RCM CAPITAL FUNDS INC
N-30D, 1996-08-29
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<PAGE>
  [LOGO]
 
 GROWTH EQUITY FUND
 
 SEMI-ANNUAL REPORT
 JUNE 30, 1996
<PAGE>


                                RCM GROWTH EQUITY FUND
                     MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE



    The value of an investment in the RCM Growth Equity Fund (the "Fund")
appreciated 10.08% over the six months ended June 30, 1996.  In addition to
registering strong absolute performance for the period, the Fund finished ahead
of the 9.01% return posted by its primary benchmark, the Russell Midcap Index.

    U.S. equities posted strong positive returns in the first half of 1996,
extending the extraordinary gains of the prior year, and surprising many
observers.  Consensus expectations going into the year called for a slowing
economic environment including  low inflation and continued declines in interest
rates.  By early in the second quarter, however, signs of economic re-
acceleration appeared, and inflation fears began to surface.  Despite the
shifting consensus macroeconomic outlook, equity mutual fund cash flows reached
record levels in the first half of 1996, and the market for initial public
offerings exploded.  Stocks of all capitalizations participated in the advance,
although mid cap issues got off to a weak start in the month of January.  The
relative strength of the mid cap sector bottomed in February, however, and the
Russell Midcap Index outperformed the broader large cap market (as measured by
the S&P 500 Stock Index) by 65 basis points in the first quarter.  Mid cap
stocks also registered strong gains early in the second quarter, but the
relative strength of the secondary cap sector versus large cap equities
deteriorated markedly by the end of the first half.  The Russell Midcap Index
lagged  the S&P 500 for the year-to-date through June 30, 1996 by 109 basis
points.  The Fund's performance for the period essentially matched the S&P 500's
and was advantaged by the growth stock focus of RCM Capital Management, L.L.C.
("RCM"), investment manager of the Fund.  Growth investment styles significantly
outperformed value styles in the first half of 1996.

    Industry strategies that were positive contributors to the Fund's relative
performance in the first half included  meaningful overweightings in the strong
communications services industry (7% versus 2% in the Russell Midcap Index) and
in the leisure time products and services group (5% versus 4% in the benchmark).
These  overweightings contributed approximately 80 basis points in relative
performance for the period.  Utilities and basic materials were lagging industry
groups which were underweighted in the Fund, thereby adding to relative
performance.

    On the negative side, overweighting the poorly performing drugs/hospital
supplies and technology services groups hurt the Fund's relative performance in
the first six months of 1996.  The Fund's underweighted positioning in energy
and in general finance also had a negative impact on relative

<PAGE>

performance for the period.  Due to RCM's growth stock orientation, it is
typical for the Fund to have only modest exposure in these sectors.  Although
the Fund's average cash position of about 3% during the first half of 1996 was
at the lower end of its "normal" range, cash had a small negative impact on
relative performance given the rising market environment.

    Stock selection was positive in the technology services area, where the
Fund's holdings were up an aggregate of 18% versus a gain of approximately 2%
for the Russell Midcap Index stocks in this group.  During the first half of
1996, the Fund's major holdings in this industry included CBT Group (+205% total
return during the period), American Management Systems (+80%), Sterling Software
(+54%), and Ceridian (+26%).  Stock selection in the business services group
also made a positive contribution to relative performance, owing to the Fund's
meaningful positions in stocks such as Robert Half (+84%), USA Waste Services
(+92%), G&K Services (+31%), and Reynolds and Reynolds (+72%).

    Although the Fund benefited from overweighting the communications services
group, the contribution from individual stock selection in this group was not
positive, as the aggregate performance of RCM's holdings did not match the
average gain of approximately 22% posted by the Russell Midcap Index stocks in
this industry.  The Fund also experienced modestly negative impacts on relative
performance from issue selection in the electronics/new technology group and the
aerospace industry.

    Going into the second half of 1996, the equity investment environment 
turned quite treacherous.  A series of stronger-than-expected economic 
releases generated fears that the Federal Reserve would be forced into a 
series of rate hikes to keep growth and inflation in tow.  U.S. stocks 
suffered a violent correction in the first few weeks of July.  As is typical, 
the mid and small cap sectors of the market have exhibited more volatility on 
the downside than have the larger cap universes during this corrective phase. 
 RCM acknowledges that volatility in both directions may remain high in the 
near term, but believes that significant longer-term investment opportunities 
continue to exist in quality medium capitalization growth stocks.

                                        Page 2

<PAGE>

RCM GROWTH EQUITY FUND
PERFORMANCE SUMMARY

<TABLE>

_________________________________________________________________________________________________
<S>                                                                                     <S>
$250,000
                                                                                        $206,821
$200,000
                                                                
$150,000
                                                                                        $132,522
$100,000

 $50,000

       0
        -----------------------------------------------------------------------------------------
        1979 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996

               _____ RCM Growth Equity Fund     ===== Russell Midcap Index

</TABLE>


PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

The chart above shows the performance of the RCM Growth Equity Fund since the
Fund's inception versus the Russell Midcap Index.# The chart represents a
cumulative return of 1,968.21%+ for the Fund. The average annual total return
from the Fund's inception was 19.94%*+. The chart assumes a hypothetical $10,000
initial investment in the Fund and reflects all Fund expenses.

AVERAGE ANNUAL TOTAL RETURNS+
JUNE 30, 1996

                             LIFE OF
1 YEAR   5 YEAR    10 YEAR    FUND*
- ------   ------    -------   ------
27.03%   16.37%    14.90%    19.94%

The data above represents past performance of the Fund, and may not be
indicative of future results. The investment return and principal value of an
investment in the Fund will fluctuate, so that shares, when redeemed, may be
worth more or less than their original cost.

- ----------------
#   The Russell Midcap Index is composed of the smallest 800 companies in the
    Russell 1000 Index. The Russell 1000 Index is made up of the 1,000 largest
    companies in the Russell 3000 Index, which is composed of 3,000 large U.S.
    companies by market capitalization and represents approximately 98% of the
    U.S. equity market.
+   Returns assume reinvestment of all dividends and capital gains
    distributions at net asset value.
*   The Fund began operations on November 6, 1979.


