase, or
  other acquisition, and sale, or other disposition, of portfolio securities or
  other portfolio assets for the Fund.

     (b)  Unless otherwise specified in writing to the Investment Manager by the
  Fund, all orders for the purchase and sale of securities for the Portfolio
  shall be placed in such markets and through such brokers as in the Investment
  Manager's best judgment shall offer the most favorable price and market for
  the execution of each transaction; provided, however, that, subject to the
  above, the Investment Manager may place orders with brokerage firms that have
  sold shares of the Fund or that furnish statistical and other information to
  the Investment Manager, taking into account the value and quality of the
  brokerage services of such firms, including the availability and quality of
  such statistical and other information. Receipt by the Investment Manager of
  any such statistical and other information and services shall not be deemed to
  give rise to any requirement for abatement of the advisory fee payable to the
  Investment Manager pursuant to Section 5 hereof and Appendix A hereto.

     (c)  the Fund understands and agrees that the Investment Manager may effect
  securities transactions which cause the Fund to pay an amount of commission in
  excess of the amount of commission another broker would have charged,
  provided, however, that the Investment Manager determines in good faith that
  such amount of commission is reasonable in relation to the value of Fund share
  sales, statistical, brokerage and other services provided by such broker,
  viewed in terms of either the specific transaction or the Investment Manager's
  overall responsibilities to the Fund and other clients for which the
  Investment Manager exercises investment discretion. The Fund also understands
  that the receipt and use of such services will not reduce the Investment
  Manager's customary and normal research activities.

     (d) The Fund understands and agrees that:


                                        2
<PAGE>


     (i)  the Investment Manager performs investment management services for
  various clients and that the Investment Manager may take action with respect
  to any of its other clients which may differ from action taken or from the
  timing or nature of action taken with respect to the Portfolio, so long as it
  is the Investment Manager's policy, to the extent practical, to allocate
  investment opportunities to the Portfolio over a period of time on a fair and
  equitable basis relative to other clients;

     (ii) the Investment Manager shall have no obligation to purchase or sell
  for the Portfolio any security which the Investment Manager, or its principals
  or employees, may purchase or sell for its or their own accounts or the
  account of any other client, if in the opinion of the Investment Manager such
  transaction or investment appears unsuitable, impractical or undesirable for
  the Portfolio;

     (iii) on occasions when the Investment Manager deems the purchase or sale
  of a security to be in the best interests of the Fund as well as other clients
  of the Investment Manager, the Investment Manager, to the extent permitted by
  applicable laws and regulations, may aggregate the securities to be so sold or
  purchased when the Investment Manager believes that to do so will be in the
  best interests of the Fund. In such event, allocation of the securities so
  purchased or sold, as well as the expenses incurred in the transaction, shall
  be made by the Investment Manager in the manner the Investment Manager
  considers to be the most equitable and consistent with its fiduciary
  obligations to the Fund and to such other clients; and

     (iv) the Investment Manager does not prohibit any of its principals or
  employees from purchasing or selling for their own accounts securities that
  may be recommended to or held by the Investment Manager's clients, subject to
  the provisions of the Investment Manager's Code of Ethics and that of the
  Company.

4.   ALLOCATION OF EXPENSES OF THE COMPANY AND THE FUND

     (a)  The Investment Manager will bear all expenses related to salaries of
  its employees and to the Investment Manager's overhead in connection with its
  duties under this Agreement. The Investment Manager also will pay all fees and
  salaries of the Company's directors and officers who are affiliated persons
  (as such term is defined in the 1940 Act) of the Investment Manager.

     (b)  Except for the expenses specifically assumed by the Investment
  Manager, the Fund will pay all of its expenses, including, without limitation,
  fees and expenses of the directors not affiliated with the Investment Manager
  attributable to the Fund; fees of the Investment Manager; fees of the Fund's
  administrator, custodian and subcustodians for all services to the Fund
  (including safekeeping of funds and securities and maintaining required books
  and accounts); transfer agent, registrar and dividend reinvestment and
  disbursing agent  interest charges; taxes; charges and expenses of the Fund's
  legal counsel and independent accountants; charges and expenses of legal
  counsel provided to the non-interested directors


                                        3
<PAGE>


  of the Company; expenses of repurchasing shares of the Fund; expenses of
  printing and mailing share certificates, stockholder reports, notices, proxy
  statements and reports to governmental agencies; brokerage and other expenses
  connected with the execution, recording and settlement of portfolio security
  transactions; expenses connected with negotiating, or effecting purchases or
  sales of portfolio securities or registering privately issued portfolio
  securities; expenses of calculating and publishing the net asset value of the
  Fund's shares; expenses of membership in investment company associations;
  premiums and other costs associated with the acquisition of a mutual fund
  directors and officers errors and omissions liability insurance policy;
  expenses of fidelity bonding and other insurance premiums; expenses of
  stockholders' meetings; and SEC and state blue sky registration fees.

     (c)  The expenses borne by the Fund pursuant to Section 4(b) shall include
  the Fund's proportionate share of any such expenses of the Company, which
  shall be allocated among the Fund and the other series of the Company on such
  basis as the Company shall deem appropriate.

5.   COMPENSATION OF THE INVESTMENT MANAGER

     (a)  In consideration of the services performed by the Investment Manager
  hereunder, the Fund will pay or cause to be paid to the Investment Manager, as
  they become due and payable, management fees determined in accordance with the
  attached Schedule of Fees (Appendix A). In the event of termination, any
  management fees paid in advance pursuant to such fee schedule will be prorated
  as of the date of termination and the unearned portion thereof will be
  returned to the Fund.
     (b)  The net asset value of the Fund's portfolio used in fee calculations
  shall be determined in the manner set forth in the Articles of Incorporation
  and Bylaws of the Company and the Fund's prospectus as of the close of regular
  trading on the New York Stock Exchange on each business day  the New York
  Stock Exchange is open.

     (c)  The Fund hereby authorizes the Investment Manager to charge the
  Portfolio, subject to the provisions in Section 6 hereof, for the full amount
  of fees as they become due and payable pursuant to the attached schedule of
  fees; provided, however, that a copy of a fee statement covering said payment
  shall be sent to the Custodian and to the Company.

     (d)  The Investment Manager may from time to time voluntarily agree to
  limit the aggregate operating expenses of the Fund for one or more fiscal
  years of the Company, as set forth in Appendix A hereto or in any other
  written agreement with the Company.  If in any such fiscal year the aggregate
  operating expenses of the Fund (as defined in Appendix A or such other written
  agreement) exceed the applicable percentage of the average daily net assets of
  the Fund for such fiscal year, the Investment Manager shall reimburse the Fund
  for such excess operating expenses.  Such operating expense reimbursement, if
  any, shall be estimated, reconciled and paid on a quarterly basis, or such
  more frequent basis as the Investment Manager may agree in writing.  Any such
  reimbursement of the Fund shall be


                                        4
<PAGE>


  repaid to the Investment Manager by the Fund, without interest, at such later
  time or times as it may be repaid without causing the aggregating operating
  expenses of the Fund to exceed the applicable percentage of the average daily
  net assets of the Fund for the period in which it is repaid; provided,
  however, that upon termination of this Agreement, the Fund shall have no
  further obligation to repay any such reimbursements.

6.   SERVICE TO OTHER CLIENTS

     Nothing contained in this Agreement shall be construed to prohibit the
  Investment Manager from performing investment advisory, management,
  distribution or other services for other investment companies and other
  persons, trusts or companies, or to prohibit affiliates of the Investment
  Manager from engaging in such businesses or in other related or unrelated
  businesses.

7.   STANDARD OF CARE

     The Investment Manager shall have no liability to the Fund, or its
  stockholders, for any error of judgment, mistake of law, loss arising out of
  any investment, or other act or omission in the performance of its obligations
  to the Fund not involving willful misfeasance, bad faith, gross negligence or
  reckless disregard of its obligations and duties hereunder.  The federal
  securities laws impose liabilities under certain circumstances on persons who
  act in good faith, and therefore nothing herein shall in any way constitute a
  waiver or limitation  of any rights which the undersigned may have under any
  federal securities laws.

8.   DURATION OF AGREEMENT

     This Agreement shall continue in effect until the close of business on
  _____________, 1998. This Agreement may thereafter be renewed from year to
  year by mutual consent, provided that such renewal shall be specifically
  approved at least annually by (i) the Board of Directors of the Company, or by
  the vote of a majority (as defined in the 1940 Act) of the outstanding voting
  securities of the Company, and (ii) a majority of those directors who are not
  parties to this Agreement or interested persons (as defined in the 1940 Act)
  of any such party cast in person at a meeting called for the purpose of voting
  on such approval.



                                        5
<PAGE>


9.   TERMINATION
     This Agreement may be terminated at any time, without payment of any
  penalty, by the Board of Directors of the Company or by the vote of a majority
  (as defined in the 1940 Act) of the outstanding voting securities of the
  Company on sixty (60) days' written notice to the Investment Manager, or by
  the Investment Manager on like notice to the Company. This Agreement shall
  automatically terminate in the event of its assignment (as defined in the 1940
  Act).

10.  REPORTS, BOOKS AND RECORDS

     The Investment Manager shall render to the Board of Directors of the
  Company such periodic and other reports as the Board may from time to time
  reasonably request.  In compliance with the requirements of Rule 31a-3 under
  the 1940 Act, the Investment Manager hereby agrees that all records which it
  maintains for the Company are property of the Company.  The Investment Manager
  shall surrender promptly to the Company any of such records upon the Company's
  request, and shall preserve for the periods prescribed by Rule 31a-2 under the
  1940 Act the records required to be maintained by Rule 31a-1 under the 1940
  Act.

11.  REPRESENTATIONS AND WARRANTIES

     The Investment Manager represents and warrants to the Company that the
  Investment Manager is registered as an investment adviser under the Investment
  Advisers Act of 1940.  During the term of this Agreement, the Investment
  Manager shall notify the Company of any change in the membership of the
  Investment Manager's partnership within a reasonable time after such change.
  The Company represents and warrants to the Investment Manager that the company
  is registered as an open-end management investment company under the 1940 Act.
  Each party further represents and warrants to the other that this Agreement
  has been duly authorized by such party and constitutes the legal, valid and
  binding obligation of such party in accordance with its terms.

12.  AMENDMENT OF THIS AGREEMENT

     No provision of this Agreement may be changed, waived, discharged or
  terminated orally, but only by an instrument in writing signed by the party
  against which enforcement of the change, waiver, discharge or termination is
  sought.


                                        6
<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in duplicate originals by their officers thereunto duly authorized
as of the date first above written.

RCM CAPITAL MANAGEMENT, L.L.C.               RCM EQUITY FUNDS, INC.
                                                  ON BEHALF OF
                                             RCM LARGE CAP GROWTH FUND

By:_____________________________             By:  __________________________


ATTEST:                                      ATTEST:

By:______________________________            By:  __________________________




                                        8
<PAGE>


                                   APPENDIX A
               INVESTMENT MANAGEMENT AGREEMENT, POWER OF ATTORNEY,
                              AND SERVICE AGREEMENT
                     BETWEEN RCM CAPITAL MANAGEMENT, L.L.C.
                            AND RCM EQUITY FUNDS, INC.
                                SCHEDULE OF FEES
                          FOR RCM LARGE CAP GROWTH FUND


Effective Date:________, 1996

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 ____% of the value of
the Fund's average daily net assets.

   Value of Securities and Cash of Fund                          Fee
   ------------------------------------                          ---

   On all sums                                             ____% annually

For the fiscal year ended December 31, 1997, the Investment Manager shall
reimburse the Fund to the extent that the operating expenses of the Fund (as
hereinafter defined) exceed ____% of the average daily net assets of the Fund.
For this purpose, the "operating expenses" of the Fund shall be deemed to
include all ordinary operating expenses other than interest, taxes and
extraordinary expenses.

Dated:  ____________, 1996

RCM CAPITAL MANAGEMENT, L.L.C.                RCM EQUITY FUNDS, INC.
                                                  ON BEHALF OF
                                              RCM LARGE CAP GROWTH FUND

By:______________________________             By:  ___________________________


ATTEST:                                       ATTEST:

By:______________________________             By:  ___________________________

                                        9



<PAGE>




                                      AGREEMENT

AGREEMENT made this 13th day of June, 1996 by and among RCM Capital Management
("RCM"), a California limited partnership, RCM Equity Funds, Inc., an open end
management investment company (the "Company"), RCM Capital Funds, Inc. an open
end management investment company (the "Corporation") and Funds Distributor,
Inc. ("FDI"), a Massachusetts corporation.  The Company and the Corporation are
collectively referred to herein as the "Companies."

WHEREAS, RCM serves as investment adviser to and provides certain administrative
services for the Companies, which are registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), and which are comprised of the
investment series listed on Schedule A, as such Schedule shall be automatically
amended from time to time (each a "Fund," collectively, the "Funds");

WHEREAS, the Companies have entered into distribution agreements with FDI
(the "Distribution Agreements") for the distribution by FDI of shares of common
stock (the "Shares") in the Companies or in a Fund;

WHEREAS, in furtherance of FDI's duties and responsibilities as set forth in the
Distribution Agreements, one or more employees of FDI (who may be registered
with the National Association of Securities Dealers ("NASD") as representatives
of FDI), shall be based in an FDI branch office (an Office of Supervisory
Jurisdiction as defined by the NASD's Rules of Fair Practice) in San Francisco
(such FDI employees shall hereinafter be referred to as "Registered
Representatives");

WHEREAS, such Registered Representatives shall provide marketing and sales
services to the Companies pursuant to the Distribution Agreements;

WHEREAS, RCM, the Companies and FDI desire to enter into this Agreement pursuant
to which FDI will perform certain administrative services for the Companies and
for RCM with respect to each Fund;

NOW THEREFORE, in consideration of the mutual agreements herein contained, the
parties agree as follows:

1.  SERVICES PROVIDED BY FDI.  FDI will assist the Companies and RCM in
providing services with respect to each Fund as may be reasonably requested by
the Company, the Corporation or RCM from time to time.  To the extent consistent
with FDI's compensation hereunder and at the direction of the Company, the
Corporation or RCM specific assignments may include:

    (a)  The provision of the following advice and assistance to the Company,
    the Corporation and/or to RCM: (i) advice with regard to various compliance

<PAGE>

    requirements under the 1940 Act; and (ii) assistance in the resolution of
    technical issues of a compliance or non-compliance nature;

    (b)  Gathering of information deemed necessary by the Company, the
    Corporation and/or RCM to support: (i) required state regulatory filings
    and (ii) required federal regulatory filings;

    (c)  As mutually agreed to by the parties hereto, the preparation of
    statistical and research data;

    (d)  The provision of advice and counsel to the Company, the Corporation
    and/or RCM with respect to regulatory matters, including monitoring
    regulatory and legislative developments that may affect the Funds and
    assisting the Company and/or the Corporation in routine regulatory
    examinations or investigations;

    (e)  Assistance in the Company's and/or the Corporation's operations and
    provision of general consulting services on a day to day, as needed basis;

    (f)  Legal review of all Fund marketing materials and other sales related
    materials to ensure compliance with the advertising rules of the relevant
    regulatory authorities;

    (g)  As mutually agreed to by the parties hereto, provision of services
    with regard to advertising, marketing and promotional activities including
    but not limited to: (i) developing information, analysis and reports, (ii)
    preparing, printing and distributing sales literature brochures, letters,
    training materials and dealer guides and all similar materials and
    advertisements as defined below, (iii) developing and implementing audio
    and video advertising programs, (iv) arranging and paying for the printing
    and distribution of prospectuses and reports of the Funds to prospective
    shareholders, (v) arranging and paying for telemarketing services and (vi)
    arranging and paying for fulfillment services.  Without limiting the
    generality of Section 18 hereof, all Fund advertisements, sales literature,
    prospectuses and shareholder reports shall state that the distributor of
    the Fund is "RCM Distributors, a division of Funds Distributor, Inc."  For
    purposes of this Agreement "sales literature" and "advertisements" mean
    brochures, letters, training materials and dealers' guides, materials for
    oral presentations and all other similar materials, whether transmitted
    directly to potential shareholders or published in print or audio-visual
    media, but does not include generic materials that do not mention the Funds
    or the Shares;

    (h)  Use of reasonable efforts, in cooperation with RCM, to resolve as of
    trades with respect to Shares of the Funds in order to mitigate the risk of
    loss to FDI, RCM, the Company and/or the Corporation from such as of
    trades;


                                      2

<PAGE>

    (i)  In connection with the foregoing activities, maintenance of an office
    facility (which may be in the offices of FDI or a corporate affiliate);

    (j)  In connection with the foregoing activities, the furnishing of
    clerical services and internal executive and administrative services,
    stationery and office supplies; and

    (k)  The provision of officers to the Company and the Corporation
    including, but not limited to, President, Vice Presidents, Secretary,
    Assistant Secretaries, Treasurer and Assistant Treasurers to assume certain
    specified responsibilities.

