UNITED SERVICES FUNDS
497, 1995-12-06
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[GRAPHIC: United Services Funds logo]

                               SHAREHOLDER REPORT     

Published for the shareholders of United Services               4th Quarter 1995
- --------------------------------------------------------------------------------
                          A MESSAGE FROM THE PRESIDENT

[GRAPHIC:  Photograph of Frank E. Holmes and his sons, Joshua and Nigel]

Dear Shareholder:

     Like most parents, I'm constantly teaching my children lessons in life. And
because of my  background,  I often focus on financial  and economic  themes.  I
believe  America's  economic  system rewards those who work hard and work smart.
It's never too early to start teaching this lesson to a child.

     That's  why I like  to  bring  my  kids  into  the  office  with  me on the
occasional  Saturday  morning.  Their  helping me at work  provides  them with a
little extra spending money and more importantly, a greater appreciation for the
things that money can buy.

     There are many  ways to teach  children  the  value of a dollar  and how to
decide  whether to spend it or save it. Many of the parents and  grandparents  I
meet tell me how they use  mutual  funds to teach  children  the  importance  of
saving and investing.

     I would  like to share a story  with  you.  When I took the helm at  United
Services, I tried to explain this business to my sons. But the concept of mutual
fund investing was not easily grasped by my then six-year old son,  Joshua.  And
Nigel,  my  two-year  old,  was way too  young to  understand.  Nevertheless,  I
established  mutual  fund  accounts  for each of them in the U.S.  All  American
Equity Fund.

     Each  time  they  received  money  as a gift  or  for a job  well  done,  I
encouraged  them to spend half and invest half. As they grew over the years,  so
did their accounts.  When account  statements came in the mail, we discussed how
their  shares  were  accumulating  and how they  were  making  more  money  when
dividends  were paid.  They began to see how  investments  grow over time. But I
wasn't convinced they understood what it was that they were investing in.

     One day as Joshua,  Nigel and I were driving  home past the shopping  malls
and grocery stores,  I was suddenly  inspired with an idea. "See that store over
there?" I pointed to Toys 'R Us. Nigel got excited.  "Yes,  Daddy,  are we going
there?"  "No,  not  today," I said.  "But did you know that you own part of your
favorite store?" He stared at me incredulously.  Golden arches beckoned from the
other  side of the  street.  "See  that  McDonald's?  You own part of it too." I
really had their attention now.

     "The  money  that you put away in your U.S.  All  American  Equity  Fund is
invested  in American  companies  like Toys 'R Us," I  explained.  "When you buy
toys,  the company  makes money;  and you make money because you own part of the
company.  My car is made by General  Motors.  You also own part of that company.
And Mummy's car, it's a Chrysler. You own a little piece of that company too." I
could see they liked the idea of owning companies.

     "What about  H.E.B.;  do we own it too?"  Joshua  asked,  referring  to our
neighborhood  grocery  which is part of a popular  regional  supermarket  chain.
"No," I explained.  "H.E.B.  is not a public company so you can't own it." "What
about Albertson's, is it public?" he asked. "Yes," I told them. Nigel responded,
"Then I'm going to make sure Mummy shops there." Now I knew they  understood.  A
blue-chip  equity fund,  such as the U.S. All American  Fund, is a valuable tool
for teaching  children the  fundamentals  of free  enterprise  and the role that
corporations  play in our economic  system.  It invests in  companies  that most
children  will  recognize  by name and it  offers  growth  potential  for  their
investment.

     We make it easy for parents, grandparents and relatives to open mutual fund
accounts  for  children.  It takes only $50 to open a  UGMA/UTMA  in most of our
mutual  funds.  (You can learn  more  about  this type of account on page 3.) To
teach the  importance  of  regular  saving  and  investing,  I  suggest  our ABC
Investment  Plan(R).  With this Plan,  you open an account with $100 or more and
make  automatic  monthly  investments of $30 or more. You choose a fund and pick
the day of the month you want to invest. We take care of the rest.