                                        Page 3

<PAGE>

                               RCM CAPITAL FUNDS, INC.
                             STOCKHOLDER MEETING RESULTS

A Special Meeting of Stockholders of the RCM Capital Funds, Inc. (the "Company")
was held on Tuesday, May 28, 1996.  The number of shares issued, outstanding and
eligible to vote as of April 18, 1996 (the "Record Date") was 7,110,217.
Present were 5,477,386 shares in person or represented by proxy, or 77.04% of
the shares outstanding on the Record Date.  The matters voted upon by
stockholders and the resulting votes for each matter are presented below:

1.  Each person nominated as a director was elected as set forth below:

                                     For              Withhold
                                  ---------           --------
         Kenneth E. Scott         5,109,781            332,162
         DeWitt F. Bowman         5,245,037            196,905
         Thomas S. Foley          4,910,846            531,097
         Frank P. Greene          5,109,781            332,162
         Pamela A. Farr           5,109,781            332,162
         George G.C. Parker       5,109,781            332,162

2.  An Amendment to the Articles of Incorporation of the Company to reduce the
    par value of the shares of the Company was approved:  For: 4,849,864;
    Against: 517,895; Abstain 74,184.

3.  The selection by the Board of Directors of Coopers & Lybrand L.L.P. as
    independent public accountants for the fiscal year ending December 31, 1996
    was approved:  For: 5,367,761; Against: 0; Abstain: 74,182.

In addition, certain matters were presented to the stockholders of the RCM
Growth Equity Fund (the "Fund") for approval or ratification.  As of the Record
Date, there were 3,852,312 shares of the Fund outstanding and eligible to vote.
At the Special Meeting 2,864,752 shares were present in person or by proxy, or
74.36% of the shares outstanding on the Record Date.  The matters voted upon by
stockholders of the Fund and the resulting votes for each matter are presented
below:

1.  The new Investment Management Agreement between the Company, on behalf of
    the Fund, and RCM Capital Management, L.L.C. was approved:  For: 2,828,176;
    Against: 0; Abstain: 30,389.

2.  Certain revisions to the investment objectives of the Fund were approved:
    For: 2,459,253; Against: 368,909; Abstain: 30,389.

3.  A revision to the fundamental investment policies of the Fund regarding
    investment in companies without a three-year operating history was
    approved.  For: 2,459,253; Against: 368,909; Abstain: 30,389.

4.  A revision to the fundamental investment policies of the Fund regarding
    investment in warrants was approved:  For: 2,459,253; Against: 368,909;
    Abstain: 30,389.


                                        Page 4

<PAGE>

                               RCM GROWTH EQUITY FUND
                       INVESTMENTS IN  SECURITIES AND NET ASSETS
                                    JUNE 30, 1996
                                    (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                           % OF
    SHARES                                EQUITY INVESTMENTS                            NET ASSETS        MARKET VALUE
- --------------         ---------------------------------------------------------        ----------        ------------
<S>                    <C>                                                              <C>               <C>
CONSUMER DURABLES SECTOR                                                                   1.60%

                       OTHER CONSUMER DURABLES                                             1.60%

       365,000         Bemis Co. Inc.                                                                     $  12,775,000
        56,500         Newell Co.                                                                             1,730,313
                                                                                                          -------------
                                                                                                             14,505,313
                                                                                                          -------------

 CONSUMER NON-DURABLES SECTOR                                                             14.58%

                       BEVERAGE AND TOBACCO                                                0.08%

        20,500         Coca Cola Enterprises Inc.                                                               709,813

                       FOOD AND FOOD PROCESSING                                            0.12%

        35,100        Dreyer's Grand Ice Cream Inc.                                                           1,105,650

                      GENERAL RETAIL                                                       4.99%

       130,300         AutoZone Inc.  *                                                                       4,527,925
        20,400         Circuit City  Stores Inc.                                                                736,950
        60,000         Consolidated Stores Corp.  *                                                           2,205,000
        43,925         Dollar General Corp.                                                                   1,284,806
       125,000         Eckerd Corp. *                                                                         2,828,125
        45,000         General Nutrition Cos. Inc. *                                                            787,500
        91,200         Global DirectMail Corp. *                                                              3,602,400
        47,000         Gucci Group N.V.                                                                       3,031,500
        92,300         Hannaford Bros. Co.                                                                    3,011,288
        16,000         Nine West Group Inc.  *                                                                  818,000
       127,500         Nordstrom Inc.                                                                         5,673,750
       330,000         OfficeMax Inc.  *                                                                      7,878,750
        21,300         PETsMART Inc. *                                                                        1,017,075
        65,000         Proffitt's Inc.  *                                                                     2,307,500
       158,800         Saks Holdings Inc. *                                                                   5,419,050
                                                                                                          -------------
                                                                                                             45,129,619
                                                                                                          -------------

                       HOUSEHOLD/RELATED NON-DURABLES                                      1.24%

       619,100         Armor All Products Corp.                                                               9,209,113
        32,500         Revlon Inc. Class A *                                                                    946,563
         9,828         Salton/Maxim Housewares Inc. *                                                            46,683
        35,700         Sola International Inc. *                                                              1,026,375
                                                                                                          -------------
                                                                                                             11,228,734
                                                                                                          -------------

</TABLE>

      The accompanying notes are an integral part of the financial statements.

                                     Page 5

<PAGE>


                               RCM GROWTH EQUITY FUND
                   INVESTMENTS IN  SECURITIES AND NET ASSETS
                                   JUNE 30, 1996
                                    (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                           % OF
    SHARES                                EQUITY INVESTMENTS                            NET ASSETS         MARKET VALUE
- --------------         ---------------------------------------------------------        ----------         ------------
<S>                    <C>                                                              <C>                <C>

                       LEISURE TIME PRODUCTS/SERVICES                                      8.15%

       353,800         Apple South Inc.                                                                    $  9,464,150
       308,400         Doubletree Corp.  *                                                                   10,948,200
       316,500         Harrahs Entertainment *                                                                8,941,125
       168,500         Hasbro Inc.                                                                            6,023,875
     1,508,000         Host Marriott Corp. *                                                                 19,792,500
       107,500         Interstate Hotels Co. *                                                                2,391,875
       175,000         Marriott International Inc.                                                            9,406,250
        13,000         Performance Food Group Inc. *                                                            338,000
       237,400         Planet Hollywood International Inc. *                                                  6,409,800
                                                                                                          -------------
                                                                                                             73,715,775
                                                                                                          -------------