2.  SERVICES PROVIDED BY RCM, THE COMPANY AND THE CORPORATION.  In furtherance
of the responsibilities under this Agreement RCM, the Company and the
Corporation will:

    (a)  Cause the Company's and the Corporation's  administrator to furnish
    any and all information and assist FDI in taking any other actions that may
    be reasonably necessary in connection with (i) registration of the Shares
    under the Securities Act of 1933 (the "1933 Act") and (ii) the
    qualification for the Shares for sale in those states that the Funds and
    FDI may designate;

    (b)  Cause the Company's and the Corporation's administrator to monitor
    sales of the Shares to assure compliance with applicable state securities
    laws;

    (c)  Report or cause the Company's and the Corporation's transfer agent to
    provide sales-related complaints to FDI and consult with FDI concerning the
    manner in which such complaints will be addressed;

    (d)  If applicable, cause the Company's and the Corporation's transfer
    agent to give necessary information for the preparation of quarterly
    reports in a form satisfactory to FDI regarding Rule 12b-1 fees, front-end
    sales loads, back-end sales loads and other data regarding sales and sales
    loads as required by the 1940 Act or as requested by the board of directors
    of the Company and/or the Corporation;

    (e)  If applicable, cause the Company's and the Corporation's transfer
    agent to provide FDI with all necessary historical information so that FDI
    can calculate the maximum sales charges payable by the Funds pursuant to
    the Rules of Fair Practice of the NASD and the actual sales charges paid by
    the Funds; cause the Company's and the Corporation's transfer agent to
    provide FDI with all of the ongoing necessary information so that FDI can
    calculate the maximum sales charges payable by the Funds pursuant to the
    Rules of Fair Practice of the NASD and the actual sales charges paid by the
    Funds; and cause the Company's and the Corporation's transfer agent to
    provide such information in a form satisfactory to FDI no less often than
    monthly for every Fund and on a daily basis for any Fund for which FDI
    determines that the remaining NASD sales change limit is approaching zero;


                                      3

<PAGE>

    (f)  Support or cause the Company's or the Corporation's transfer agent to
    support the servicing of the shareholders and, in connection therewith,
    provide or cause the Company's transfer agent or the Corporation's transfer
    agent to provide one or more persons during normal business hours to
    respond to telephone questions concerning the Funds' shareholders'
    accounts;

    (g)  Provide FDI with copies of, or access to, any documents that FDI may
    reasonably request and notify FDI as soon as possible of any matter
    materially affecting FDI's performance of its services under this
    Agreement.

    (h)  Report to FDI, to the extent that RCM, the Company or the Corporation
    are aware of, any and all actions or inactions by any Registered
    Representative or securities dealers, financial institutions and other
    industry professionals such as investment advisers and estate planning
    firms that have entered into agreements with FDI for the solicitation of
    Fund Shares (collectively referred to herein as "Selling Broker Dealers")
    that (i) fail to comply with the terms of any selling agreements, (ii)
    violate any applicable laws of any governmental authorities, including the
    NASD's Rules of Fair Practice, or (iii) violate any other agreement or
    procedure with which such Selling Broker-Dealer or Registered
    Representative is required to comply; and

    (i)  (i) Submit the form of confirmation statement to be used for sale of
    the Shares to FDI for its approval and cause the Company's transfer agent
    and the Corporation's transfer agent to provide to customers of the Selling
    Broker-Dealers ("Customers") and to the Selling Broker-Dealers such
    confirmations of all transactions in the Shares as may be required by the
    1934 Act and the selling agreements, and (ii) use reasonable efforts to
    monitor the Company's  transfer agent and the Corporation's transfer agent
    in its preparation and mailing of such confirmations regarding the sales of
    the Shares and report to FDI any deficiencies of which RCM, the Company, or
    the Corporation are aware in the transfer agent's performance of such
    activities.

In addition, as soon as practicable after the effective date of this Agreement,
RCM shall sublease office space to FDI  for the Office of Supervisory
Jurisdiction.  The terms of the sublease shall be subject to a final agreement
as negotiated by RCM and FDI.

3.  COMPENSATION.

    (a)  For the services to be rendered and expenses to be assumed by FDI
    under this Agreement, each Fund will pay to FDI, for its services, a fee in
    accordance with the terms set forth in the Fee Letter Agreement dated as of
    June 13, 1996 by and among FDI, RCM the Company and the Corporation  as the
    same may be amended from time to time (the "Fee Letter Agreement").  FDI
    shall bear all


                                      4

<PAGE>

    expenses in connection with the performance of its services under this
    Agreement except those enumerated in the Fee Letter Agreement.

    (b)  FDI will employ certain persons listed on Schedule B, as such schedule
    may be amended from time to time, who shall be exclusively dedicated to the
    sales and marketing activities of the Company and/or the Corporation.  In
    addition to those persons listed in Schedule B, FDI will from time to time
    employ or associate with itself such person or persons as FDI may believe
    to be particularly suited to assist it in performing services under this
    Agreement.  Such person or persons may be officers and employees who are
    employed by both FDI (and/or an affiliated company) and the Company and/or
    the Corporation.  The compensation of such person or persons shall be paid
    by FDI or a corporate affiliate of FDI and no obligation shall be incurred
    on behalf of the Company, the Corporation, or RCM in such respect.

    (c)  FDI acknowledges and agrees that any expenditures and obligations of a
    Fund pursuant to this Section 3 and Section 6 hereof shall be enforceable
    only against the assets and property of such Fund and not against the
    assets and property of any other Fund of the Corporation or Company of
    which it is a series.

    (d)  RCM shall promptly reimburse the Company and the Corporation, and
    shall indemnify and hold each of them and each of the Funds harmless from
    and against, all expenditures and obligations of the Company and the
    Corporation pursuant to this Section 3.  Such reimbursement shall be made
    within one (1) business day after delivery by the Company or the
    Corporation, as the case may be, to RCM of reasonably satisfactory evidence
    of such expenditure or satisfaction of such obligation.  RCM acknowledges
    and agrees that, in the event it fails to pay any reimbursement when due
    with respect to a Fund, the amount of such unpaid reimbursement shall be
    offset by the Company or the Corporation, as the case may be, against the
    advisory fees payable by it to RCM with respect to such Fund.

4.  EFFECTIVE DATE.  This Agreement shall become effective with respect to a
Fund as of the date first written above (or, if a particular Fund is not in
existence on that date, on the date Funds Distributor, Inc. becomes the
distributor of the shares of such Fund; in which case Schedule A to this
Agreement shall be deemed amended to include such Fund from and after such
date).

5.  TERM.  This Agreement shall continue for an initial one-year period and
shall continue thereafter for successive one-year terms unless notice not to
renew is given by the non-renewing party to the other parties at least 60 days
prior to the expiration of the then current term.  This Agreement shall
automatically terminate if: (i)  FDI ceases to be the distributor of all of the
Funds under the Distribution Agreements; or (ii) RCM ceases to be the investment
adviser to all of the Funds.


                                      5

<PAGE>

6.  STANDARD OF CARE AND INDEMNIFICATION.

    (a)  The Corporation or the Company, as the case may be, shall cause each
    Fund to: (i) indemnify and hold harmless FDI and RCM against any losses,
    claims, damages or liabilities, or actions in respect thereof, to which FDI
    or RCM may become subject, including amounts paid in settlement with the
    prior written consent of the Company or the Corporation, insofar as such
    losses, claims, damages or liabilities, or actions in respect thereof,
    arise out of or result from the failure of the Corporation or the Company,
    as the case may be, to comply with the terms of this Agreement with respect
    to any Fund; and (ii) reimburse FDI and RCM for reasonable legal or other
    expenses reasonably incurred by FDI or RCM in connection with investigating
    or defending against any such loss, claim, damage, liability or action.  A
    Fund shall not be liable to FDI or RCM for any action taken or omitted by
    FDI or RCM in bad faith, with willful misfeasance, with gross negligence or
    in reckless disregard by FDI or RCM of its obligations and duties.  The
    indemnities in this Section shall, upon the same terms and conditions,
    extend to and inure to the benefit of each of the directors and officers of
    FDI and RCM and any person controlling FDI or RCM within the meaning of
    Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of
    1934 (the "1934 Act").

    (b) FDI will: (i)  indemnify and hold harmless each Fund and RCM against
    any losses, claims, damages or liabilities, or actions in respect thereof,
    to which a Fund or RCM may become subject, including amounts paid in
    settlement with the prior written consent of FDI, insofar as such losses,
    claims, damages or liabilities, or actions in respect thereof, arise out of
    or result from the failure of FDI to comply with the terms of this
    Agreement; and (ii) reimburse each Fund and RCM for reasonable legal or
    other expenses reasonably incurred by such Fund or RCM in  connection with
    investigating or defending against any such loss, claim, damage, liability
    or action.  FDI shall not be liable to a Fund or RCM for any action taken
    or omitted by such Fund or RCM in bad faith, with willful misfeasance with,
    gross negligence or in reckless disregarded by such Fund or RCM of its
    obligations and duties.  The indemnities in this Section shall, upon the
    same terms and conditions, extend to and inure to the benefit of each of
    the directors and officers of each of the Company, the Corporation, and RCM
    and any person controlling the Company, the Corporation or RCM within  the
    meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act.

    (c)  RCM will: (i)  indemnify and hold harmless each Fund and FDI against
    any losses, claims, damages or liabilities, or actions in respect thereof,
    to which a Fund or FDI may become subject, including amounts paid in
    settlement with the prior written consent of RCM, insofar as such losses,
    claims, damages or liabilities, or actions in respect thereof, arise out of
    or result from the failure of RCM to comply with the terms of this
    Agreement; and (ii) reimburse each Fund and FDI for reasonable legal or
    other expenses reasonably incurred by such Fund or FDI in


                                      6

<PAGE>

    connection with investigating or defending against any such loss, claim,
    damage, liability or action.  RCM shall not be liable to a Fund or FDI for
    any action taken or omitted by such Fund or FDI in bad faith, with willful
    misfeasance with, gross negligence or in reckless disregarded by such Fund
    or FDI of its obligations and duties.  The indemnities in this Section
    shall, upon the same terms and conditions, extend to and inure to the
    benefit of each of the directors and officers of each of the Company, the
    Corporation, and FDI and any person controlling the Company, the
    Corporation or FDI within  the meaning of Section 15 of the 1933 Act or
    Section 20 of the 1934 Act.

    (d)  (i)  Promptly after an indemnified party (or, if such indemnified
    party is not a natural person, a responsible officer of such indemnified
    party) receives notice or otherwise becomes aware of the commencement of
    any action or other assertion of any losses, claims, damages or liabilities
    by any third party, such indemnified party shall, if a claim in respect
    thereof is to be made pursuant to this Section 6, notify the indemnitor of
    the same in writing (such notice, a "claim notice"); but the omission so to
    notify the indemnitor will not relieve the indemnitor from any liability
    that it may have to such indemnified party otherwise than under this
    Section 6.  The failure of an indemnified party to promptly send a claim
    notice shall not relieve the indemnitor from any liability except to the
    extent that the indemnitor shall have been prejudiced as a result of the
    failure or delay in giving such claim notice.  In the event that the
    indemnified party notifies the indemnitor in writing of its waiver of any
    right to indemnification pursuant to this Section 6 in respect of any
    losses, claims, damages or liabilities or portion thereof, the provisions
    of clause (ii) of this Section 6(d) shall not apply.

         (ii)  Promptly following receipt of a claim notice, the indemnitor,
    upon request of the indemnified party, shall retain counsel reasonably
    satisfactory to the indemnified party to represent the indemnified party
    and any others the indemnitor may designate in contesting such losses,
    claims, damages or liabilities and shall pay the reasonable fees and
    disbursements of such counsel related to such contest.  In any such
    contest, any indemnified party shall have the right to retain its own
    counsel, but the reasonable fees and expenses of such counsel shall be at
    the expense of such indemnified party unless (A) the indemnitor and the
    indemnified party shall have mutually agreed to the retention of such
    counsel or (B) the named parties to any such contest (including any
    impleaded parties) include both the indemnitor (or any other parties the
    indemnitor may designate) and the indemnified party and representation of
    all such parties by the same counsel would be inappropriate due to actual
    or potential differing interests between them. It is understood that the
    indemnitor shall not, in connection with any proceeding or related
    proceedings in the same jurisdiction, be liable for the reasonable fees and
    expenses of more than one separate firm for all such indemnified parties.
    The indemnitor may, at its option, at any time upon written notice to the
    indemnified party, assume the responsibility for contesting any losses,
    claims, damages or liabilities and may designate counsel reasonably
    satisfactory to the indemnified


                                      7

<PAGE>

    party in connection therewith, provided that the counsel so designated
    would have no actual or potential conflict of interest in connection with
    such representation.  Unless it shall assume the responsibility for
    contesting any losses, claims, damages or liabilities, the indemnitor shall
    not be liable for any settlement or compromise of such losses, claims,
    damages or liabilities or portion thereof, which settlement or compromise
    is effected without its written consent (which shall not be unreasonably
    withheld), but if settled or compromised with such consent or if there be a
    final judgment for the plaintiff asserting such losses, claims or
    liabilities, the indemnitor agrees to indemnify the indemnified party from
    and against any loss or liability by reason of such settlement, compromise
    or judgment.  If the indemnitor assumes responsibility for contesting any
    losses, claims, damages or liabilities, it shall be entitled to settle or
    compromise such losses, claims, damages or liabilities or portion thereof
    with the consent of the indemnified party (which shall not be unreasonably
    withheld) or, if such settlement or compromise provides for release of the
    indemnified party in connection with all matters relating to such losses,
    claims, damages or liabilities, or, with respect to the settlement or
    compromise of a portion of such losses, claims, damages or liabilities, all
    matters relating to such portion of such losses, claims, damages or
    liabilities, that have been asserted against the indemnified party by the
    other parties to such settlement or compromise, without the consent of the
    indemnified party.  In the event that any expense paid by the indemnitor
    pursuant to this Section 6(d) is subsequently determined to not be required
    to be borne by the indemnitor, the indemnified party that received such
    payment shall promptly refund the amount so paid to the indemnitor.  If the
    indemnitor assumes responsibility for contesting any losses, claims,
    damages or liabilities, the indemnitor shall keep the indemnified party
    apprised, on a current basis, of matters concerning such contest, including
    without limitation (i) providing the indemnified party with reasonable
    notice of and opportunity to be present in person and/or by counsel at
    proceedings or discussions of settlement or compromise; (ii) providing the
    indemnified party with copies of and opportunity to comment on filings,
    papers or settlement agreements proposed to be filed or served by or on
    behalf of the indemnitor; and (iii) providing the indemnified party with
    copies of filings, papers and proposed settlement agreements received by
    the indemnitor from or on behalf of persons asserting such losses, claims,
    damages or liabilities.