     It's never too early or too late to learn about investing. To continue your
financial  education,  call our Education & Service Department.  It's staffed by
our professional investor representatives. They will give you useful information
to guide you in making  your own  investment  decisions.  They can  explain  how
dollar-cost   averaging  can  work  for  you,   discuss  the  real  benefits  of
diversification,  help you understand a fund prospectus,  answer questions about
your  account or tell you more about any upcoming  investment  workshops in your
area.  They also have a variety of  educational  brochures  available to send to
you, free of charge. Just call 1-800-US-FUNDS (1-800-873-8637).

Best wishes as we head into the holiday season!

/s/ FRANK HOLMES

President

     P.S. If you haven't  discovered the newest addition to our family of funds,
you can learn  more  about  the  Bonnel  Growth  Fund on page 3. This fund had a
fantastic first year, far outdistancing the market average.

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

                      WHAT A DIFFERENCE A DOLLAR CAN MAKE!

              INVESTING IN THE GOLD MARKET CAN BE AS EASY AS ABC!

[GRAPHIC:  Picture of Liberty Silver Dollar]

     Does  dollar-cost  averaging  really work?  Our  investment  research  team
recently  studied  the  effect  of  dollar-cost   averaging  versus  a  lump-sum
investment in the U.S. Gold Shares Fund,  our most volatile  fund.  The chart on
page 2 shows how two hypothetical  investors fared over a 25-year period. As you
can see, the one who invested $55 a month according to the dollar-cost averaging
system came out  substantially  ahead of the investor who invested  $10,000 as a
lump sum.

     At United Services we have found that dollar-cost averaging,  using our ABC
Investment  Plan(R),  is the best strategy for building a position in any of our
funds. By investing an equal The difference a dollar can make (continued) amount
at  regular,   periodic   intervals,   you  can  avoid  trying  to  outguess  an
unpredictable  market.  Of course,  using the ABC  Investment  Plan(R)  does not
guarantee a profit.  If you sell at a market  bottom,  no system will give you a
gain.

<TABLE>
<CAPTION>
                 DOLLAR COST AVERAGING VS. LUMP SUM INVESTMENT
                        JUNE 30, 1970 TO AUGUST 25, 1995



               UNITED SERV: GOLD SHARES                                    UNITED SERV: GOLD SHARES     
               DOLLAR COST-AVERAGING                                       SINGLE INVESTMENT
               ($55/MONTH)                                                 ($10,000)
- ------------------------------------------------   ------------------------------------------------
     
1970    1975     1980     1985     1990     1995     1970    1975    1980     1985     1990    1995
- ----    ----     ----     ----     ----     ----     ----    ----    ----     ----     ----    ----
<S>     <C>    <C>      <C>      <C>      <C>       <C>      <C>     <C>     <C>      <C>      <C>
 
$355   $1579   $11799   $22226   $35933   $19269   $12563   $8177   $8666   $13900   $21470   $8918

</TABLE>

     Our ABC  Investment  Plan(R) can give you the  discipline you might need to
stick  with  a  long-term   investment   strategy.   To  sign  up,  simply  call
1-800-US-FUNDS to request an enrollment form. You choose the monthly  investment
amount ($30 or more) and we will  automatically  transfer your  investment  from
your bank  account to the fund of your  choice.  Saving and  investing  for your
future becomes automatic, simple and affordable.

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

                               UGMA/UTMA ACCOUNTS

Q. WHAT IS A UGMA ACCOUNT?

A. The  Uniform  Gifts to Minors Act (UGMA) and  Uniform  Transfer to Minors Act
(UTMA) provide a way to invest on behalf of a child. Both allow you to establish
an account in a child's  name with you or another  adult as  custodian.  By law,
minors  cannot  own  securities  (not even  mutual  fund  shares)  in a joint or
individual  account.  The  Uniform  Gift to Minors  Act (UGMA)  allows  gifts of
securities  to minors.  Mutual  fund  shares are  registered  in the name of the
custodian for the benefit of the minor.

Q.  HOW CAN I ESTABLISH A UGMA ACCOUNT FOR A CHILD?

A.  You will need to complete a new account application for the
fund you choose.  In most of our funds you can open a UGMA
account with just $50.