CYCLICAL/CAPITAL GOODS SECTOR                                                             13.13%

                       AEROSPACE/DEFENSE                                                   3.41%

       733,200         Sundstrand Corp.                                                                      26,853,450
       225,000         Wyman-Gordon Co. *                                                                     3,993,750
                                                                                                          -------------
                                                                                                             30,847,200
                                                                                                          -------------

                       BUILDING AND CONSTRUCTION                                           1.79%

       220,000         Michael Baker Corp.  *                                                                 1,196,250
       146,700         Foster Wheeler Corp.                                                                   6,583,163
       239,000         Jacobs Engineering Group Inc. *                                                        6,303,625
        40,000         York International Corp.                                                               2,070,000
                                                                                                          -------------
                                                                                                             16,153,038
                                                                                                          -------------

                       CHEMICALS AND TEXTILES                                              0.50%

        25,000         Cytec Industries Inc. *                                                                2,137,500
        35,000         Geon Co.                                                                                 787,500
        25,000         Rohm & Haas Co.                                                                        1,568,750
                                                                                                          -------------
                                                                                                              4,493,750
                                                                                                          -------------

                       ELECTRICAL EQUIPMENT                                                0.41%

        31,000         Hubbell Inc. Class B                                                                   2,053,750
        23,500         Raychem Corp.                                                                          1,689,063
                                                                                                          -------------
                                                                                                              3,742,813
                                                                                                          -------------

</TABLE>

   The accompanying notes are an integral part of the financial statements.


                                 Page 6

<PAGE>


                        RCM GROWTH EQUITY FUND
              INVESTMENTS IN  SECURITIES AND NET ASSETS
                            JUNE 30, 1996
                             (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                           % OF
    SHARES                                EQUITY INVESTMENTS                            NET ASSETS         MARKET VALUE
- --------------         ---------------------------------------------------------        ----------         ------------
<S>                    <C>                                                              <C>                <C>

                       INDUSTRIAL EQUIPMENT                                                2.59%

       150,000         Applied Power Inc. Class A                                                          $  4,200,000
       439,500         Duriron Co. Inc.                                                                      10,548,000
        48,700         Kennametal Inc.                                                                        1,655,800
       171,000         Tyco International Ltd.                                                                6,968,250
                                                                                                          -------------
                                                                                                             23,372,050
                                                                                                          -------------

                       RAW AND BASIC MATERIALS                                             2.41%

       362,000         Commercial Metals Co.                                                                 12,036,500
       233,500         UCAR International Inc. *                                                              9,719,438
                                                                                                          -------------
                                                                                                             21,755,938
                                                                                                          -------------

                       TRANSPORTATION SERVICES                                             2.02%

       260,000         Expeditors International of Washington Inc.                                            8,060,000
       193,000         Southwest Airlines Co.                                                                 5,621,125
        82,500         Swift Transportation Co. Inc.  *                                                       1,577,813
        60,000         USFreightways Corp.                                                                    1,170,000
        70,000         Werner Enterprises Inc.                                                                1,820,000
                                                                                                          -------------
                                                                                                             18,248,938
                                                                                                          -------------
 ENERGY SECTOR                                                                             3.07%

                       OIL AND RELATED SERVICES                                            3.07%

       298,700         BJ Services Co.  *                                                                    10,491,838
       140,000         Barrett Resources Corp.  *                                                             4,165,000
       137,500         Camco International Inc.                                                               4,657,813
       212,000         Forcenergy Gas Exploration Inc. *                                                      4,001,500
       117,500         Noble Affiliates Inc.                                                                  4,435,625
                                                                                                          -------------
                                                                                                             27,751,776
                                                                                                          -------------

HEALTHCARE SECTOR                                                                         14.70%

                       DRUGS & HOSPITAL SERVICES                                           6.31%

        29,000         Amgen Inc. *                                                                           1,566,000
        53,000         Anesta Corp.  *                                                                          649,250
       206,000         Arrow International Inc.                                                               5,562,000
        76,900         Autoimmune Inc.  *                                                                       720,938
        17,000         Biogen Inc. *                                                                            922,250
        69,100         Boston Scientific Corp.  *                                                             3,109,500


</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                 Page 7

<PAGE>

                         RCM GROWTH EQUITY FUND
              INVESTMENTS IN  SECURITIES AND NET ASSETS
                              JUNE 30, 1996
                               (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                           % OF
    SHARES                                EQUITY INVESTMENTS                            NET ASSETS         MARKET VALUE
- --------------         ---------------------------------------------------------        ----------         ------------
<S>                    <C>                                                              <C>                <C>

                       DRUGS & HOSPITAL SERVICES
                       (CONTINUED)

       289,000         Centocor Inc. *                                                                     $  8,633,875
       125,000         Cyberonics Inc.  *                                                                       750,000
        29,500         Forest Laboratories Inc.  *                                                            1,139,438
       173,514         Guidant Corp.                                                                          8,545,565
        29,400         ImmuLogic Pharmaceutical Corp.  *                                                        268,275
        22,900         Synthelabo                                                                             1,936,679
        68,200         Nellcor Puritan Bennett Inc.  *                                                        3,307,700
       100,000         Physio-Control International Corp. *                                                   1,762,500
        96,000         Respironics Inc. *                                                                     1,776,000
        51,900         Sepracor Inc.  *                                                                         778,500
        81,000         Sofamor/Danek Group Inc. *                                                             2,247,750
        94,900         Thermolase Corp. *                                                                     2,586,025
         7,000         Thermedics Inc. *                                                                        175,000
       312,000         VISX Inc. *                                                                           10,647,000
                                                                                                          -------------
                                                                                                             57,084,245
                                                                                                          -------------

                       HEALTH CARE SERVICES                                                8.39%

        15,000         Aetna Life & Casualty Co.                                                              1,072,500
       105,000         American Medical Response Inc. *                                                       3,701,250
        62,100         AmeriSource Health Corp. *                                                             2,064,825
       327,000         Apria Healthcare Group Inc. *                                                         10,259,625
       107,000         Arbor Health Care Co.  *                                                               2,915,750
       109,100         CIMA Labs Inc. *                                                                         818,250
        37,400         Community Health Systems Inc.  *                                                       1,935,450
       120,000         Genesis Health Ventures Inc. *                                                         3,765,000
       444,200         Health Care & Retirement Corp.  *                                                     10,549,750
        47,700         Health Systems International Inc. Class A *                                            1,293,863
        52,000         Healthsource Inc.  *                                                                     910,000
       357,500         Maxicare Health Plans Inc. *                                                           6,747,813
        24,700         Orthodontic Centers of America Inc. *                                                    654,550
        30,100         Oxford Health Plans Inc. *                                                             1,237,863
        23,100         Pacificare Health Systems Inc. Class A *                                               1,524,600
        18,000         PhyCor Inc.  *                                                                           684,000
       113,800         Renal Treatment Centers Inc.  *                                                        3,271,750
       166,400         RoTech Medical Corp.  *                                                                3,244,800
        27,900         Service Corp International                                                             1,604,250
        55,000         Sunquest Information Systems Inc. *                                                      825,000
         5,000         Total Renal Care Holdings Inc. *                                                         211,250
        32,000         Universal Health Services Inc., Class  B *                                               836,000