    (e)  If the indemnification provided for in Section 6(a), (b) or (c) shall
    for any reason be unavailable to or insufficient to hold harmless an
    indemnified party under Section 6(a), (b) or (c) in respect of any claim,
    demand, liability or expense, or any action in respect thereof, referred to
    therein, then each indemnifying party shall, in lieu of indemnifying such
    indemnified party, contribute to the amount paid or payable by such
    indemnified party as a result of such claim, demand, liability or expense,
    or action in respect thereof, (i) in such proportion as shall be
    appropriate to reflect the relative benefits received by such party; or
    (ii) if the allocation provided by clause (i) above is not permitted by
    applicable law, in such proportion as is appropriate to reflect not only
    the relative benefits referred to in clause (i)


                                      8

<PAGE>

    above but also the relative fault of each party with respect to the matters
    that give rise to such claim, demand, liability or expense, or action in
    respect thereof, as well as any other relevant equitable considerations.
    The parties agree that it would not be just and equitable if contributions
    pursuant to this Section 6(e) were to be determined by pro rata allocation
    or by any other method of allocation that does not take into account the
    equitable considerations referred to herein.  The amount paid or payable by
    an indemnified party as a result of the claim, demand, liability or
    expense, or action in respect thereof, referred to above in this Section
    6(e) shall be deemed to include, for purposes of this Section 6(e), any
    legal or other expenses reasonably incurred by such indemnified party in
    connection with investigating or defending any such action or claim.
    Notwithstanding the provisions of this Section 6(e), FDI shall not be
    required to contribute any amount in excess of (i) the total net
    underwriting discounts and commissions received by FDI with respect to the
    Shares sold under the Distribution Agreements and retained by FDI after
    payments to the Selling Broker Dealers; plus (ii) the amount of total
    "Excess Amount" compensation received by FDI with respect to Fee Letter
    Agreement as such term is defined in the Fee Letter Agreement. No person
    guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
    of the 1933 Act) shall be entitled to contribution from any person who was
    not guilty of such fraudulent misrepresentation.

    (f)  The obligation to indemnify and provide contribution pursuant to this
    Section 6 shall survive the termination of this Agreement.

    (g)  All notices to or consents by a Fund, the Company or the Corporation
    pursuant to this Section 6 shall be given to or made by the board of
    directors of the Company or the Corporation, as the case may be.

7.  RECORD RETENTION AND CONFIDENTIALITY.  FDI shall keep and maintain on
behalf of the Company and the Corporation all books and records which the
Company, the Corporation  and FDI are, or may be, required to keep and maintain
in connection with the services to be provided hereunder pursuant to any
applicable statutes, rules and regulations, including without limitation Rules
31a-1 and 31a-2 under the 1940 Act.  FDI further agrees that all such books and
records shall be the respective property of the Company and the Corporation and
FDI shall make such respective books and records available for inspection by the
Company, the Corporation, RCM, their independent accountants and agents and the
Securities and Exchange Commission at reasonable times and otherwise keep
confidential all books and records and other information relative to the Company
or the Corporation  and their shareholders; except when requested to divulge
such information by duly-constituted authorities or court process; provided,
however, that upon receiving notice to divulge any such information which is not
in the opinion of FDI or its counsel clearly required to be disclosed by the
1940 Act and the rules and regulations thereunder, FDI shall promptly provide
notice to the board of directors of the Company and/or the Corporation and shall
cooperate with the Company and/or the Corporation with their efforts, if any, to
contest the request to divulge such information.


                                      9

<PAGE>

8.  RIGHTS OF OWNERSHIP.  All computer programs and procedures developed by FDI
to perform the services to be provided by FDI under this Agreement are the
property of FDI.  All records and other data except such computer programs and
procedures are the exclusive property of the Company or the Corporation and all
such other records and data will be furnished to RCM, the Company and/or the
Corporation  in appropriate form as soon as practicable after termination of
this Agreement for any reason.

9.  RETURN OF RECORDS.  FDI may at its option at any time, and shall promptly
upon the demand of RCM, the Company and/or the Corporation, turn over to RCM,
the Company and/or the Corporation  and cease to retain FDI's files, records and
documents created and maintained by FDI pursuant to this Agreement which are no
longer needed by FDI in the performance of its services or for its legal
protection.  If not so turned over to RCM , the Company and/or the Corporation ,
such documents and records will be retained by FDI for six years from the year
of creation.  At the end of such six-year period, such records and documents
will be turned over to RCM, the Company and/or the Corporation  unless RCM , the
Company and/or the Corporation  authorizes in writing the destruction of such
records and documents.

10. REPRESENTATIONS OF RCM.  RCM represents and warrants that this Agreement
has been duly authorized by RCM and, when executed and delivered by RCM, will
constitute a legal, valid and binding obligation of RCM, enforceable against RCM
in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and
remedies of creditors and secured parties.


11. REPRESENTATIONS OF THE COMPANY.  The Company represents and warrants that
this Agreement has been duly authorized by the Company and, when executed and
delivered by the Company, will constitute a legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting the rights and remedies of creditors and secured
parties.

12. REPRESENTATIONS OF THE CORPORATION.  The Corporation represents and
warrants that this Agreement has been duly authorized by the Corporation and,
when executed and delivered by the Corporation, will constitute a legal, valid
and binding obligation of the Corporation, enforceable against the Corporation
in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and
remedies of creditors and secured parties.


13. REPRESENTATIONS OF FDI.  FDI represents and warrants that this Agreement
has been duly authorized by FDI and, when executed and delivered by the FDI,
will constitute a legal, valid and binding obligation of FDI, enforceable
against FDI in accordance with its


                                      10

<PAGE>

terms, subject to bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and remedies of creditors and
secured parties.

14. NOTICES.  Any notice provided hereunder shall be sufficiently given when
sent by registered or certified mail to RCM at the following address: RCM
Capital Management, 4 Embarcadero Center, San Francisco, CA  94111, Attention:
President with a copy to the General Counsel; to the Company at the following
address: 4 Embarcadero Center, San Francisco, CA  94111, Attention: President
with a copy to Secretary; to the Corporation at the following address: 4
Embarcadero Center, San Francisco, CA  94111, Attention: President with a copy
to Secretary; and to FDI at the following address: One Exchange Place, Tenth
Floor, Boston, MA 02109, Attention:  President with a copy to General Counsel,
or at such other address as either party may from time to time specify in
writing to the other party pursuant to this Section.

15. HEADINGS.  Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.

16. ASSIGNMENT.  This Agreement and the rights and duties hereunder shall not
be assignable by any of the parties hereto except by the specific written
consent of all parties hereto.  However, this Agreement shall be assignable from
RCM to RCM Capital Management, L.L.C., a Delaware limited liability company
without the prior written consent of the other parties hereto.

17. GOVERNING LAW.  This Agreement shall be governed by and provisions shall be
construed in accordance with the laws of The Commonwealth of Massachusetts.

18. CONDUCT OF BUSINESS.  All actions to be performed by FDI under the
Distribution Agreements and under this Agreement shall be conducted by RCM
Distributors, a division of Funds Distributors, Inc.

19. AMENDMENTS. This Agreement (except Schedule A which may be automatically
amended from time to time) may be amended only by a written instrument signed by
all parties hereto.


                                      11

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed all as of the day and year first above written.


                                       RCM CAPITAL MANAGEMENT

                                       By:  /S/ Michael J. Apatoff
                                            -------------------------------

                                       Name:  Michael J. Apatoff

                                       Title: Chief Operating Officer


                                       RCM EQUITY FUNDS, INC.

                                       By:  /S/ William L. Price
                                            -------------------------------

                                       Name:  William L. Price

                                       Title: President


                                       RCM CAPITAL FUNDS, INC.

                                       By:  /S/ William L. Price
                                            -------------------------------

                                       Name:  William L. Price

                                       Title: President


                                       FUNDS DISTRIBUTOR, INC.

                                       By:  /S/ Marie E. Connolly
                                            -------------------------------

                                       Name:  Marie E. Connolly

                                       Title: President and Chief Executive
                                              Officer


                                      12

<PAGE>


                                      SCHEDULE A
                                   TO THE AGREEMENT
                                       BETWEEN
                               RCM CAPITAL MANAGEMENT;
                               RCM EQUITY FUNDS, INC.:
                               RCM CAPITAL FUNDS, INC.
                                         AND
                               FUNDS DISTRIBUTOR, INC.



    RCM EQUITY FUNDS, INC.
    ----------------------

     RCM Global Technology Fund

    RCM CAPITAL FUNDS, INC.
    -----------------------

    RCM Small Cap Fund
    RCM Growth Equity Fund
    RCM International Growth Equity Fund A


                                       RCM CAPITAL MANAGEMENT

                                       By:  /S/ Michael J. Apatoff
                                            -------------------------------

                                       Name:  Michael J. Apatoff

                                       Title:    Chief Operating Officer


                                       RCM EQUITY FUNDS, INC.

                                       By:  /S/ William L. Price
                                            -------------------------------

                                       Name:  William L. Price

                                       Title:     President


                                      13

<PAGE>


                                       RCM CAPITAL FUNDS, INC.

                                       By:  /S/ William L. Price
                                            --------------------

                                       Name:  William L. Price

                                       Title:     President


                                       FUNDS DISTRIBUTOR, INC.

                                       By:  /S/ Marie E. Connolly
                                            ---------------------

                                       Name:  Marie E. Connolly

                                       Title:    President and Chief Executive
                                                 Officer


                                      14

<PAGE>

                                                 Dated:  June 13, 1996



                                      SCHEDULE B

                               None as of June 13, 1996


                                      15


<PAGE>



                                DISTRIBUTION AGREEMENT

                                RCM EQUITY FUNDS, INC.
                                    4 EMBARCADERO
                                      28TH FLOOR
                               SAN FRANCISCO, CA  94111


                                                                 June 13, 1996



Funds Distributor, Inc.
One Exchange Place
Tenth Floor
Boston, Massachusetts   02109

Dear Sirs:

    This is to confirm that, in consideration of the agreements hereinafter
contained, the above-named investment company (the "Fund") has agreed that you
shall be, for the period of this agreement, the distributor of (a) shares of
each Series of the Fund set forth on Exhibit A hereto, as such Exhibit may be
revised from time to time (each, a "Series") or (b) if no Series are set forth
on such Exhibit, shares of the Fund.  For purposes of this agreement the term
"Shares" shall mean the authorized shares of the relevant Series, if any, and
otherwise shall mean the Fund's authorized shares.

    1.   Services as Distributor

    1.1  You will act as agent for the distribution of Shares covered by, and
in accordance with, the registration statement and prospectus then in effect
under the Securities Act of 1933, as amended, and will transmit promptly any
orders received by you for purchase or redemption of Shares to the Transfer and
Dividend Disbursing Agent for the Fund of which the Fund has notified you in
writing.

    1.2  You agree to use your best efforts to solicit orders for the sale of
Shares.  It is contemplated that you may enter into sales or servicing
agreements with securities dealers, financial institutions and other industry
professionals, such as investment advisers, accountants and estate planning
firms, and in so doing you will act only on your own behalf as principal.

    1.3  You shall act as distributor of Shares in compliance with all
applicable laws, rules and regulations, including, without limitations the
Investment Company Act of 1940, as amended, the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended and the National
Association of Securities Dealers, Inc.'s (the "NASD") Rules of Fair Practice,
Constitution and By-Laws.  You represent and warrant that you are a
broker-dealer registered with the Securities and Exchange Commission and that
you are registered with the relevant securities regulatory agencies in all fifty
states, the District of Columbia and Puerto Rico.  You also represent and
warrant that you are a member of the NASD.


                                          1

<PAGE>

    1.4  You shall file Fund advertisements, sales literature and other
marketing and sales related materials with the appropriate regulatory agencies
and shall obtain such approvals for their use as may be required by the
Securities and Exchange Commission, the National Association of Securities
Dealers, Inc., and/or state securities administrators.

    1.5  Whenever in their judgment such action is warranted by unusual market,
economic or political conditions, or by abnormal circumstances of any kind
deemed by the parties hereto to render sales of a Fund's Shares not in the best
interest of the Fund, the parties hereto may decline to accept any orders for,
or make any sales of, any Shares until such time as those parties deem it
advisable to accept such orders and to make such sales and each party shall
advise promptly the other party of  any such determination.

    1.6  The Fund agrees to pay all costs and expenses in connection with the
registration of Shares under the Securities Act of 1933, as amended, and all
expenses in connection with maintaining facilities for the issue and transfer of
Shares and for supplying information, prices and other data to be furnished by
the Fund hereunder, and all expenses in connection with the preparation and
printing of the Fund's prospectuses and statements of additional information for
regulatory purposes and for distribution to shareholders; provided however, that
the Fund shall not pay any of the costs of advertising or promotion for the sale
of Shares.

    1.7  The Fund agrees to execute any and all documents and to furnish any
and all information and otherwise to take all actions which may be reasonably
necessary in the discretion of the Fund's officers in connection with the
qualification of Shares for sale in such states as you may designate to the Fund
and the Fund may approve, and the Fund agrees to pay all expenses which may be
incurred in connection with such qualification.  You shall pay all expenses
connected with your own qualification as a dealer under state or Federal laws
and, except as otherwise specifically provided in this agreement, all other
expenses incurred by you in connection with the sale of Shares as contemplated
in this agreement.

    1.8  The Fund shall furnish you from time to time, for use in connection
with the sale of Shares, such information with respect to the Fund or any
relevant Series and the Shares as you may reasonably request, all of which shall
be signed by one or more of the Fund's duly authorized officers; and the Fund
warrants that the statements contained in any such information, when so signed
by the Fund's officers, shall be true and correct.  The Fund also shall furnish
you upon request with:  (a) semi-annual reports and annual audited reports of
the Fund's books and accounts made by independent public accountants regularly
retained by the Fund, (b) quarterly earnings statements prepared by the Fund,
(c) a monthly itemized list of the securities in the Fund's or, if applicable,
each Series' portfolio, (d) monthly balance sheets as soon as practicable after
the end of each month, and (e) from time to time such additional information
regarding the Fund's financial condition as you may reasonably request.

    1.9  The Fund represents to you that all registration statements and
prospectuses filed by the Fund with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and under the Investment Company Act of
1940, as amended, with respect to the Shares have been carefully prepared in
conformity with the requirements of said Acts and rules and regulations of the
Securities and Exchange Commission thereunder.  As used in this agreement the
terms "registration statement" and "prospectus" shall mean any registration
statement and prospectus, including the statement of additional information
incorporated by reference therein, filed with the Securities and Exchange
Commission and any amendments and


                                          2

<PAGE>

supplements thereto which at any time shall have been filed with said
Commission.  The Fund represents and warrants to you that any registration
statement and prospectus, when such registration statement becomes effective,
will contain all statements required to be stated therein in conformity with
said Acts and the rules and regulations of said Commission; that all statements
of fact contained in any such registration statement and prospectus will be true
and correct when such registration statement becomes effective; and that neither
any registration statement nor any prospectus when such registration statement
becomes effective will include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading.  The Fund may, but shall not be obligated to,
propose from time to time such amendment or amendments to any registration
statement and such supplement or supplements to any prospectus as, in the light
of future developments, may, in the opinion of the Fund's counsel, be necessary
or advisable.  If the Fund shall not propose such amendment or amendments and/or
supplement or supplements within fifteen days after receipt by the Fund of a
written request from you to do so, you may, at your option, terminate this
agreement or decline to make offers of the Fund's securities until such
amendments are made.  The Fund shall not file any amendment to any registration
statement or supplement to any prospectus without giving you reasonable notice
thereof in advance; provided, however, that nothing contained in this agreement
shall in any way limit the Fund's right to file at any time such amendments to
any registration statement and/or supplements to any prospectus, of whatever
character, as the Fund may deem advisable, such right being in all respects
absolute and unconditional.