</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                  Page 8

<PAGE>


                          RCM GROWTH EQUITY FUND
                INVESTMENTS IN  SECURITIES AND NET ASSETS
                              JUNE 30, 1996
                               (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                           % OF
    SHARES                                EQUITY INVESTMENTS                            NET ASSETS         MARKET VALUE
- --------------         ---------------------------------------------------------        ----------         ------------
<S>                    <C>                                                              <C>                <C>

                       HEALTH CARE SERVICES
                       (CONTINUED)

       477,700         Vivra Inc.  *                                                                       $ 15,704,388
                                                                                                          -------------
                                                                                                             75,832,527
                                                                                                          -------------
 INTEREST SENSITIVE SECTOR                                                                 6.39%

                       BANKING                                                             2.73%

       264,000         Community First Bankshares Inc.                                                        6,204,000
        45,500         Compass Bancshares Inc.                                                                1,490,125
        34,000         First American Corp. of Tennessee                                                      1,432,250
        59,100         First Security Corp.                                                                   1,418,400
        31,900         Firstar Corp.                                                                          1,471,388
        63,900         North Fork Bancorporation Inc.                                                         1,669,388
       145,600         WestAmerica Bancorporation                                                             7,316,400
        50,000         Zions Bancorp                                                                          3,637,500
                                                                                                          -------------
                                                                                                             24,639,451
                                                                                                          -------------
                       GENERAL FINANCE                                                     1.91%

        64,500         AMRESCO Inc. *                                                                         1,104,563
        47,950         Charter One Financial Inc.                                                             1,672,256
       190,000         Credit Acceptance Corp. *                                                              3,990,000
        17,500         First Financial Corp.                                                                    393,750
        18,000         First USA Inc.                                                                           990,000
         2,500         Household Int'l Inc.                                                                     190,000
       210,000         The Money Store Inc.                                                                   4,646,250
       129,850         TCF Financial Corp.                                                                    4,317,513
                                                                                                          -------------
                                                                                                             17,304,332
                                                                                                          -------------
                       INSURANCE                                                           1.75%

        20,600         Ace Ltd.                                                                                 968,200
        35,800         Allied Group Inc                                                                       1,557,300
        55,950         Executive Risk Inc.                                                                    2,140,088
        36,500         MMI Companies Inc.                                                                     1,126,938
        24,100         PMI Group Inc.                                                                         1,024,250
       107,600         Transatlantic Holdings Inc.                                                            7,545,450
        29,200         Trenwick Group Inc.                                                                    1,460,000
                                                                                                          -------------
                                                                                                             15,822,226
                                                                                                          -------------

</TABLE>
    The accompanying notes are an integral part of the financial statements.


                               Page 9

<PAGE>


                        RCM GROWTH EQUITY FUND
              INVESTMENTS IN  SECURITIES AND NET ASSETS
                           JUNE 30, 1996
                            (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                           % OF
    SHARES                                EQUITY INVESTMENTS                            NET ASSETS         MARKET VALUE
- --------------         ---------------------------------------------------------        ----------         ------------
<S>                    <C>                                                              <C>                <C>

SERVICES/MEDIA SECTOR                                                                     17.67%

                       BUSINESS AND FOOD SERVICES                                          9.66%

        84,000         AccuStaff Inc. *                                                                    $  2,289,000
        68,200         Alco Standard Corp.                                                                    3,086,050
       332,500         Avery Dennison Corp.                                                                  18,245,938
        75,000         CUC International Inc. *                                                               2,662,500
       194,100         Danka Business Systems PLC  (Sponsored ADR)                                            5,677,425
       383,000         G & K Services Inc. Class A                                                           10,915,500
        45,500         Manpower Inc.                                                                          1,785,875
       291,000         Olsten Corp.                                                                           8,548,125
       105,700         Reynolds & Reynolds Co. Class A                                                        5,628,525
        98,700         Robert Half International Inc.  *                                                      2,751,263
       222,500         Tetra Tech Inc. *                                                                      4,450,000
        77,500         USA Waste Services Inc. *                                                              2,295,938
        90,200         United Waste Systems Inc.  *                                                           2,908,950
       130,000         Unitog Co.                                                                             3,672,500
       207,000         Wallace Computer Services Inc.                                                        12,368,250
                                                                                                          -------------
                                                                                                             87,285,839
                                                                                                          -------------

                       COMMUNICATION SERVICES                                              5.96%

       283,500         American Mobile Satellite Corp. *                                                      4,394,250
       107,000         CommNet Cellular Inc.  *                                                               3,210,000
       227,800         Frontier Corp.                                                                         6,976,375
       119,000         LCI International Inc.  *                                                              3,733,625
       368,300         MFS Communications Inc.  *                                                            13,857,288
        15,000         MFS Communications Inc. DECS                                                             952,500
                        (representing Series A 8% convertible preferred stock)
        40,000         McLeod Inc. *                                                                            960,000
        92,000         Orbital Sciences Corp.  *                                                              1,495,000
       217,100         Tel-Save Holdings Inc. *                                                               4,613,375
        61,000         Teleport Communications Group Inc. *                                                   1,166,625
       105,000         Vanguard Cellular Systems Inc. Class A *                                               2,283,750
       185,500         WorldCom Inc. *                                                                       10,272,063
                                                                                                          -------------
                                                                                                             53,914,851
                                                                                                          -------------
                       MEDIA SERVICES                                                      2.05%

        62,500         A. H. Belo Corp.  Series A                                                             2,328,125
        40,000         CableVision Systems Corp. Class A  *                                                   1,850,000
        17,500         Central European Media Entertainment Ltd. Class A  *                                     437,500
       100,000         Comcast UK Cable Partners Ltd. *                                                       1,275,000