    1.10 The Fund authorizes you and any dealers with whom you have entered
into dealer agreements to use any prospectus in the form furnished by the Fund
in connection with the sale of Shares.  The Fund agrees to indemnify, defend and
hold you, your several officers and directors, and any person who controls you
within the meaning of Section 15 of the Securities Act of 1933, as amended, free
and harmless from and against any and all claims, demands, liabilities and
expenses (including the reasonable cost of investigating or defending such
claims, demands or liabilities and any reasonable counsel fees incurred in
connection therewith) which you, your officers and directors, or any such
controlling persons, may incur under the Securities Act of 1933, as amended,
the Investment Company Act of 1940, as amended, or common law or otherwise,
arising out of or on the basis of any untrue statement, or alleged untrue
statement, of a material fact required to be stated in either any registration
statement or any prospectus or any statement of additional information, or
arising out of or based upon any omission, or alleged omission, to state a
material fact required to be stated in any registration statement, any
prospectus or any statement of additional information or necessary to make the
statements in any of them not misleading, except that the Fund's agreement to
indemnify you, your officers or directors, and any such controlling person will
not be deemed to cover any such claim, demand, liability or expense to the
extent that it arises out of or is based upon any such untrue statement, alleged
untrue statement, omission or alleged omission made in any registration
statement, any prospectus or any statement of additional information in reliance
upon information furnished by you, your officers, directors or any such
controlling person to the Fund or its representatives for use in the preparation
thereof, and except that the Fund's agreement to indemnify you and the Fund's
representations and warranties set out in paragraph 1.9 of this Agreement will
not be deemed to cover any liability to the Funds or their shareholders to which
you would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of your duties, or by reason of your
reckless disregard of your obligations and duties under this Agreement
("Disqualifying Conduct").  The Fund's agreement to indemnify you, your officers
and directors, and any such controlling person, as aforesaid, is expressly
conditioned upon the Fund's being notified of any action brought against you,
your officers or directors, or any such


                                          3

<PAGE>

controlling person, such notification to be given by letter, by facsimile or by
telegram addressed to the Fund at its address set forth above within a
reasonable period of time after the summons or other first legal process shall
have been served.  The failure so to notify the Fund of any such action shall
not relieve the Fund from any liability which the Fund may have to the person
against whom such action is brought by reason of any such untrue, or alleged
untrue, statement or omission, or alleged omission, otherwise than on account of
the Fund's indemnity agreement contained in this paragraph 1.10.  The Fund will
be entitled to assume the defense of any suit brought to enforce any such claim,
demand or liability, but, in such case, such defense shall be conducted by
counsel of good standing chosen by the Fund and approved by you.  In the event
the Fund elects to assume the defense of any such suit and retain counsel of
good standing approved by you, the defendant or defendants in such suit shall
bear the fees and expenses of any additional counsel retained by any of them;
but in case the Fund does not elect to assume the defense of any such suit, the
Fund will reimburse you, your officers and directors, or the controlling person
or persons named as defendant or defendants in such suit, for the reasonable
fees and expenses of any counsel retained by you or them.  The Fund's
indemnification agreement contained in this paragraph 1.10 and the Fund's
representations and warranties in this Agreement shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
you, your officers and directors, or any controlling person, and shall survive
the delivery of any Shares.  This agreement of indemnity will inure exclusively
to your benefit, to the benefit of your several officers and directors, and
their respective estates, and to the benefit of any controlling persons and
their successors.  The Fund agrees promptly to notify you of the commencement of
any litigation or proceedings against the Fund or any of its officers or Board
members in connection with the issue and sale of Shares.

    1.11 You agree to indemnify, defend and hold the Fund, its several officers
and Board members, and any person who controls the Fund within the meaning of
Section 15 of the Securities Act of 1933, as amended, free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
reasonable cost of investigating or defending such claims, demands or
liabilities and any reasonable counsel fees incurred in connection therewith)
which the Fund, its officers or Board members, or any such controlling person,
may incur under the Securities Act of 1933, as amended, the Investment Company
Act of 1940, as amended, or under common law or otherwise, but only to the
extent that such liability or expense incurred by the Fund, its officers or
Board members, or such controlling person resulting from such claims or demands,
(a) shall arise out of or be based upon any unauthorized sales literature,
advertisements, information, statements or representations or any Disqualifying
Conduct in connection with the offering and sale of any Shares, or (b) shall
arise out of or be based upon any untrue, or alleged untrue, statement of a
material fact contained in information furnished in writing by you to the Fund
specifically for use in the Fund's registration statement and used in the
answers to any of the items of the registration statement or in the
corresponding statements made in the prospectus or statement of additional
information, or shall arise out of or be based upon any omission, or alleged
omission, to state a material fact in connection with such information furnished
in writing by you to the Fund and required to be stated in such answers or
necessary to make such information not misleading.  Your agreement to indemnify
the Fund, its officers and Board members, and any such controlling person, as
aforesaid, is expressly conditioned upon your being notified of any action
brought against the Fund, its officers or Board members, or any such controlling
person, such notification to be given by letter, by facsimile or by telegram
addressed to you at your address set forth above within a reasonable period of
time after the summons or other first legal process shall have been served.  You
shall have the right to control the defense of such action, with counsel of your
own choosing, satisfactory to the Fund, if such action is based solely upon such
alleged


                                          4

<PAGE>

misstatement or omission on your part, and in any other event the Fund, its
officers or Board members, or such controlling person shall each have the right
to participate in the defense or preparation of the defense of any such action.
The failure so to notify you of any such action shall not relieve you from any
liability which you may have to the Fund, its officers or Board members, or to
such controlling person by reason of any such untrue, or alleged untrue,
statement or omission, or alleged omission, otherwise than on account of your
indemnity agreement contained in this paragraph 1.11.  This agreement of
indemnity will inure exclusively to the Fund's benefit, to the benefit of the
Fund's officers and Board members, and their respective estates, and to the
benefit of any controlling persons and their successors.  You agree promptly to
notify the Fund of the commencement of any litigation or proceedings against you
or any of your officers or directors in connection with the issue and sale of
Shares.

    1.12 No Shares shall be offered by either you or the Fund under any of the
provisions of this agreement and no orders for the purchase or sale of such
Shares hereunder shall be accepted by the Fund if and so long as the
effectiveness of the registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the
Securities Act of 1933, as amended, or if and so long as a current prospectus as
required by Section 10 of said Act, as amended, is not on file with the
Securities and Exchange Commission; provided, however, that nothing contained in
this paragraph 1.12 shall in any way restrict or have an application to or
bearing upon the Fund's obligation to repurchase any Shares from any shareholder
in accordance with the provisions of the Fund's prospectus or charter documents.

    1.13 The Fund agrees to advise you immediately in writing:

         (a)  of any request by the Securities and Exchange Commission for
    amendments to the registration statement or prospectus then in effect or
    for additional information;

         (b)  in the event of the issuance by the Securities and Exchange
    Commission of any stop order suspending the effectiveness of the
    registration statement or prospectus then in effect or the initiation of
    any proceeding for that purpose;

         (c)  of the happening of any event which makes untrue any statement of
    a material fact made in the registration statement or prospectus then in
    effect or which requires the making of a change in such registration
    statement or prospectus in order to make the statements therein not
    misleading; and

         (d)  of all actions of the Securities and Exchange Commission with
    respect to any amendments to any registration statement or prospectus which
    may from time to time be filed with the Securities and Exchange Commission.

    2.   Offering Price

    Shares of any class of the Fund offered for sale by you shall be offered at
a price per share (the "offering price") approximately equal to (a) the net
asset value (determined in the manner set forth in the Fund's charter documents)
plus (b) a sales charge, if any and except to those persons set forth in the
then-current prospectus, which shall be the percentage of the offering price of
such Shares as set forth in the Fund's then-current prospectus.  The offering
price, if not an exact multiple of one cent, shall be adjusted to the nearest
cent.  In addition, Shares of any class of the Fund offered for sale by you may
be subject to a contingent deferred sales charge as set forth in


                                          5

<PAGE>

the Fund's then-current prospectus.  You shall be entitled to receive any sales
charge or contingent deferred sales charge in respect of the Shares.  Any
payments to dealers shall be governed by a separate agreement between you and
such dealer and the Fund's then-current prospectus.

    3.   Term

    This Agreement shall become effective with respect to the Fund as of the
date hereof and will continue for an initial two-year term and will continue
thereafter so long as such continuance is specifically approved at least
annually (i) by the Fund's Board or (ii) by a vote of a majority of the Shares
of the Fund or the relevant Series, as the case may be, provided that in either
event its continuance also is approved by a majority of the Board members who
are not "interested persons" of any party to this Agreement, by vote cast in
person at a meeting called for the purpose of voting on such approval.  This
agreement is terminable with respect to a Fund, without penalty, on not less
than sixty days' notice, by the Fund's Board of Directors, by vote of a majority
of the outstanding voting securities of such Fund, or by you.  This Agreement
will automatically and immediately terminate in the event of its "assignment."
(As used in this Agreement, the terms "majority of the outstanding voting
securities," "interested person" and "assignment" shall have the same meanings
as such terms have in the Investment Company Act of 1940).  You agree to notify
the Fund immediately upon the event of your expulsion or suspension by the NASD.
This Agreement will automatically and immediately terminate in the event of your
expulsion or suspension by the NASD.

    4.   Miscellaneous

    4.1  The Fund recognizes that, except to the extent otherwise agreed to by
the parties hereto, your directors, officers and employees may from time to time
serve as directors, trustees, officers and employees of corporations and
business trusts (including other investment companies), and that you or your
affiliates may enter into distribution or other agreements with such other
corporations and trusts.

    4.2  No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which an enforcement of the change, waiver, discharge or termination is
sought.

    4.3  This Agreement shall be governed by the internal laws of the
Commonwealth of Massachusetts without giving effect to principles of conflicts
of laws.

    4.4  If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule, or otherwise, the remainder of this Agreement
shall not be affected thereby.  This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.


                                          6

<PAGE>

     Please confirm that the foregoing is in accordance with your understanding
and indicate your acceptance hereof by signing below, whereupon it shall become
a binding agreement between us.

                                                     Very truly yours,

                                                     RCM EQUITY FUNDS, INC.


                                                     By:  /s/ William L. Price
                                                          --------------------
                                                          Name:  Willam L. Price
                                                          Title: President


Accepted:

FUNDS DISTRIBUTOR, INC.


By:  /s/ Marie E. Connolly
     -----------------------------
Name:  Marie E. Connolly
Title: President and Chief Executive Officer


                                          7

<PAGE>

                                      EXHIBIT A
                                   Series of Funds
                                   ---------------

                                RCM EQUITY FUNDS, INC.



                              RCM Global Technology Fund




                                          8


<PAGE>

                                                                   June 13, 1996



RCM Capital Funds, Inc.
RCM Equity Funds, Inc.
RCM Capital Management

          Re:  Fee Letter Agreement

Gentlemen:
This letter constitutes our agreement with respect to compensation to be paid to
Funds Distributor, Inc. ("FDI"), under the terms of an Agreement dated as of
June 13, 1996 by and among RCM Capital Management, a California limited
partnership ("RCM"), RCM Equity Funds, Inc. (the "Company"), RCM Capital Funds,
Inc. (the "Corporation") and FDI (the "Agreement"). All terms used herein shall
have the same meanings as set forth in the Agreement.

For the services provided by FDI under the Agreement, each of the Companies will
cause each of its Funds to  pay a monthly fee (the "Fee") to FDI calculated as
follows:

  [Qualifying Costs (as hereinafter defined)]
     plus [Qualifying Expenses with respect to such Fund (as hereinafter
          defined)]
     plus [Excess Amount with respect to such Fund (as hereinafter defined)]
     less [Qualifying Receipts with respect to such Fund (as hereinafter
          defined)]
     less [Qualifying Expense Advances with respect to such Fund (as hereinafter
          defined)]

Within five business days following the end of each calendar month, RCM shall,
in accordance with the Procedures (as hereinafter defined), deliver to the
Corporation and the Company  a statement setting forth its calculation of the
Fee for such preceding month with respect to each Fund.  Within five business
days following receipt of RCM's  statement and except as to any amount disputed
in good faith by the Company or the Corporation, each of the Companies shall pay
to FDI the Fee due for such preceding month with respect to each of its Funds.

FDI shall pay Qualifying Costs and Qualifying Expenses as and when they become
due.  From time to time as and when requested by FDI, the Company and the
Corporation  shall advance funds against Qualifying Expenses that FDI will need
to pay during the applicable calendar month ("Qualifying Expense Advances"),
provided FDI furnishes evidence satisfactory to the Company and the Corporation
that the Qualifying Expense Advance will be applied against such Qualifying
Expenses for that month.  FDI shall not use monies received as a Qualifying
Expense Advance in a particular month with respect to a Fund for purposes other
than directly paying Qualifying Expenses of such Fund occurring during such
month.  Unless otherwise agreed to in writing by the Company or the Corporation,
as the case may be, FDI shall immediately pay to the Company or the Corporation,
as the

<PAGE>

case may be, the amount of any Qualifying Expense Advance that is not paid for
Qualifying Expenses within thirty days of receipt of such amount by FDI.
Neither the Company nor the Corporation shall be required to pay any Qualifying
Expense Advances to FDI during any such month with respect to a Fund to the
extent that Qualifying Receipts with respect to such Fund equal or exceed
Qualifying Expenses during such month with respect to such Fund.

If the sum of Qualifying Expense Advances and Qualifying Receipts for any
calendar month with respect to a Fund exceed the sum of Qualifying Costs,
Qualifying Expenses and the Excess Amount for such month with respect to such
Fund,  FDI shall pay the Company or the Corporation, as the case may be, the
amount of such excess within fifteen business days after the end of such month,
unless otherwise agreed to in writing by the Company or the Corporation, as the
case may be.

In connection with FDI's services and duties required under this Fee Letter
Agreement and the Agreement, FDI, RCM and the Companies agree to comply with the
procedures set forth in Attachment 1 hereto (the "Procedures").  Attachment 1
may be amended from time to time by mutual agreement of FDI, RCM and the
Companies.

The allocation of each Fund's monthly share of the Excess Amount, Qualifying
Costs, Qualifying Expenses, Qualifying Expense Advances and Qualifying Receipts
shall be calculated by RCM based on information supplied by FDI (in accordance
with the Procedures) and shall be sent in an invoice to the Company and/or the
Corporation so that each Fund may pay its monthly fee to FDI.

For purposes this Fee Letter Agreement, the following terms shall have the
meaning indicated:

"EXCESS AMOUNT" means: (a) a monthly fee of $8,334 for the Corporation; plus (b)
the greater of a monthly fee of $6,250 or a fee calculated daily and paid
monthly at an annual rate equal of 0.02 of 1% of the combined average daily net
assets of the Company and the average daily net retail assets of the Corporation
(as used herein "retail assets" of the Corporation shall mean Shares of the
Funds offered by the Corporation that are held by investors that are not
institutional, high net worth, or other clients of RCM) up to $1 billion; plus
0.015 of 1% of the combined average daily net assets of the Company and the
average daily net retail assets of the Corporation in excess of $1 billion up to
$2.5 billion; plus 0.01 of 1% of the combined average daily net assets of the
Company and the average daily retail net assets of the Corporation in excess of
$2.5 billion up to $5 billion; plus 0.005 of 1% of the combined average daily
net assets of the Company and the average daily net retail assets of the
Corporation in excess of $5 billion.  For any calendar month in which the
Agreement is not in effect for the full month, this amount shall be prorated.
The portion of the Excess Amount described under (a) above for each month shall
be allocated among the Corporation's Funds in proportion to the average daily
net assets of each Fund of the Corporation for such month.  The portion of the
Excess Amount described under (b) above for each month shall be allocated among
the Funds in proportion to the average daily net assets of the Company and the
average daily net retail assets of the Corporation for such month.

<PAGE>

"QUALIFYING COSTS" means any of those costs set forth on Attachment 2 hereto, to
the extent such costs were undertaken and billed in accordance with the
Procedures and to the extent such costs do not exceed the limits set forth in
the Procedures.  Qualifying Costs reasonably attributable to the operations of a
Fund for a month shall be allocated to such Fund, and all other Qualifying Costs
shall be allocated among the Funds in proportion to the average daily net assets
of the Company and the average daily net retail assets of the Corporation for
such month.  Attachment 2 may be amended from time to time by mutual agreement
of RCM, the Companies and FDI. The Companies and RCM acknowledge and agree that
the costs set forth in Attachment 2 are intended to represent FDI's reasonable
costs of providing the services and duties required of it under the Agreement,
and that to the extent such services and duties materially change from time to
time and/or to the extent such costs materially change, RCM, the Companies and
FDI shall in good faith negotiate written amendments to Attachment 2 that
reasonably reflect such circumstance.

"QUALIFYING EXPENSES" with respect to a Fund means any payment by FDI for sales,
marketing, telemarketing and fulfillment services and payments to a third party,
made or required to be made during the applicable calendar month, to the extent
such payment has been identified in writing by the Company or the Corporation,
as the case may be, in accordance with the Procedures as a Qualifying Expense
with respect to such Fund.  FDI will only pay for Qualifying Expenses that have
been preapproved by RCM for reimbursement to the Company and/or the Corporation
in accordance with the Procedures.

"QUALIFYING RECEIPTS" with respect to a Fund means any payment during the
applicable calendar month by such Fund to FDI which has been identified in
writing by the Company or the Corporation, as the case may be, in accordance
with the Procedures as a Qualifying Receipt.

<PAGE>

If the foregoing accurately sets forth our agreement and you intend to be
legally bound thereby, please execute a copy of this letter and return it to us.

                    Very truly yours,

                    FUNDS DISTRIBUTOR, INC.


                      By:  /s/ Marie E. Connlloy
                           -----------------------
                      Name:  Marie E. Connlly
                      Title:  President and Chief Executive Officer


Accepted By:

RCM CAPITAL MANAGEMENT

By:  /s/ Michael J. Apatoff
     ------------------------------
Name:  Michael J. Apatoff
Title:    Chief Operating Officer


RCM CAPITAL FUNDS, INC.

By:  /s/ William L. Price
     ------------------------------
Name: William L. Price
Title:   President


RCM EQUITY FUNDS, INC.

By:  /s/ William L. Price
     ------------------------------
Name:  William L. Price
Title:     President


<PAGE>

                                  Attachment 1
                                   PROCEDURES















<PAGE>

                          Funds Distributor, Inc. /RCM
                              Financial Procedures


   I.     SUMMARY

   The following procedures identify the process agreed to by Funds
   Distributor, Inc. (FDI) and the "Companies", as defined in the agreement
   between FDI and RCM Capital Management, RCM Capital Funds, Inc., RCM Equity
   Funds, Inc. for the presentment, approval and payment of all amounts due to
   FDI for services as outlined in the Fee Letter Agreement.

   II.    MONTHLY INVOICE PROCESS

          1.)  FDI will provide to RCM an invoice detailing amounts due to FDI
               in a form consistent with the attached example.  This invoice
               will be delivered to RCM via facsimile machine and mail on the
               third business day after the end of the applicable month.

          2.)  RCM will review and deliver to the Corporation and the Company a
               statement setting forth its calculation of the fee within 5
               business days following the end of the month.  The fee owed will
               be calculated on a per fund basis.

          3.)  The Companies will remit to FDI within 5 days of receipt of RCM's
               statement.  Payments due by wire transfer to FDI:

                    Bank Name:  Boston Safe Deposit and Trust
                    ABA No.:  011001234
                    Account No.:  162272
                    Attention:  Funds Distributor, Inc. Attn:  Paul Prescott
                                RCM Distribution Fees

          4.)  RCM will repay the Companies within one business day after
               delivery of satisfactory evidence of such obligations consistent
               with paragraph 3(d) of the agreement between FDI, RCM and the
               Companies.

      III.     QUALIFYING EXPENSES

     Qualifying expenses as defined in the "Agreement" include Telemarketing,
   Fulfillment, Marketing, Sales and Third Party Payments.  Reimbursement for
   these expenditures are based on a pre-approval process for a contract or
   budget for certain types of expenditures as shown in the Qualified Expense
   Approval Form.

          1.)  Determine the amount of required expenditure, contract or budget
               for specific initiatives.

<PAGE>

          2.)  Complete qualified expense approval form for planned
               expenditures.

          3.)  Submit form to FDI/RCM for approval.

          4.)  As invoices/payment requests for approved expenditures are
               received by FDI invoices will be paid and subsequently disclosed
               to RCM through the invoicing process.

          5.)  In cases where a qualified expense advance is required, FDI will
               follow step VI as shown in these procedures.

      IV.      QUALIFYING COSTS

          1.)  As FDI hires new San Francisco based employees to support RCM, a
               budget must be done, or updated to show the anticipated total
               costs for the employee (see Budget Qualified Cost Form).

          2.)  All budgets and budget updates must be reviewed and approved by
               both FDI and RCM.

          3.)  Qualifying costs will be included in the monthly invoice process,
               as described in  step II of these procedures.

          4.)  As long as costs billed are conforming to the budgeted amounts,
               payment to FDI cannot be reasonably withheld.

          5.)  Upon request, FDI will provide additional support for
               miscellaneous expenses such as postage, supplies and other
               administrative expenses not specifically budgeted for.

      V.  QUALIFYING RECEIPTS

          1.)  During the course of any month FDI may receive payments from the
               Funds, RCM or a third party which are deemed as qualified
               receipts.  These payments will be used to offset expenditures
               made by FDI in performance of the services described in the
               agreement.

          2.)  Using the attached Qualifying Receipts Form, RCM must identify
               the receipts by FDI as qualifying receipts to be used to pay for
               services provided.  Without this notification/approval from RCM,
               FDI will not consider receipts as a qualifying receipts.

          3.)  Qualifying receipts will be used in the month received to pay for
               services being rendered and will be shown as part of the monthly
               invoice presented to RCM.

<PAGE>

      VI.      QUALIFYING EXPENSE ADVANCES

          1.)  During the course of any month FDI may be required to pay certain
               qualifying expenses to include marketing, sales, telemarketing,
               fulfillment and third party payments.  To the extent that
               required qualifying expenses exceed qualifying receipts received
               in the current month, FDI may request an advance payment to be
               used to satisfy the qualified expense requirement.

          2.)  FDI will provide to RCM a detailed listing of the proposed
               qualified expenses for which it is seeking an advance.

          3.)  FDI will adjust the qualified expense total for any qualified
               receipts received in the current month.

          4.)  Qualified expense advances, if approved by RCM, will be provided
               to FDI within two days of receipt of the request.

          5.)  FDI will process payments to the identified parties in the
               qualified expense request within 24 hours of the receipt of cash
               from the Companies.  Payments to FDI as part of the qualified
               expense advance should be sent to:

                    Bank Name:  Boston Safe Deposit and Trust
                    ABA No.:  011001234
                    Account No.:  162272
                    Attention:  Funds Distributor, Inc., Attn:  Paul Prescott
                                Qualified Expense Advance

      VII.     BOARD REPORTING

RCM will allocate to each fund its proportionate share of Qualifying Costs,
Qualifying Expenses, Excess Amount Qualifying Receipts and Qualifying Expense
Advances.  RCM and FDI will report to the Board of the Company and the
Corporation on a quarterly basis` expenses paid by each fund and reimbursed by
RCM under the Fee Letter Agreement for their ratification.

<PAGE>

                                    INVOICE



RCM
Address
City, State, Zip
ATTENTION:

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

DESCRIPTION OF SERVICES RENDERED:

For services rendered to RCM as outlined and defined in the Fee Letter Agreement
dated: ___________ and the Distribution Agreement dated: ___________.

  I.    Excess Amount:      (A)  Monthly Fee Corporation             $8,334
                            (B)  Retail Asset Based Fee for the
                                 Quarter of $6,250 or                 6,250
                                 The Calculated/Asset Based Fee   _________

                            Total Excess Amount                     $14,584

  II.   Qualifying Costs:

        [Detail]

                            Total Qualifying Costs                _________

  III.  Qualifying Expenses:
             Sales
             Marketing
             Telemarketing
             Fulfillment
             Third Party Payments
                Total Qualifying Expenses              _________
  Total Gross Payments Required                        _________
  Less Qualifying Receipts Received                    (________)
  Qualifying Expense Advance Received                  (________)
  Net Payment due to FDI (owed) to RCM                 $_________

If you have any questions regarding this invoice, please contact Paul Prescott
at (617)248-6314.

<PAGE>



                           FUNDS DISTRIBUTOR, INC./RCM
                             QUALIFYING EXPENSE FORM


For the period ending:

QUALIFYING EXPENSES

CATEGORIES

     MARKETING: (Examples of expenditures)

          - Materials
          - Prospectus
          - Image Work
          - NASD Filing Fees
          - Graphics & Design
                                        Sub Total  $__________
     SALES:

          - Promotions
          - Sales Meetings
                                         Sub Total  $__________
     TELEMARKETING:

          - Vendor Contracts
          - 1-800 Lines (where applicable)
          - Client Specific Systems Enhancements
                                        Sub Total  $__________
     FULFILLMENT EXPENSES:

          - Postage
          - Kit Assembly
                                        Sub Total  $__________
     THIRD PARTY PAYMENTS:

          - Shareholder Servicing Fees
          - 12b-1 Fees
                                        Sub Total  $__________

     Funds Distributor, Inc.
     Prepared by: _________________________   Date: ______________


<PAGE>

                           FUNDS DISTRIBUTOR, INC./RCM
                          QUALIFYING RECEIPTS APPROVAL


For The Period: ___________     Date:___________

Qualifying Receipts:

DATE RECEIVED $AMOUNTS RECEIVED  SOURCE

























________________________________ Date:__________
Funds Distributor, Inc.
Acknowledgment of Qualified Receipt

________________________________ Date:__________
RCM
Acknowledgment of Qualified Receipt

<PAGE>

                           FUNDS DISTRIBUTOR, INC./RCM
                       QUALIFYING EXPENSE ADVANCE REQUEST


Date:___________

QUALIFYING EXPENSES:  The amounts identified below represent expenditures FDI
                      will make on behalf of RCM/the Companies.  Upon receipt of
                      advance, FDI will process these payments.

CATEGORIES

     MARKETING:

     [Detail]

                                        Sub Total  $__________
     SALES:

     [Detail]

                                         Sub Total  $__________
     TELEMARKETING:

     [Detail]

                                        Sub Total  $__________
     FULFILLMENT EXPENSES:

     [Detail]

                                        Sub Total  $__________
     THIRD PARTY PAYMENTS:

     [Detail]

                                        Sub Total  $__________


________________________________    Date:__________
Funds Distributor, Inc.
Acknowledgment of Qualified Expense Advance

________________________________ Date:__________
RCM
Acknowledgment of Qualified Expense Advance

<PAGE>


                           FUNDS DISTRIBUTOR, INC./RCM
                             QUALIFYING COSTS BUDGET


CATEGORY OF COSTS                       $AMOUNTS
- -----------------                       --------
Salary
Benefits
Incentives
Travel and Entertainment
Conferences
Training
Occupancy
Equipment
Telephone
Registered Representative Costs
Miscellaneous and Office Administration
Total Annual Cost                       $_____________


Approved By:

________________________________    Date:__________
Funds Distributor, Inc.

________________________________    Date:__________
RCM

<PAGE>

                           FUNDS DISTRIBUTOR, INC./RCM
                           QUALIFYING EXPENSE APPROVAL


CATEGORY OF EXPENSE: (Please Check One) APPROVAL REQUIRED: (Please Check One)
- -------------------                     -----------------
_  Marketing                            _  Budgeted
_  Sales                                _  Annual Contract
_  Telemarketing
_  Fulfillment
_  Third Party Payments


   1.)       Description of Expenditure



   2.)       Estimated/Actual Cost



   3.)       Time Period Covered



   4.)       Note attachments if any which further describes the
             requirement (s):    _ Yes   _ No



   ________________________________ Date:__________
   Submitted By


Approved By:

________________________________    Date:__________
Funds Distributor, Inc.

________________________________    Date:__________
                                         RCM

<PAGE>

                                        1

                         SIGNATURE/OVERSIGHT PROCEDURES

                  EXECUTION OF NEW SELLING AGREEMENT PROCEDURES


The following procedures will apply to the execution of all new selling
agreements entered into between Funds Distributor, Inc. ("Funds Distributor")
and new selling agents as determined by Registered Representatives.

Prior to the execution of any selling agreement by an officer of Funds
Distributor, the following will occur:

     -    The Registered Representative will forward to Funds Distributor's
          legal department a completed Selling Agent Request Form (copy attached
          hereto) which contains a manually executed signature of the Registered
          Representative along with accompanying due diligence information.  The
          execution of such Selling Agent request form will represent to Funds
          Distributor's legal department that the Registered Representative has
          undertaken sufficient measures to ensure that the proposed selling
          agent meets all requirements established for selling Broker-Dealers by
          applicable law, the Funds or Funds Distributor.

     -    Completed Selling Agent Request Form will be reviewed by Funds
          Distributor's legal department for proper authorization and due
          diligence.

     -    Any questions which arise during Funds Distributor's legal department
          review will be directed to the Registered Representative.

     -    If in order, Agreement will be signed by an officer of Funds
          Distributor and returned to the Registered Representative for the
          selling agents execution.



*Contact Person:

   John Pelletier
   Karen Jacoppo-Wood

<PAGE>

                         SELLING AGREEMENT REQUEST FORM


To:
     ------------------------------
From:
     ------------------------------
      Tel. #:                           Fax #
             ----------------------          -----------------
Date:
          ------------------------------

Proposed Selling Agent name and address:


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

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

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

- --------------------------------------------------------------
Type of Agreement (check one):
___  Bank Agreement
___  Bank Affiliated Broker-Dealer Agreement
___  Broker-Dealer Agreement
___  RIA Agreement



- -----------------------------------
Authorized Registered Representative


                                        FUNDS DISTRIBUTOR CONTACT PERSONS

                                    John Pelletier
                                Karen Jacoppo-Wood

<PAGE>


                                        2

DRAFT

                         SIGNATURE/OVERSIGHT PROCEDURES

                             REGISTRATION STATEMENTS


Registration Statements, Pre-effective Amendments, and Post-effective Amendments
filed on Form N-1A will be prepared by the RCM Legal Department.  After the
filing has been prepared and reviewed by the RCM Legal Department, the following
will occur:

     -    Registration Statements, accompanied by a completed signature request
          form (see copy attached), will be forwarded to Funds Distributor* for
          appropriate fund officer's signature.