</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                 Page 10

<PAGE>


                           RCM GROWTH EQUITY FUND
                INVESTMENTS IN  SECURITIES AND NET ASSETS
                               JUNE 30, 1996
                                (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                           % OF
    SHARES                                EQUITY INVESTMENTS                            NET ASSETS         MARKET VALUE
- --------------         ---------------------------------------------------------        ----------         ------------
<S>                    <C>                                                              <C>                <C>

                       MEDIA SERVICES (CONTINUED)

        83,000         Comcast Corp Special Class A                                                       $   1,535,500
        35,000         Gartner Group Inc. Class A  *                                                          1,281,875
        52,000         Harcourt General Inc.                                                                  2,600,000
        55,000         Heritage Media Corp. Class A  *                                                        2,193,125
       260,000         Metromedia Int'l Group Inc. *                                                          2,919,005
        65,000         Renaissance Communications Corp. *                                                     2,096,250
                                                                                                          -------------
                                                                                                             18,516,380
                                                                                                          -------------

TECHNOLOGY SECTOR                                                                         24.69%

                       COMPUTERS AND OFFICE EQUIPMENT                                      2.00%

       419,500         Black Box Corp.  *                                                                     9,963,125
        39,000         CompUSA Inc. *                                                                         1,330,875
        20,000         Comverse Technology Inc. *                                                               610,000
        52,500         Digital Equipment Corp. *                                                              2,362,500
        39,000         E M C Corp. *                                                                            726,375
       212,000         Quantum Corp. *                                                                        3,100,500
                                                                                                          -------------
                                                                                                             18,093,375
                                                                                                          -------------

                       ELECTRONICS AND NEW TECHNOLOGY                                     12.79%

        84,700         ASE Test Limited *                                                                       984,638
         3,500         Allen Group Inc. *                                                                        76,125
       106,000         Altera Corp. *                                                                         4,028,000
       160,000         Altron Inc. *                                                                          3,240,000
       448,300         Analog Devices Inc.  *                                                                11,431,650
       128,500         Cabletron Systems Inc.  *                                                              8,818,337
        24,900         Ericsson LM Telephone Co.  (Sponsored ADR)                                               535,350
        87,800         Glenayre Technologies Inc. *                                                           4,390,000
       265,000         Kent Electronics Corp.  *                                                              8,281,250
         6,000         LSI Logic Corp.  *                                                                       156,000
       228,000         Maxim Integrated Products Inc.  *                                                      6,227,250
        75,000         Microchip Technology Inc.  *                                                           1,856,250
       209,000         Molex Inc. Class A                                                                     6,139,375
       292,300         Network Equipment Technologies Inc.  *                                                 6,211,375
       760,400         Network General Corp.  *                                                              16,348,600
        55,900         Newbridge Networks Corp. *                                                             3,661,450
        78,000         Nokia Corp. (Sponsored ADR A)                                                          2,886,000
        34,000         QUALCOMM Inc. *                                                                        1,806,250
        18,000         SGS Thomson Microelectronics N.V. (ADR) *                                                645,750

</TABLE>

    The accompanying notes are an integral part of the financial statements.


                             Page 11

<PAGE>


                       RCM GROWTH EQUITY FUND
            INVESTMENTS IN  SECURITIES AND NET ASSETS
                           JUNE 30, 1996
                            (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                           % OF
    SHARES                                EQUITY INVESTMENTS                            NET ASSETS         MARKET VALUE
- --------------         ---------------------------------------------------------        ----------         ------------
<S>                    <C>                                                              <C>                <C>

                       ELECTRONICS AND NEW TECHNOLOGY (CONTINUED)

       234,500         Sanmina Corp.  *                                                                    $  6,331,500
        90,000         StrataCom Inc. *                                                                       5,062,500
       126,000         Thermo Electron Corp.                                                                  5,244,750
        72,000         3Com Corp. *                                                                           3,294,000
        44,000         Uniphase Corp. *                                                                       1,562,000
       202,900         Xilink Inc. *                                                                          6,442,075
                                                                                                          -------------
                                                                                                            115,660,475
                                                                                                          -------------

                       TECHNOLOGY SERVICES                                                 9.90%

        12,000         America Online Inc. *                                                                    525,000
       157,000         American Management Systems Inc.  *                                                    4,592,250
        10,100         Aspen Technologies Inc.  *                                                               555,500
       187,000         BISYS Group Inc.  *                                                                    7,059,250
        47,400         CBT Group PLC  (Sponsored ADR) *                                                       2,192,250
       182,000         Ceridian Corp.  *                                                                      9,191,000
        44,000         Citrix Systems Inc. *                                                                  1,672,000
        43,400         Computer Sciences Corp.  *                                                             3,244,150
       108,000         Electronics Arts Inc. *                                                                2,889,000
       148,300         FileNet Corp.  *                                                                       5,412,950
        52,500         Gemstar International Group Ltd. *                                                     1,575,000
       465,400         Informix Corp. *                                                                      10,471,500
        13,000         Integrated Systems Inc. *                                                                520,813
       271,500         Medaphis Corp. *                                                                      10,792,125
        64,100         National Data Corp.                                                                    2,195,425
        69,000         NETCOM On-line Communications Services Inc.   *                                        1,863,000
        20,000         Netscape Communications Corp. *                                                        1,245,000
       151,500         PMT Services Inc.  *                                                                   4,336,688
        23,100         Siebel Systems Inc. *                                                                    561,146
        31,240         Sierra On-Line Inc. *                                                                  1,370,655
       136,900         Sterling Software Inc.  *                                                             10,541,300
        12,500         Wind River Systems Inc. *                                                                431,250
       331,000         Wonderware Corp. *                                                                     6,247,625
                                                                                                          -------------
                                                                                                             89,484,877
                                                                                                          -------------
TOTAL EQUITY INVESTMENTS
(COST $730,018,400)                                                                       95.83%            866,398,985
                                                                                                          -------------

</TABLE>

   The accompanying notes are an integral part of the financial statements.