     -    Completed signature request form will be reviewed for proper
          authorization.

     -    Any questions which may arise during review will be directed to RCM
          Legal Department.

     -    If not in order, documents will be returned to RCM Legal Department
          with explanation.

     -    If in order, Registration Statement will be signed by fund officer and
          returned to RCM Legal Department.



*Contact Person:

   John Pelletier
   Dick Ingram
   Karen Jacoppo-Wood

<PAGE>

                                LEGAL DEPARTMENT
                             SIGNATURE REQUEST FORM


To:
     ------------------------------
From:
     ------------------------------
      Tel. #:                           Fax #
             ----------------------          -----------------
Date:
          ------------------------------
RIC/Fund Name:
              ------------------------------------
Document Title:
               -----------------------------------
Purpose of
Document:
          ----------------------------------------------------

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

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

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

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

Due Date:
           -----------------------------
RCM Approval:
Signature:                                               Date:
          ----------------------------------------            ----------
        Name:
        Title:

FDI Approval:
Signature:                                               Date:
          ----------------------------------------            ----------
        Fund Officer


RCM Authorized Signatories       Funds Distributor Contact Persons
- --------------------------       ---------------------------------
      Anthony Ain                     John Pelletier
      Timothy Parker                  Dick Ingram
                                      Karen Jacoppo-Wood

<PAGE>

                                       2a

                         SIGNATURE/OVERSIGHT PROCEDURES

                          RESOLUTION OF FAILED TRADES


Representatives of Funds Distributor will review RCM's internal procedures
regarding the resolution of failed trades (Procedures to be attached).  In
facilitating Funds Distributor's oversight role regarding the resolution of
failed trades, Funds Distributor also requests the following:

     -    RCM will provide to Funds Distributor a (Weekly/Monthly) aging report
          detailing all outstanding/delinquent trades.





*Contact Person:

  Dick Ingram
  Mary Nelson

<PAGE>

                                       2b

                         SIGNATURE/OVERSIGHT PROCEDURES

                             SHAREHOLDER COMPLAINTS


Representatives of Funds Distributor, Inc. ("Funds Distributor") will review
RCM's internal procedures regarding shareholder complaints (Procedures to be
attached).  In facilitating Funds Distributor's oversight role regarding
shareholder complaints, Funds Distributor requests the following:

     -    RCM will provide to Funds Distributor a (Weekly/Monthly) report
          detailing the volume of shareholder complaints and a record of the
          timely response to such complaints.

     -    In instances where Funds Distributor directly receives a shareholder
          complaint, Funds Distributor will forward a copy of such complaint to
          RCM's Correspondence Secretary.

     -    RCM will provide Funds Distributor with immediate notification of any
          shareholder lawsuits.




*Contact Person:

  John Pelletier
  Dick Ingram
  Karen Jacoppo-Wood

<PAGE>

3


                         SIGNATURE/OVERSIGHT PROCEDURES

                (CUSTODY AGREEMENTS, TRANSFER AGENCY AGREEMENTS,
                           REPURCHASE AGREEMENTS, ETC.)

The following procedures will apply to the execution by officers of the RCM
Capital Funds and the RCM Equity Funds of any agreements not otherwise covered
under separate specific approval procedures.

Prior to the execution of any agreement by a fund officer, the following will
occur:

     -    RCM will forward to the appropriate fund officer at Funds Distributor
          a completed Signature Request Form (copy attached hereto) which
          contains a manually executed signature of an authorized RCM
          representative along with all applicable due diligence information.
          The execution of such Signature Request Form will represent to Funds
          Distributor and the appropriate fund officer that RCM has undertaken
          sufficient measures to ensure that the fund's execution of the
          agreement meets all requirements established for such agreements by
          applicable law, the RCM Capital Funds, the RCM Equity Funds or Funds
          Distributor.

     -    Completed signature request form will be reviewed by Funds Distributor
          for proper authorization.

     -    Any questions which may arise during Funds Distributor's review will
          be directed to RCM Legal Department.

     -    If not in order, filing will be returned to RCM Legal Department with
          explanation.

     -    If in order, documents will be signed by the appropriate fund officer
          and returned to RCM Legal Department.



*Contact Person:

  John Pelletier
  Dick Ingram
  Karen Jacoppo-Wood


<PAGE>

                                LEGAL DEPARTMENT
                             SIGNATURE REQUEST FORM

To:
     ------------------------------
From:
     ------------------------------
      Tel. #:                           Fax #
             ----------------------          -----------------
Date:
          ------------------------------
RIC/Fund Name:
              ------------------------------------
Document Title:
               -----------------------------------
Purpose of
Document:
          ----------------------------------------------------

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

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

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

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

Due Date:
           -----------------------------
RCM Approval:
Signature:                                               Date:
          ----------------------------------------            ----------
        Name:
        Title:

FDI Approval:
Signature:                                               Date:
          ----------------------------------------            ----------
        Fund Officer

    RCM Authorized Signatories               FDI Contact Persons
    --------------------------               -------------------
     Anthony Ain                             John Pelletier
     Timothy Parker                          Dick Ingram
                                             Karen Jacoppo-Wood
<PAGE>

                                        4



                         SIGNATURE/OVERSIGHT PROCEDURES

                      RULE 24e(2)/24f(2) SHARE REGISTRATION


Documents pertaining to filing of fund share registration statements pursuant to
Rule 24e(2) or 24f(2) will be prepared by the fund accountant. The fund
accountant will provide FDI with certain financial information contained in such
filing.  After the filing documents have been prepared and reviewed by RCM, the
following will occur:

     -    Filing documents, accompanied by a completed signature request form
          (see copy attached), will be forwarded to appropriate fund officer for
          signature*.

     -    Financial statements providing the basis for the financial information
          contained in the filing documents will be provided in "blueprint" form
          to Funds Distributor by the fund accountant.

     -    Documents will be reviewed by Funds Distributor utilizing the
          financial statements.

     -    Completed signature request form will be reviewed by Funds Distributor
          for proper authorization.

     -    Any questions which may arise during review will be directed to RCM or
          the fund accountant as appropriate.

     -    If not in order, Funds Distributor will contact the appropriate
          entities or persons with an explanation and, if necessary, documents
          will be returned to RCM and/or the fund accountant, as appropriate,
          with explanation.

     -    If in order, documents will be signed by fund officer and returned to
          the RCM Legal Department by the request date specified in the
          completed signature request form.

          To the extent that Funds Distributor must provide an opinion letter to
     which another Fund service provider is the source of knowledge, that
     service provider must provide Funds Distributor with an opinion letter
     supporting the data that it provides Funds Distributor.

*Contact Persons:

   Dick Ingram
   Mary Nelson

<PAGE>

                                        5


                         SIGNATURE/OVERSIGHT PROCEDURES

                          FORM N-SAR SEMI-ANNUAL REPORT


Semi-annual report on form N-SAR will be prepared for filing by the fund
accountant.  The fund accountant will provide the RCM and Funds Distributor with
certain financial information required on Form N-SAR.  After form has been
completed, the following will occur:

     -    Form N-SAR, accompanied by completed signature request form (see copy
          attached), will be forwarded to Funds Distributor for fund officer
          signature*.

     -    Form will be reviewed by Funds Distributor.

     -    Completed Signature Request form will be reviewed for proper
          authorization.

     -    Any questions which may arise during review will be directed to RCM or
          the fund accountants as appropriate.

     -    If not in order, Funds Distributor will contact the appropriate
          entities or persons with an explanation and, if necessary, form will
          be returned to RCM and/or the fund accountant, as appropriate, with
          explanation.

     -    If in order, form will be signed by fund officer and returned to RCM
          by the request date specified in the completed signature request form.


*Contact Person:

   Dick Ingram
   Mary Nelson

<PAGE>

                                        6


                         SIGNATURE/OVERSIGHT PROCEDURES

                                   TAX RETURNS


All tax and information returns will be prepared and reviewed by the  funds
auditor.  When returns are completed and reviewed, the following will occur:

     -    Tax and information returns, signed by independent auditors and
          accompanied by a completed signature request form (see copy attached),
          will be forwarded to Funds Distributor for fund officer signature*.

     -    All returns will be reviewed by Funds Distributor.

     -    Completed signature request form will be reviewed for proper
          authorization.

     -    Any questions which arise during review will be directed to the funds
          auditor.

     -    In not in order, return will be returned to the funds auditor with
          explanation.

     -    If in order, return will be signed by fund officer and returned to the
          fund auditor.



*Contact Persons:

   Dick Ingram
   Mary Nelson

<PAGE>

                                        7


                         SIGNATURE/OVERSIGHT PROCEDURES

                            SEC EXAMINATION/INQUIRIES

When the Securities and Exchange Commission conducts a periodic examination of
the Funds or makes written inquiries for specific information, the following
will occur:

     -    RCM* will promptly inform Funds Distributor* of such examination or
          written inquiry.

     -    RCM will inform Funds Distributor of the specific nature of  the
          information requested for examination or by inquiry.

  Funds Distributor will be actively involved with any SEC examinations.

     -    RCM will submit to Funds Distributor the written response to SEC
          written inquiries.

     -    RCM will forward to Funds Distributor and each fund officer a copy of
          the comment letter received from the SEC upon completion of
          examination.

     -    RCM will forward to Funds Distributor and each fund officer a copy of
          the response to the comment letter.



*Contact Person:

   John Pelletier
   Dick Ingram
   Karen Jacoppo-Wood

<PAGE>

                                        8


                         SIGNATURE/OVERSIGHT PROCEDURES

                           AUDIT REPRESENTATION LETTER


The process of examining financial statements of the Funds by independent
auditors includes the receipt of a letter from the Funds in which various
representations are made.  This letter will be prepared by the independent
auditors.  Upon completion of this letter, the following will occur:

     -    Letter will be reviewed and signed by RCM authorized signatory.

     -    Letter will be sent to Funds Distributor for review and fund officer
          signature*.

     -    Letter will be reviewed by Funds Distributor.

          To the extent that Funds Distributor must provide an audit
     representation letter to which another Fund service provider is the source
     of knowledge (i.e. the fund auditor), that service provider must provide
     Funds Distributor with an opinion letter supporting the audit
     representation letter or any other data that it provides Funds Distributor.

     -    If not in order, letter will be returned to RCM or the fund auditor
          with explanation.

     -    If in order, letter will be signed by fund officer and returned to
          independent auditors.


*Contact Persons:

  Dick Ingram
  Mary Nelson

<PAGE>


                                        9



                         SIGNATURE/OVERSIGHT PROCEDURES

                  VALUATION OF MUTUAL FUND PORTFOLIO SECURITIES

In connection with the valuation of mutual fund portfolio securities, it is
sometimes necessary to convene a meeting of the Funds Portfolio Securities
Pricing Committee to place a value on a portfolio security for the purpose of
calculating NAV per share.

     -    A fund officer will be present at meeting, either in person or by
          conference call.

     -    Meeting minutes or memo of Pricing Committee decisions will be sent to
          Funds Distributor.

In addition, because of the complexities or large universe of various portfolio
securities (i.e., GNMA and Tax-Exempt Securities), an independent pricing
service is utilized to price such securities.

     -    Funds Distributor* will be informed by RCM of any change of
          independent pricing service.

In connection with money market funds, it is necessary to monitor any deviation
of a fund's net asset value per share calculated using market values from the
fund's net asset value per share calculated using amortized cost prices.

     -    RCM or the fund accountant will send Funds Distributor*, on a daily
          basis, a schedule which indicates each money market fund's net asset
          value per share calculated at amortized cost and market value.

     -    RCM or the fund accountant will send Funds Distributor*, on a monthly
          basis, a schedule for each fund, indicating the fund's total net
          assets, dividend per share and net asset value per share calculated at
          amortized cost and market value.

     -    RCM will notify Funds Distributor* when RCM intends to apprise a
          fund's Board of Directors of information concerning the fund's net
          asset value per share.


*Contact Persons:

   Dick Ingram
   Mary Nelson

<PAGE>

                                       10


                         SIGNATURE/OVERSIGHT PROCEDURES

                       CHANGE IN NET ASSET VALUE PER SHARE


If a fund's net asset value per share changes after the day of calculation and
shareholder account processing, the following will occur:

     -       RCM or the fund accountant will send Funds Distributor* a schedule
             which will indicate the fund and change in net asset value per
             share.

     -       RCM or the fund accountant will document the change in net asset
             value per share and forward to Funds Distributor* accompanied by
             completed signature request form (see copy attached).





*Contact Persons:

   Dick Ingram
   Mary Nelson

<PAGE>

                       CHANGE IN NET ASSET VALUE PER SHARE
                             SIGNATURE REQUEST FORM

To:
     ------------------------------
From:
     ------------------------------
      Tel. #:                           Fax #
             ----------------------          -----------------
Date:
          ------------------------------
RIC/Fund Name:
              ------------------------------------
Document Title:
               -----------------------------------
Purpose of
Document:
          ----------------------------------------------------

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

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

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

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

Due Date:
           -----------------------------
RCM Approval:
Signature:                                               Date:
          ----------------------------------------            ----------
        Name:
        Title:

FDI Approval:
Signature:                                               Date:
          ----------------------------------------            ----------
        Fund Officer

    RCM Authorized Signatories               FDI Contact Persons
    --------------------------               -------------------

     Judy Wilkinson                            Dick Ingram
                                               Mary Nelson

<PAGE>

                                       11


                         SIGNATURE/OVERSIGHT PROCEDURES

                         RECLAIM OF TAXES WITHHELD FROM
                         DIVIDENDS ON FOREIGN SECURITIES


Forms necessary to reclaim taxes withheld from dividends paid on foreign
securities are coordinated by the funds auditor.  When these forms require the
signature of a fund officer, the following will occur:

     -    Completed forms, accompanied by completed signature request form (see
          copy attached), will be forwarded to Funds Distributor for fund
          officer signature*.

     -    Form will be reviewed by Funds Distributor.

     -    Completed signature request form will be reviewed by Funds Distributor
          for proper authorization.

     -    Any questions which arise during review will be directed to the funds
          auditor.

     -    If not in order, form will be returned to the funds auditor with
          explanation.

     -    If in order, form will be signed by fund officer and returned to the
          funds auditor.




*Contact Persons:

   Dick Ingram
   Mary Nelson

<PAGE>

                                       12


                          PROCEDURES FOR AUTHORIZATION
                          AND PAYMENT OF FUND EXPENSES


These procedures are intended to ensure that all Fund expenses are properly
authorized and evidenced by two authorizing signatures.  In addition, they
provide for a regular review of accrued expenses on the books of the Fund.  This
review is intended to monitor actual bills received and paid as well as
anticipated future bills and compare them to the accrued balances on the books.
Accrued expenses shall be monitored to ensure that the daily NAV is accurate.

AUTHORIZATION AND PAYMENT

All bills for fund expenses should be first approved by Judy Wilkinson at RCM
Capital Management ("RCM").  Any bills received by the Funds will be forwarded
to RCM for the initial authorizing signature.

After reviewing the bill and providing the first approval signature, RCM will
forward the bill to FDI for approval by the Fund's Treasurer or his designee.

After providing the second authorizing signature, FDI will forward the bill to
RCM for payment.  A copy of the bill should be delivered to the fund accountant
to record properly in the expenses of the Fund.

EXPENSE REVIEW AND PRO FORMA

Each month RCM or the fund accountant will prepare a schedule for each fund that
shows bills actually paid, adds all anticipated bills and compares this number
to the actual and anticipated accruals for fund expenses as shown on the books
of the Fund.  This analysis will be forwarded to FDI as Treasurer of the Fund so
that the adequacy of the accruals are timely reviewed and adjusted, if
necessary.






*Contact Person:

   Dick Ingram
   Mary Nelson

<PAGE>




                                  ATTACHMENT 2


STAFFING RELATED COSTS:

               None as of __________, 1996



OVERHEAD COSTS:

               None as of __________, 1996





<PAGE>

Dear Sirs:  

          As the principal underwriter of shares of certain registered
investment companies presently or hereafter managed, advised or administered by
RCM Capital Management, L.L.C., shares of which companies are distributed by us
at their respective net asset values plus sales charges as applicable, pursuant
to our Distribution Agreements with such companies (the "Funds"), we invite you
to participate as a non-exclusive principal in the distribution of shares of any
and all of the Funds upon the following terms and conditions:

1.   You are to offer and sell such shares only at the public offering prices
     which shall be currently in effect, in accordance with the terms of the
     then current Prospectuses and Statements of Additional Information of the
     Funds subject in each case to the delivery prior to or at the time of such
     sales of the then current Prospectus.  You agree to act only as principal
     in such transactions and nothing in this Agreement shall constitute either
     of us the agent of the other or shall constitute you or any of the Funds
     the agent of the other.  In all transactions in these shares between you
     and us, we are acting as agent for the Funds and not as principal.  All
     orders are subject to acceptance by us and become effective only upon
     confirmation by us.  We reserve the right in our sole discretion to reject
     any order.  The minimum dollar purchase of shares of the Funds shall be the
     applicable minimum amounts described in the then current Prospectuses and
     Statements of Additional Information and no order for less than such
     amounts will be accepted.
     
2.   On each purchase of shares by you from us, the total sales charges and
     discount to selected dealer, if any, shall be as stated in each Fund's then
     current Prospectus.  Such sales charges and discount to selected dealers
     are subject to reductions under a variety of circumstances as described in
     each Fund's then current Prospectus and Statement of Additional
     Information.  To obtain these reductions, we must be notified when the sale
     takes place which would qualify for the reduced charge.  There is no sales
     charge or discount to selected dealers on the reinvestment of any dividends
     or distributions.
     
3.   All purchases of shares of a Fund made under any cumulative purchase
     privilege as set forth in a Fund's then current effective Prospectus shall
     be considered an individual transaction for the purpose of determining the
     concession from the public offering price to which you are entitled as set
     forth in paragraph 2 hereof.
     
     4.   As a member of the selling group, you agree to purchase shares of the
     Funds only through us or from your customers.  Purchases through us shall
     be made only for your own investment purposes or for the purpose of
     covering purchase orders already received from your customers, and we agree
     that we will not place orders for the purchase of shares from a Fund except
     to cover purchase orders already received by us.  Purchases from your
     customers shall be at a price not less than the net asset value quoted by
     each such Fund at the time of such purchase.  Nothing herein contained
     shall prevent you from selling any shares of a Fund for the account of a
     record holder to us or to such Fund at the net asset value quoted by us and
     charging your customer a fair commission for handling the transaction.

<PAGE>

5.   You agree that you will not withhold placing customers' orders so as to
     profit yourself as a result of such withholding.
     
6.   You agree to sell shares of the Funds only (a) to your customers at the
     public offering prices then in effect or (b) to us as agent for the Funds
     or to each such Fund itself at the redemption price, as described in each
     Fund's then current effective Prospectus.
     
7.   Settlement shall be made promptly, but in no case later than the time
     customary for such payments after our acceptance of the order or, if so
     specified by you, we will make delivery by draft on you, the amount of
     which draft you agree to pay on presentation to you.  If payment is not so
     received or made, the right is reserved forthwith to cancel the sale or at
     our option to resell the shares to the applicable Fund, at the then
     prevailing net asset value in which latter case you agree to be responsible
     for any loss resulting to such Fund or to us from your failure to make
     payment as aforesaid.
     
8.   If any shares sold to you under the terms of this Agreement are repurchased
     by a Fund or by us as agent, or for the account of that Fund or are
     tendered to that Fund for purchase at liquidating value under the terms of
     the Articles of Incorporation or other document governing such Fund within
     seven (7) business days after the date of confirmation to you of your
     original purchase order therefor, you agree to pay forthwith to us the full
     amount of the concession allowed to you on the original sale and we agree
     to pay such amount to the Fund when received by us.  We shall notify you of
     such repurchase within ten (10) days of the effective date of such
     repurchase.
     
9.   All sales will be subject to receipt of shares by us from the Funds.  We
     reserve the right in our discretion without notice to you to suspend sales
     or withdraw the offering of shares entirely, or to modify or cancel this
     Agreement.
     
10.  From time to time during the term of this Agreement we may make payments to
     you pursuant to one or more of the distribution and/or service plans
     adopted by certain of the Funds pursuant to Rule 12b-1 under the Investment
     Company Act of 1940 (the "Act") in consideration of your furnishing
     distribution and/or shareholder services hereunder with respect to each
     such Fund.  We have no obligation to make any such payments and you waive
     any such payments until we receive monies therefor from the Fund.  Any such
     payments made pursuant to this Section 10 shall be subject to the following
     terms and conditions:
     
     (a)  Any such payments shall be in such amounts as we may from time to time
     advise you in writing but in any event not in excess of the amounts
     permitted by the plan in effect with respect to each particular Fund and
     will be based on the dollar amount of Fund shares which are owned of record
     by your firm as nominee for your customers or which are owned by those
     customers of your firm whose records, as maintained by the Funds or their
     agents, designate your firm as the customer's dealer of record.  Any such
     payments shall be in addition to the selling concession, if any, allowed to
     you pursuant to this Agreement.  No 

<PAGE>

     such fee will be paid to you with respect to shares purchased by you and
     redeemed by the funds or by us as agent within seven business days after
     the dates of confirmation of such purchase.
     
     (b)  The provisions of this Section 10 relate to the plan adopted by a
     particular Fund pursuant to Rule 12b-1.  In accordance with Rule 12b-1, any
     person authorized to direct the disposition of monies paid or payable by a
     Fund pursuant to this Section 10 shall provide the Fund's Board of
     Directors, and the Directors shall review, at least quarterly, a written
     report of the amounts so expended and the purposes for which such
     expenditures were made.
     
     (c)   The provisions of this Section 10 applicable to each Fund shall
     remain in effect for not more than a year and thereafter for successive
     annual periods only so long as such continuance is specifically approved at
     least annually in conformity with Rule 12b-1 and the Act.  The provisions
     of this Section 10 shall automatically terminate with respect to a
     particular plan in the event of the assignment (as defined by the Act) of
     this Agreement, in the event such plan terminates or is not continued or in
     the event this Agreement terminates or ceases to remain in effect.  In
     addition, the provisions of this Section 10 may be terminated at any time,
     without penalty, by either party with respect to any particular plan on not
     more than 60 days' nor less than 30 days' written notice delivered or
     mailed by registered mail, postage prepaid, to the other party.
     
11.  No person is authorized to make any representations concerning the Funds or
     shares of the Funds except those contained in each Fund's then current
     effective Prospectus or Statement of Additional Information and any such
     information as may be released by a Fund as information supplemental to
     such Prospectus or Statement of Additional Information.  In purchasing
     shares through us you shall rely solely on the representations contained in
     each Fund's then current effective Prospectus or Statement of Additional
     Information and supplemental information above-mentioned.  You agree not to
     furnish or cause to be furnished to any person or display or publish any
     information or materials relating to the Funds (including, without
     limitation, promotional materials and sales literature, advertisements,
     press releases, announcements, statements, posters, signs or other similar
     materials), except such information and materials as may be furnished to
     you by us, and such other information and materials as may be approved in
     writing by us.
     
12.  Additional copies of each such Prospectus or Statement of Additional
     Information and any printed information issued as supplemental to each such
     Prospectus or Statement of Additional Information will be supplied by us to
     members of the selling group in reasonable quantities upon request.
     
13.  With respect to Funds offering shares subject to a front-end sales charge,
     shares subject to a contingent deferred sales charge, and/or institutional
     class shares not subject to a sales charge, you shall conform to such
     written compliance standards as we have provided you in the past or may
     from time to time provide to you in the future.
     

<PAGE>

14.  We, our affiliates and the Funds shall not be liable for any loss, expense,
     damages, costs or other claim arising out of any redemption or exchange
     pursuant to telephone instructions from any person or our refusal to
     execute such instructions for any reason.
     
15.  All communications to us shall be sent to us at Funds Distributor Inc., One
     Exchange Place, 10th Floor, Boston, MA 02109.  Any notice to you shall be
     duly given if mailed or telegraphed to you at your address as registered
     from time to time with the National Association of Securities Dealers, Inc.
     
16.  This Agreement may be terminated upon written notice by either party at any
     time, and shall automatically terminate upon its attempted assignment by
     you, whether by operation of law or otherwise, or by us otherwise than by
     operation of law.
     
17.  By accepting this Agreement, you represent that you are registered as a
     broker-dealer under the Securities Exchange Act of 1934, are qualified to
     act as a dealer in the states or other jurisdictions where you transact
     business, and are a member in good standing of the National Association of
     Securities Dealers, Inc., and you agree that you will maintain such
     registrations, qualifications, and membership in good standing and in full
     force and effect throughout the term of this Agreement.  You further agree
     to comply with all applicable Federal laws, the laws of the states or other
     jurisdictions concerned, and the rules and regulations promulgated
     thereunder and with the Constitution, By-Laws and Rules of Fair Practice of
     the National Association of Securities Dealers, Inc., and that you will not
     offer or sell shares of the Funds in any state or jurisdiction where they
     may not lawfully be offered and/or sold.
     
     If you are offering and selling shares of the Funds in jurisdictions
     outside the several states, territories, and possessions of the United
     States and are not otherwise required to be registered, qualified, or a
     member of the National Association of Securities Dealers, Inc., as set
     forth above, you nevertheless agree to observe the applicable laws of the
     jurisdiction in which such offer and/or sale is made, to comply with the
     full disclosure requirements of the Securities Act of 1933 and the
     regulations promulgated thereunder, to conduct your business in accordance
     with the spirit of the Rules of Fair Practice of the National Association
     of Securities Dealers, Inc.  You agree to indemnify and hold the Funds,
     their investment advisor, and us harmless from loss or damage resulting
     from any failure on your part to comply with applicable laws.
     
18.  You agree to maintain records of all sales of shares made through you and
     to furnish us with copies of each record on request.
     
19.  This Agreement and all amendments to this Agreement shall take effect with
     respect to and on the date of any orders placed by you after the date set
     forth below or, as applicable, after the date of the notice of amendment
     sent to you by the undersigned.

<PAGE>

20.  This Agreement shall be construed in accordance with the laws of the
     Commonwealth of Massachusetts and shall be binding upon both parties hereto
     when signed and accepted by you in the space provided below.
     
     
FOR FUNDS DISTRIBUTOR, INC.:
   
- --------------------------------------------               -----------------
      By:                                                      Date



FOR                               :
    -----------------------------
     (Name of Dealer)

   
   ------------------------------
     (Address)

    
   --------------------------------
     (City, State  Zip)


BY:                           ITS:                               
- ---------------------------   ---------------------        ---------------
     Authorized Signature           Title                     Date


                           
- ---------------------------
     Print Name
    
    

<PAGE>

                                  [LETTERHEAD]


State Street Bank & Trust Company
225 Franklin Street
Boston, Massachusetts 02110

Dear Sirs:

     In accordance with Section 17 of the Custodian Contract, dated January 3,
1996 (the "Agreement"), between RCM Equity Funds, Inc. (the "Fund") and State
Street Bank & Trust Company (the "Bank"), the Fund hereby notifies the Bank of
the Fund's desire to have the Bank render services as Custodian under the terms
of the Agreement with respect to RCM Global Health Care Fund, a series of shares
of common stock of the Fund.

     Please indicate your acceptance of the foregoing by executing two copies of
this Letter Agreement, returning one to the Fund and retaining one copy for your
records.


                                   Very truly yours,
                                   RCM EQUITY FUNDS, INC.
                                   
                                   By:  
                                        -------------------------------
                                        Name:
                                        Title
                                   
Accepted:
STATE STREET BANK & TRUST COMPANY
By:
     ---------------------------
     Name:
     Title

 

<PAGE>

                                  [LETTERHEAD]

State Street Bank & Trust Company
225 Franklin Street
Boston, Massachusetts 02110



Dear Sirs:

     In accordance with Section 17 of the Custodian Contract, dated January 3,
1996 (the "Agreement"), between RCM Equity Funds, Inc. (the "Fund") and State
Street Bank & Trust Company (the "Bank"), the Fund hereby notifies the Bank of
the Fund's desire to have the Bank render services as Custodian under the terms
of the Agreement with respect to RCM Global Small Cap Fund, a series of shares
of common stock of the Fund.

     Please indicate your acceptance of the foregoing by executing two copies of
this Letter Agreement, returning one to the Fund and retaining one copy for your
records.
                                   Very truly yours,
                                   RCM EQUITY FUNDS, INC.
                                   
                                   By:
                                        ------------------------
                                        Name:
                                        Title
                                   
Accepted:
STATE STREET BANK & TRUST COMPANY
By:  
     ------------------------
     Name:
     Title


 

<PAGE>
                                  [LETTERHEAD]

State Street Bank & Trust Company
225 Franklin Street
Boston, Massachusetts 02110



Dear Sirs:

     In accordance with Section 17 of the Custodian Contract, dated January 3,
1996 (the "Agreement"), between RCM Equity Funds, Inc. (the "Fund") and State
Street Bank & Trust Company (the "Bank"), the Fund hereby notifies the Bank of
the Fund's desire to have the Bank render services as Custodian under the terms
of the Agreement with respect to RCM Large Cap Growth Fund, a series of shares
of common stock of the Fund.

     Please indicate your acceptance of the foregoing by executing two copies of
this Letter Agreement, returning one to the Fund and retaining one copy for your
records.

                                   Very truly yours,
                                   RCM EQUITY FUNDS, INC.
                                   
                                   By:  
                                        ------------------------
                                        Name:
                                        Title
                                   
Accepted:

STATE STREET BANK & TRUST COMPANY

By:
     ------------------------
     Name:
     Title

 

<PAGE>

                                LICENSE AGREEMENT


     AGREEMENT made as of the 14th day of June, 1996 by and between RCM Capital
Management, L.L.C. ("RCM"), and RCM Equity Funds, Inc., a Maryland corporation
(the "Company").
                                   RECITALS:

     A.   Rosenberg Capital Management, a predecessor of RCM, was established in
1970 and has used the phrase "Rosenberg" in its name and its business since that
time.

     B.   RCM Capital Management, L.L.C. was established in 1996 under the laws
of the State of Delaware, as the successor to the business and operations of
Rosenberg Capital Management and its successors, and has used the name RCM
Capital Management at all times thereafter.

     C.   The Company, which is registered with the Securities and Exchange
Commission as an open-end management investment company, desires to use "RCM" in
its name and business operations (including in the name of each of its series).

     D.   On the terms set forth herein, RCM is willing to grant the Company a
license to use "RCM" in its name and operations as an investment company
(including in the name of each of its series).

     E.   RCM Equity Funds, Inc., a registered investment company, has entered
into a license agreement with RCM pursuant to which RCM has granted it a non-
exclusive license (including in the name of each of its series) to use "RCM" in
its name and business.  In addition, RCM Strategic Global Government Fund, Inc.
and RCM Capital Funds, Inc.,  registered investment companies, have each entered
into a license agreement with RCM pursuant to which RCM has granted each  of
them a non-exclusive license to use "RCM" in its name and business.