                            Page 12

<PAGE>

                      RCM GROWTH EQUITY FUND
             INVESTMENTS IN SECURITIES AND NET ASSETS
                          JUNE 30, 1996
                            (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                           % OF
    SHARES                                EQUITY INVESTMENTS                            NET ASSETS         MARKET VALUE
- --------------         ---------------------------------------------------------        ----------         ------------
<S>                    <C>                                                              <C>                <C>

SHORT-TERM INVESTMENTS

                      MONEY MARKET FUNDS                                                   1.76%

    15,931,503        Seven Seas Series Money Market Fund                                                  $ 15,931,503

   PRINCIPAL          COMMERCIAL PAPER                                                     2.76%
   ---------
    15,000,000        Ford Motor Credit Company
                       5.34% maturing 7/15/96                                                                14,968,850
    10,000,000        General Electric Capital Corp.
                       5.32% maturing 7/8/96                                                                  9,989,656
                                                                                                          -------------
                                                                                                             24,958,506
                                                                                                          -------------

TOTAL SHORT-TERM INVESTMENTS
(COST $40,890,009)                                                                         4.52%             40,890,009
                                                                                                          -------------

TOTAL INVESTMENTS (COST $770,908,409)**                                                  100.35%            907,288,994

                      OTHER ASSETS LESS LIABILITIES                                       -0.35%             (3,167,790)
                                                                                                          -------------
                      NET ASSETS                                                         100.00%          $ 904,121,204
                                                                                                          -------------
                                                                                                          -------------
</TABLE>

- -----------------
 *  Non income-producing security.

**  For Federal income tax purposes, cost is $772,645,023 and unrealized 
    appreciation (depreciation) of equity securities is as follows:

        Unrealized appreciation                               $164,423,363
        Unrealized depreciation                                (29,779,392)
                                                              ------------
        Net unrealized appreciation                           $134,643,971
                                                              ------------
                                                              ------------


    The accompanying notes are an integral part of the financial statements.


                                 Page 13

<PAGE>

                             RCM GROWTH EQUITY FUND
                       STATEMENT OF ASSETS AND LIABILITIES
                                  JUNE 30, 1996
                                   (UNAUDITED)

<TABLE>

<S>                                                                            <C>
ASSETS:
     Investments in securities, at value (cost $770,908,409) (Note 1)          $  907,288,994
     Foreign currency, at value (cost $276)                                               271
     Receivable for securities sold                                                28,609,373
     Receivable for Fund shares sold                                                3,915,536
     Dividends receivable                                                             215,196
     Interest receivable                                                              123,900
     Other receivables                                                                 54,377
                                                                               --------------
           Total Assets                                                           940,207,647
                                                                               --------------

LIABILITIES:
     Payable for securities purchased                                              33,933,020
     Payable for investment management fees (Note 4)                                2,101,699
     Payable for custodian fees                                                        27,524
     Payable for Fund shares repurchased                                               24,200
                                                                               --------------
           Total Liabilities                                                       36,086,443
                                                                               --------------
NET ASSETS                                                                     $  904,121,204
                                                                               --------------
                                                                               --------------


NET ASSET VALUE PER SHARE
     ($904,121,204 DIVIDED BY 89,997,291 shares outstanding)                   $        10.05
                                                                               --------------
                                                                               --------------


NET ASSETS CONSIST OF:
     Paid in capital                                                           $  457,470,785
     Accumulated net investment loss                                                 (730,144)
     Accumulated net realized gain on investments and foreign
           currency transactions                                                  310,988,419
     Net unrealized appreciation on foreign currency transactions                      11,559
     Net unrealized appreciation on investments                                   136,380,585
                                                                               --------------
NET ASSETS                                                                     $  904,121,204
                                                                               --------------
                                                                               --------------

</TABLE>

   The accompanying notes are an integral part of the financial statements.


                                   Page 14

<PAGE>

                                RCM GROWTH EQUITY FUND
                               STATEMENT OF OPERATIONS
                        FOR THE SIX MONTHS ENDED JUNE 30, 1996
                                     (UNAUDITED)


<TABLE>

<S>                                                                    <C>
INVESTMENT INCOME:
    Income:
        Dividends (net of foreign withholding tax of $6,063)            $     2,898,284
        Interest                                                              1,235,811
                                                                       ---------------
             Total income                                                     4,134,095
                                                                       ---------------
    Expenses:

        Investment management fees (Note 4)                                   4,848,270
        Custodian fees                                                           65,042
        Miscellaneous expenses                                                      800
                                                                       ---------------
             Total expenses                                                   4,914,112
                                                                       ---------------


                  Net investment loss                                          (780,017)
                                                                       ---------------



NET REALIZED AND UNREALIZED GAIN (LOSS):
    Net realized gain on investments                                        244,234,197
    Net realized loss on foreign currency transactions                          (90,904)
                                                                       ---------------
        Net realized gain during the period                                 244,143,293
                                                                       ---------------

    Net unrealized appreciation on foreign currency transactions                 58,323
    Net unrealized depreciation on investments                             (129,109,738)
                                                                       ---------------
        Net unrealized depreciation during the period                      (129,051,415)
                                                                       ---------------

             Net realized and unrealized gain                                115,091,878
                                                                       ---------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                    $   114,311,861
                                                                       ---------------
                                                                       ---------------

</TABLE>

   The accompanying notes are an integral part of the financial statements.


                                   Page 15

<PAGE>

                                RCM GROWTH EQUITY FUND
                         STATEMENTS OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>

                                                            Six months ended
                                                              June 30, 1996           Year ended
                                                                (Unaudited)        December 31, 1995
                                                            ----------------       -----------------
<S>                                                        <C>                    <C>
OPERATIONS:
     Net investment income (loss)                             $    (780,017)         $   3,246,152
     Net realized gain on investments and
          foreign currency transactions                         244,143,293            280,992,471
     Net unrealized appreciation (depreciation) on
          investments and foreign currency transactions        (129,051,415)           152,170,790
                                                              -------------          -------------
     Net increase in net assets resulting from
          operations                                            114,311,861            436,409,413


DISTRIBUTIONS TO SHAREHOLDERS FROM:  (NOTE 1)
     Net investment income                                                -             (3,221,602)
     Net realized gain on investments                                     -           (203,938,943)


NET DECREASE FROM CAPITAL SHARES
     TRANSACTIONS (NOTE 2)                                     (535,481,143)          (269,044,478)
                                                              -------------          -------------

NET DECREASE IN NET ASSETS                                     (421,169,282)           (39,795,610)


NET ASSETS:
     Beginning of period                                      1,325,290,486          1,365,086,096
                                                              -------------          -------------
     End of period                                           $  904,121,204         $1,325,290,486
                                                              -------------          -------------
                                                              -------------          -------------


</TABLE>

   The accompanying notes are an integral part of the financial statements.


                                   Page 16

<PAGE>

                           RCM GROWTH EQUITY FUND
                            FINANCIAL HIGHLIGHTS

Selected data for each share of capital stock outstanding for the ten years 
ended December 31, 1995 and the six months ended June 30, 1996 are as follows:


<TABLE>
<CAPTION>


                                     Six months ended                            Year Ended December 31,
                                      June 30, 1996    ----------------------------------------------------------------------------
                                      (Unaudited)(a)    1995    1994    1993    1992     1991   1990    1989    1988   1987  1986(b)
                                     ---------------   ------  -----   -----   -----    -----  -----   -----   -----  -----  ------
<S>                                  <C>               <C>     <C>     <C>     <C>      <C>    <C>     <C>     <C>    <C>    <C>
PER SHARE OPERATING PERFORMANCE: (c)

  Net asset value, beginning of 
    period                                $9.13         $7.89  $10.42  $10.97  $11.54   $8.49  $9.12   $8.00   $7.09  $8.30  $8.47
                                       --------        ------  ------  ------  ------  ------  -----   -----   -----  -----  -----
  Net investment income (loss)            (0.01)         0.02    0.03    0.04    0.07    0.09   0.15    0.16    0.11   0.07   0.06
  Net realized and unrealized gain
    (loss) on investments                  0.93          2.66    0.01    1.08    0.71    3.93  (0.53)   1.98    1.36   0.82   0.72
                                       --------        ------  ------  ------  ------  ------  -----   -----   -----  -----  -----
  Net increase (decrease) in net
    asset value resulting from
    investment operations                  0.92          2.68    0.04    1.12    0.78    4.02  (0.38)   2.14    1.47   0.89   0.78
                                       --------        ------  ------  ------  ------  ------  -----   -----   -----  -----  -----
    
  Distributions:
    Net investment income                 (0.00)        (0.02)  (0.03)  (0.04)  (0.07)  (0.09) (0.17)  (0.16)  (0.12) (0.16) (0.16)
    Net realized gain on investments      (0.00)        (1.42)  (2.54)  (1.63)  (1.28)  (0.88) (0.08)  (0.86)  (0.44) (1.94) (0.79)
                                       --------        ------  ------  ------  ------  ------  -----   -----   -----  -----  -----
      Total distributions                 (0.00)        (1.44)  (2.57)  (1.67)  (1.35)  (0.97) (0.25)  (1.02)  (0.56) (2.10) (0.95)
                                       --------        ------  ------  ------  ------  ------  -----   -----   -----  -----  -----

NET ASSET VALUE, END OF PERIOD           $10.05         $9.13   $7.89  $10.42  $10.97  $11.54  $8.49   $9.12   $8.00  $7.09  $8.30
                                       --------        ------  ------  ------  ------  ------  -----   -----   -----  -----  -----
                                       --------        ------  ------  ------  ------  ------  -----   -----   -----  -----  -----

TOTAL RETURN (d)                          10.08%        34.53%   0.76%  10.72%   7.03%  48.23% (4.12%) 26.87%  20.86% 10.97%  9.33%
                                       --------        ------  ------  ------  ------  ------  -----   -----   -----  -----  -----
                                       --------        ------  ------  ------  ------  ------  -----   -----   -----  -----  -----

RATIOS AND SUPPLEMENTAL DATA:

Average commission rate paid 
  per share                            $0.05747      $0.05801      -       -       -      -       -      -       -       -     -
                                       --------      --------
                                       --------      --------

Net assets, end of period 
  (in millions)                            $904        $1,325  $1,365  $2,049  $2,122  $2,138  $1,300  $1,284   $964   $553   $461
                                       --------        ------  ------  ------  ------  ------  -----   -----   -----  -----  -----
                                       --------        ------  ------  ------  ------  ------  -----   -----   -----  -----  -----

Ratio of expenses to average net 
  assets                                    0.9%(e)       0.8%    0.8%    0.8%    0.8%    0.7%    0.8%    0.7%   0.7%   0.8%   0.7%
                                       --------        ------  ------  ------  ------  ------  -----   -----   -----  -----  -----
                                       --------        ------  ------  ------  ------  ------  -----   -----   -----  -----  -----

Ratio of net investment income to
  average net assets                        (0.1)%(e)     0.2%    0.2%    0.3%    0.6%    0.9%    1.8%    1.8%   1.8%   0.9%   1.3%
                                       --------        ------  ------  ------  ------  ------  -----   -----   -----  -----  -----
                                       --------        ------  ------  ------  ------  ------  -----   -----   -----  -----  -----

Portfolio turnover                          50.3%(f)     96.5%  111.1%   67.0%   56.8%   62.7%   50.0%   70.8%  64.7%  79.9%  78.2%
                                       --------        ------  ------  ------  ------  ------  -----   -----   -----  -----  -----
                                       --------        ------  ------  ------  ------  ------  -----   -----   -----  -----  -----


</TABLE>
- -----------------
(a) On June 14, 1996, RCM Capital Management, L.L.C. became the investment 
    manager (see Note 4).
(b) On July 9, 1986, RCM Capital Management, the successor to the business 
    and operations of Rosenberg Capital Management, became the investment 
    manager.
(c) Stock split 25:1 at the close of business on June 17, 1996 (see Note 2). 
    All prior period per share amounts were restated to reflect the stock 
    split.
(d) Total return measures the change in value of an investment over the 
    period indicated.
(e) Annualized.
(f) Not annualized.



  The accompanying notes are an integral part of the financial statements.


                                   Page 17
<PAGE>

                             RCM GROWTH EQUITY FUND
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1996
                                   (UNAUDITED)

1.   SIGNIFICANT ACCOUNTING POLICIES

     RCM Growth Equity Fund (the "Fund") is a diversified series of RCM Capital
     Funds, Inc. (the "Company").  The Company is organized as a Maryland
     corporation and is registered under the Investment Company Act of 1940, as
     amended, as an open-end management investment company.