     NOW, THEREFORE, in consideration of the premises and of the covenants
hereinafter contained, RCM and the Company do hereby agree as follows:

                                   AGREEMENT:

     1.   RCM hereby grants the Company a revocable, non-exclusive and non-
transferable license to use the phrase "RCM" in its corporate name and in its
operations as an investment company (including in the name of each of its
series), subject to the terms and conditions set forth herein (the "License"). 
The Company shall at all times use such phrase in a manner which is designed to
enhance the reputation and goodwill  associated with the phrase, and shall
comply with all laws, rules, regulations, ordinances and orders 

                                      - 1 -
<PAGE>

of all local, state and national authorities.  The Company agrees that it shall
do nothing inconsistent with RCM's ownership of such phrase, and shall not apply
for registration or seek to obtain ownership of the phrase, or any similar mark,
in any state or nation.  The provisions of the forgoing sentence of this Section
1 shall survive the termination of this Agreement, irrespective of the reason
therefor.

     2.   The Company acknowledges that the phrase "RCM" has incalculable value
to RCM and that RCM may, therefore, revoke its License at any time upon 60 days'
notice to the Company.  As soon as practicable after any revocation, the Company
shall (i) change its corporate name so that such name will not thereafter
include the phrase "RCM," "Rosenberg Capital Management" or any variation or
derivative of such names, (ii) discontinue all use by it of the phrase "RCM" or
any variation or derivative thereof as part of its trade name or otherwise, and
(iii) cease using, and shall cause its agents to cease using, all letterhead
advertising materials and other materials (printed or otherwise) that include
the phrase "RCM" or any variation or derivative thereof.   Without limiting the
foregoing, if the Investment Management Agreement between the Company and RCM
should be terminated for any reason, RCM may, without notice, revoke the
License.

     3.   The Company acknowledges that RCM has previously granted a license to
use the phrase "RCM" to RCM Equity Funds, Inc. in its name and its operations
and that RCM Equity Funds, Inc. may establish additional series in the future
using the RCM name.  The Company further acknowledges that RCM has previously
granted a license to use the phrase "RCM" to RCM Strategic Global Government
Fund, Inc. and RCM Capital Funds, Inc. in their names and operations.

     4.   RCM reserves and shall have the right to grant to any other company,
including without limitation, any other investment company, the right to use
"RCM" or Rosenberg Capital Management or any variations or derivatives of such
names in its name and no consent or permission of the Company shall be necessary
in connection with such grant; but, if required by any applicable laws of any
state or other jurisdiction, the Company will forthwith grant any consent, give
any permission and execute any certificate or instrument as may be requested by
RCM.

     5.   The Company shall not, without the express written permission of RCM,
grant consent or give permission to any other company or entity the right, to
use "RCM," "Rosenberg Capital Management" or any name similar to that of the
Company.

     6.   In the event that the Company should hereafter change its name and
eliminate the phrase RCM or any variation thereof from its name, the Company
hereby grants to RCM the right to cause the incorporation of other corporations
or the organization of other voluntary associations that may operate as
investment companies and that may have names similar to that to which the
Company may change its name and to own all or any portion of the shares of such
other corporations or associations and to enter into contractual relationships
with such other corporations or associations.

                                      - 2 -
<PAGE>

     7.   This Agreement may be amended at any time by written agreement
executed by each of the parties.

     8.   This Agreement shall be governed by and shall be construed in
accordance with the internal, substantive laws of the State of California.

     9.   If any term or provision of this Agreement is held to be void or
unenforceable by any court of competent jurisdiction, only that objectionable
term or provision shall be deleted herefrom while the remainder of the term,
provision and agreement shall be enforceable.

     10.  No party's failure to enforce any provision or provisions of this
Agreement shall be deemed or in any way construed as a waiver of any such
provision or provisions, nor prevent that party thereafter from enforcing each
and every provision of this Agreement.  The rights granted the parties herein
are cumulative and shall not constitute a waiver of any party's right to assert
all other legal remedies available to it under the circumstances.

     11.  The Company acknowledges that money damages alone are not adequate
remedy for any breach by the Company of any provision of this Agreement. 
Therefore, in the event of a breach or threatened breach of any provision of
this Agreement by the Company, the Company agrees and consents that RCM, in
addition to all other remedies, shall have the right to immediately seek, obtain
and enforce injunctive relief prohibiting the breach or compelling specific
performance, without the need to post any bond.  Unless expressly set forth
herein to the contrary, all remedies set forth herein are cumulative and are in
addition to any and all remedies provided either party at law or in equity.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.



                              RCM EQUITY FUNDS, INC.

                              By:  /s/ Richard W. Ingram    
                                   -------------------------
                                   Richard W. Ingram
                                   President

                              
                              RCM CAPITAL MANAGEMENT, L.L.C.

                              By:  /s/ Michael J. Apatoff   
                                   -------------------------
                                   Michael J. Apatoff
                                   Chief Operating Officer
   

                                      - 3 - 

<PAGE>

                                                                   Exhibit 10(b)

                      PAUL, HASTINGS, JANOFSKY & WALKER LLP
                             555 South Flower Street
                          Los Angeles, California 90071

                            Telephone (213) 683-6000

                                October 14, 1996

RCM Equity Funds, Inc.
Four Embarcadero Center
Suite 3000
San Francisco, California 94111

Ladies and Gentlemen:

          We have acted as counsel to RCM Equity Funds, Inc., a Maryland
corporation (the "Company"), with respect to certain legal matters in connection
with the capital shares of the Company offered pursuant to a Registration
Statement on Form N-1A (Registration Statement No. 33-97572), as amended, filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Registration Statement").

          We hereby consent to the reference to Paul, Hastings, Janofsky &
Walker LLP under the caption "Additional Information -- Counsel" in the
Statement of Additional Information which forms part of the Registration
Statement.

                                   Very truly yours,


                            PAUL, HASTINGS, JANOFSKY & WALKER LLP


<PAGE>


                                                                     Exhibit 11

To the Board of Directors of
RCM Equity Funds, Inc.

We hereby consent to the incorporation by reference in Post-Effective Amendment
No. 1 to the Registration Statement of RCM Equity Funds, Inc. on Form N-1A (File
No. 33-97572) of our report dated February 9, 1996, on our audit of the
financial statements and financial highlights of RCM Global Technology Fund,
which report is included in the annual report to shareholders for the year ended
December 31, 1995 which is incorporated by reference in the Post-Effective
Amendment to the Registration Statement.  We also consent to the references to
our Firm under the caption "Independent Accountants."


                                                      COOPERS & LYBRAND L.L.P.


Boston, Massachusetts
October 15, 1996


<PAGE>
                                                                      Exhibit 15
                             RCM EQUITY FUNDS, INC.

                                DISTRIBUTION PLAN


                                  INTRODUCTION

          The Board of Directors (the "Board") of RCM Equity Funds, Inc., a
Maryland corporation (the "Company"), has approved the adoption of the
Distribution Plan (the "Plan") set forth below with respect to the distribution
of shares of capital stock (the "Shares") of its RCM Global Health Care Fund,
RCM Global Small Cap Fund, and RCM Large Cap Growth Fund series (each a "Fund"
and collectively the "Funds").   This Plan is designed to conform to the
requirements of Rule 12b-1 promulgated under the Investment Company Act of 1940,
as amended (the "Act").

          The Company on behalf of each Fund has entered into a distribution
agreement pursuant to which the Company will employ Funds Distributor, Inc. (the
"Distributor") to distribute Shares of the Fund.  Under this Plan, the Company
on behalf of each Fund intends to compensate the Distributor for  expenses
incurred, and services and facilities provided, by the Distributor in
distributing Shares of the Fund.

                                    THE PLAN

          The material aspects of the Plan are as follows:

          SECTION 1.     The Funds will pay the Distributor for: (a) expenses
incurred in connection with advertising and marketing shares of the Funds
including but not limited to any advertising or marketing via radio, television,
newspapers, magazines, telemarketing or direct mail solicitations; (b) periodic
payments of fees for distribution assistance made to one or more securities
dealers, or other industry professionals, such as investment advisers,
accountants, estate planning firms and the Distributor itself (collectively
"Service Organizations") in respect of the average daily value of the Funds'
Shares beneficially owned by persons ("Clients") for whom the Service
Organization is the dealer of record or holder of record or with whom the
Service Organization has a servicing relationship, and (c) expenses incurred in
preparing, printing and distributing the Funds' prospectuses and statements of
additional information (except those used for regulatory purposes or for
distribution to existing shareholders of the Funds).

          SECTION 2.     While this Plan is in effect the Distributor will be
compensated by each Fund for such distribution expenses that are incurred, and
services and facilities that are provided, in connection with Shares of the Fund
on a monthly basis, at the annual rate of up to 0.35% of the Fund's average
daily net assets during such month.  These monthly payments to the Distributor
will be made in accordance with and subject to the conditions set forth below.
For the purposes of determining the amounts payable under the Plan, the value of
a Fund's net assets shall be computed in the manner specified in the Fund's
prospectus and statement of additional information as then in effect for the
computation of the value of the Fund's net assets.

          The distribution fees payable to the Distributor are designed to
reimburse the Distributor for the expenses it incurs and the services it renders
in distributing shares of the Funds.  If in any year the Distributor's expenses
incurred in connection with the distribution of Shares of a Fund exceed the
distribution fees paid by the Fund, the Distributor will recover such excess
only if this Plan continues to be in effect with respect to the Fund in some
later year when the distribution fees exceed the Distributor's expenses.  There
is no limit on the periods during which unreimbursed expenses may be carried
forward, although the Company is not obligated to repay any unreimbursed
expenses for a Fund that may exist at such time, if any, as this Plan terminates
or is not continued with respect to the Fund.  No interest, carrying or finance
charge will be imposed on any amounts carried forward.

          Payment made out of or charged against the assets of a particular Fund
must be in payment for distribution expenses incurred on behalf of such Fund and
which are described herein.
<PAGE>

          SECTION 3.     Payments by the Distributor to a Service Organization
described in this Plan shall be subject to compliance by the Service
Organization with the terms of a written agreement between the Service
Organization and the Distributor.  If an investor in a Fund ceases to be a
client of a Service Organization that has entered into a selling group agreement
with the Distributor, but continues to hold shares of the Fund, the Distributor
will be entitled to receive similar payments in respect of the distribution
assistance provided with respect to such investor.

          SECTION 4.     The Distributor shall provide the Board, at least
quarterly, with a written report of all amounts expended pursuant to this Plan.
The report shall state the purposes for which the amounts were expanded.

          SECTION 5.      This Plan shall become effective with respect to a
Fund upon its adoption by the Board and, unless earlier terminated with respect
to a Fund in accordance with its terms, the Plan shall continue automatically
with respect to such Fund for successive annual periods provided such
continuance is approved by a majority of the Board, including a majority of the
Directors who are not "interested persons" (as defined in the Act) of the
Company and who have no direct or indirect financial interest in the operation
of this Plan or in any agreements entered into in connection with this Plan (the
"Disinterested Directors"), pursuant to a vote cast in person at a meeting
called for the purpose of voting on the continuance of the Plan.

          SECTION 6.     This Plan may be amended at any time by the Board
provided that (i) any amendment to increase materially the costs which any Fund
may bear for distribution pursuant to this Plan shall be effective only upon
approval by a vote of a majority of the outstanding voting securities of the
respective Fund, and (ii) any material amendments of the terms of this Plan
shall become effective only upon approval by a majority of the Board and a
majority of the Disinterested Directors pursuant to a vote cast in person at a
meeting called for the purpose of voting on the Plan.

          SECTION 7.     This Plan is terminable, as to any Fund, without
penalty at any time by (i) vote of the majority of the Disinterested Directors,
or (ii) vote of a majority of the outstanding voting securities of such Fund.

          SECTION 8.     The Board has adopted this Plan as of ___________,
1996.



<PAGE>


                             SCHEDULE FOR COMPUTATION OF
                              PERFORMANCE QUOTATIONS FOR
                              RCM GLOBAL TECHNOLOGY FUND



Total Return Formula: P(1 + T)n = ERV

Where:


               P         =         a hypothetical initial payment of $1,000

               t         =         average annual total return

               n         =         number of years

               ERV       =         ending redeemable value of a hypothetical
                                   $1,000 payment made at the inception to
                                   June 30, 1996


From inception (December 27, 1995) to June 30, 1996:

          $1,000 (1 + 13.80) = $1,138(1)



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

(1)       Since the period being reported above (from December 27, 1995 to June
          30, 1996) is less than one year, the return represents the cumulative
          since inception and therefore is not annualized.


<PAGE>


                                RCM EQUITY FUNDS, INC.
                                  POWER OF ATTORNEY


Each person whose signature appears below hereby authorizes Richard W. Ingram,
John E. Pelletier, Elizabeth A. Bachman and Mary A. Nelson, or any of them
attorney-in-fact, with full power and authority, in his or her discretion, to
execute, deliver, on his or her behalf individually, and in the capacity stated
below, any registration statement or amendment to a registration statement
(including post-effective amendments) and to file the same, with all exhibits
thereto, with the Securities and Exchange Commission and any other regulatory
agency.

The Power of Attorney granted hereby is effective immediately and will continue
until it is revoked.  By accepting or acting under the appointment, the agent
assumes the fiduciary and other legal repsonsiblities of an agent.

IN WITNESS WHEREOF, this Power of Attorney is executed on June 14, 1996.





/s/ DeWitt F. Bowman                        /s/ Frank P. Greene
- ------------------------------              ------------------------------
DeWitt F. Bowman                            Frank P. Greene
Director                                    Director


/s/ Pamela A. Farr                          /s/ George G.C. Parker
- ------------------------------              ------------------------------
Pamela A. Farr                              George G.C. Parker
Director                                    Director


/s/ Thomas S. Foley
- ------------------------------
Thomas S. Foley
Director


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0001001640
<NAME> RCM EQUITY FUNDS
<SERIES>
   <NUMBER> 1
   <NAME> RCM GLOBAL TECHNOLOGY FUND
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<INVESTMENTS-AT-COST>                        2,560,647
<INVESTMENTS-AT-VALUE>                       2,724,743
<RECEIVABLES>                                   70,980
<ASSETS-OTHER>                                  78,318
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               2,874,041
<PAYABLE-FOR-SECURITIES>                       104,464
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       74,104
<TOTAL-LIABILITIES>                            178,568
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     2,426,731
<SHARES-COMMON-STOCK>                          236,806
<SHARES-COMMON-PRIOR>                           94,980
<ACCUMULATED-NII-CURRENT>                     (11,114)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        115,760
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       164,096
<NET-ASSETS>                                 2,695,473
<DIVIDEND-INCOME>                                5,314
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                (16,279)
<NET-INVESTMENT-INCOME>                       (10,965)
<REALIZED-GAINS-CURRENT>                       115,760
<APPREC-INCREASE-CURRENT>                      160,243
<NET-CHANGE-FROM-OPS>                          265,038
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        144,114
<NUMBER-OF-SHARES-REDEEMED>                    (2,288)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       1,741,769
<ACCUMULATED-NII-PRIOR>                          (149)
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          (9,531)
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                112,010
<AVERAGE-NET-ASSETS>                         2,005,050
<PER-SHARE-NAV-BEGIN>                            10.04
<PER-SHARE-NII>                                 (0.05)
<PER-SHARE-GAIN-APPREC>                           1.39
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.38
<EXPENSE-RATIO>                                   1.70
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>



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