     The following is a summary of significant accounting policies consistently
     followed by the Fund in the preparation of its financial statements.  The
     policies are in conformity with generally accepted accounting principles
     which require management to make estimates and assumptions that affect the
     reported amount of assets and liabilities.

     a.   SECURITIES VALUATIONS:

     Investment securities are stated at fair market value.  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.  If there has been no sale on such day, then 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 the Board of
     Directors of the Company in good faith deems appropriate to reflect its
     fair market value.  Readily marketable securities traded only in the over-
     the-counter market that are not listed on the National Association of
     Securities Dealers, Inc. Automated Quotation System or similar foreign
     reporting service will be valued at the mean bid price, or such other
     comparable sources as the Board of Directors of the Company deems
     appropriate to reflect their fair market value.  Other portfolio securities
     held by the Fund 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 the Board of Directors of the Company in good faith deems
     appropriate to reflect their fair market value.

     Short-term investments with a maturity of 60 days or less are valued at
     amortized cost, which approximates market value.

     b.   SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME:

     Security transactions are recorded as of the date of purchase or sale.
     Realized gains and losses on security transactions are determined on
     identified cost basis for both financial statement and federal income tax
     purposes.  Interest income, foreign taxes and expenses are accrued daily.

     c.   FOREIGN CURRENCY TRANSLATIONS:

     The records of the Fund are maintained in U.S. dollars.  Foreign
     currencies, investments and other assets and liabilities are translated
     into U.S. dollars at current exchange rates.  Purchases and sales of
     foreign securities and income and withholding taxes are translated on the
     respective dates of such transactions.  Net realized currency gains and
     losses include foreign currency gains and losses between trade date and
     settlement date, sales and foreign currency transactions.  The Fund does
     not isolate that portion of foreign currency exchange fluctuation on
     investments from unrealized appreciation and depreciation which arises from
     changes in market prices.  Such fluctuations are included with the net
     unrealized appreciation or  depreciation on investments.


                                     Page 18

<PAGE>

                             RCM GROWTH EQUITY FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 1996
                                   (UNAUDITED)

1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     d.   FEDERAL INCOME TAXES:

     It is the policy of the Fund to comply with the requirements for
     qualification as a "regulated investment company" under the Internal
     Revenue Code of 1986, as amended (the "Code").  It is also the intention of
     the Fund to make distributions sufficient to avoid imposition of any excise
     tax under Section 4982 of the Code.  Therefore, no provision has been made
     for Federal or excise taxes on income and capital gains.

     e.   DISTRIBUTIONS:

     Distributions to shareholders are recorded by the Fund on the ex-dividend
     date.  Income and capital gain distributions are determined in accordance
     with Federal income tax regulations which may differ from generally
     accepted accounting principles.  These differences are primarily due to
     differing treatments of income and gains on various investment securities
     held by the Fund and timing differences.

2.   CAPITAL SHARES

     At June 30, 1996, there were 1,000,000,000 shares of the Company's common
     stock authorized, at $0.0001 par value.  Of this amount, 300,000,000 were
     classified as shares of the Fund; 100,000,000 were classified as shares of
     RCM Small Cap Fund; 100,000,000 were classified as shares of RCM
     International Growth Equity Fund A; and 500,000,000 shares remain
     unclassified. As of the close of business on June 17, 1996, each
     outstanding share of capital stock of the Fund was split into 25 shares of
     capital stock, resulting in 91,056,470 outstanding shares of capital stock
     of the Fund.  Transactions in capital shares for the Fund shown below were
     retroactively restated to reflect the stock split:

                           CAPITAL SHARE TRANSACTIONS


                                                 Six months ended June 30, 1996
                                                          (Unaudited)
                                              ---------------------------------
                                                  Shares              Amount
                                              --------------   ---------------
     Shares sold                                  1,439,775     $   13,899,937
     Shares repurchased                         (56,613,102)      (549,381,080)
                                                -----------     --------------
     Net decrease                               (55,173,327)    $ (535,481,143)
                                                -----------     --------------
                                                -----------     --------------


                                                 Year ended December 31, 1995
                                              --------------------------------
                                                  Shares              Amount
                                              --------------   ---------------
     Shares sold                                 9,295,000     $    87,032,923
     Shares issued in connection with
       reinvestment of distributions            23,031,575         203,424,163
     Shares repurchased                       (60,117,757)       (559,501,564)
                                              -----------     ---------------
     Net decrease                             (27,791,182)    $  (269,044,478)
                                              --------------   ---------------
                                              --------------   ---------------


                                     Page 19
<PAGE>

                             RCM GROWTH EQUITY FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 1996
                                   (UNAUDITED)

2.   CAPITAL SHARES (CONTINUED)

     At June 30, 1996, four shareholders held more than 5% of the outstanding
     shares of the Fund individually and 43% in aggregate.

3.   PURCHASES AND SALES OF SECURITIES

     Purchases and sales proceeds of investment securities by the Fund,
     excluding short-term securities, aggregated $522,722,759 and
     $1,057,654,799, respectively, for the six months ended June 30, 1996.

4.   TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

     On June 14, 1996, all of the outstanding general and limited partnership
     interests in the Fund's investment manager, RCM Capital Management, a
     California Limited Partnership ("Old RCM"), were acquired by RCM Capital
     Management, L.L.C. ("RCM"), a wholly owned subsidiary of Dresdner Bank AG,
     an international banking organization headquartered in Frankfurt, Germany.
     Because the transaction may have constituted an "assignment" of the Fund's
     management agreement with Old RCM under the Investment Company Act of 1940,
     and thus a termination of such management agreement, the Fund sought and
     obtained prior approval of a new management agreement from the Company's
     Board of Directors and from the Fund's stockholders at a special meeting of
     stockholders of the Company held on May 28, 1996. The terms of the new
     management agreement are substantially the same as those of the previous
     management agreement.

     RCM manages the Fund's investments and provides various administrative
     services, subject to the authority of the Board of Directors.  The Fund
     paid investment management fees quarterly to RCM at a rate of 3/16 of 1%
     (approximately 3/4 of 1% on an annual basis) of the average net assets of
     the Fund during the preceding quarter.  For the six months ended June 30,
     1996, the Fund paid investment management fees aggregated $4,848,270.  As
     discussed above, the stockholders approved a new investment management
     agreement between the Company, on behalf of the Fund, and RCM.  Pursuant to
     this new investment management agreement, the Fund pays investment
     management fees monthly at an annualized rate of 0.75% of the Fund's
     average daily net assets beginning July 1, 1996.

     The RCM Capital Management Profit Sharing Plan, participation in which is
     limited to employees of RCM, owned 328,672 shares of the Fund on June 30,
     1996.



                                    Page 20



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