Q.  WHO CAN BE A UGMA CUSTODIAN?

A. Any adult  person - parent,  grandparent,  aunt,  uncle,  etc.  (A few states
require  a  parent  to be the  custodian.  Check  with us for the  rules in your
state.) There may be only one custodian and one minor per account.

Q.  WHAT HAPPENS WHEN THE MINOR BECOMES AN ADULT?

A. When the child reaches the age of majority,  the custodian  must transfer the
assets into the minor's name.

Q.  CAN THE DONOR TAKE BACK THE GIFT?

A. No, all gifts are irrevocable. The assets cannot be returned to the donor and
income from the assets must be given to the minor.

Call 1-800-US-FUNDS for a UGMA/UTMA account application.

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

                               BONNEL GROWTH FUND

[GRAPHIC:  Full-length photograph of Art Bonnel]

United  Services'  newest fund is already  one year old.  The Fund has enjoyed a
spectacular  inaugural  year,  attracting  the  attention of investors and media
alike.

"HE'S A FUND  MANAGER  YOU  CERTAINLY  WOULD  WANT  TO  KEEP ON A SHORT  LIST OF
MANAGERS  YOU WOULD  CONSIDER  GIVING  MONEY TO." - Don  Phillips,  Publisher of
Morningstar, in Investor's Business Daily, November 1994

"WHEN BONNEL SPEAKS,  MANY PEOPLE LISTEN.  HIS TRACK RECORD IS ONE OF THE FINEST
IN THE  BUSINESS  AND HE IS ONE OF THE FEW  PORTFOLIO  MANAGERS TO  CONSISTENTLY
OUTPERFORM THE S&P 500." - William Donoghue, syndicated columnist, May 1995

"BONNEL...HAS  ONE OF THE BEST TRACK  RECORDS  IN THE  BUSINESS."  SMART  MONEY,
SEPTEMBER  1995 ONE OF THE "TOP TEN  FUNDS FOR  1996" - Mutual  Funds  Magazine,
December 1995

     Thousands of investors and many leading  financial  publications have taken
notice of United Services' newest no-load mutual fund. It's hard not to notice a
fund that  returned  44.83% in its first year  (10/17/94-10/17/95).  The S&P 500
Index returned just 28.42% during the same period.

     Art Bonnel is not a stranger to  success.  While  working for another  fund
group,  Art managed a highly  rated mutual  fund.  He built a reputation  on his
demonstrated  ability to select top- quality growth companies from a universe of
stocks.  Now he is putting this same stock selection  strategy to work at United
Services. Of course, past performance cannot guarantee future results.

     Art has strict selection  standards for the stocks he includes in the Fund.
A company must:

*    demonstrate strong quality earnings that come from operations

*    have a strong balance sheet

*    be a leader within its market niche

*    have a management team which owns a substantial stake in the company

*    show a favorable price-to-earnings ratio

     To track the  Bonnel  Growth  Fund's  performance,  look  under the  United
Services  listing  in the  mutual  fund  section  of  your  newspaper.  Or  call
1-800-426-6635 for daily share prices.

             INVESTMENT RETURNS AND PRINCIPAL VALUE WILL FLUCTUATE.
               YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL SHARES.

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

                                   FUND NOTES

GOLD FUNDS

[GRAPHIC:  Photograph of front cover of prospectus  wrap: Gold mine  operations,
stacks of gold coins]

     The lack of  volatility  in the gold  market has lulled some  investors  to
sleep.  Over the last 18  months,  gold has traded in the  narrowest  percentage
range since the time the price was fixed at $35 an ounce. We expect the metal to
continue trading in a narrow range for the near term.

     In the June issue of Worth,  the legendary  Peter Lynch shared his thoughts
on gold. Here are a few excerpts in case you missed the article.

     "NO LESS A PERSONAGE  THAN ALAN  GREENSPAN ONCE SAID THAT GOLD WAS THE ONLY
REFUGE AGAINST PROFLIGATE  GOVERNMENTS THAT ARE FOREVER DEBASING THEIR CURRENCY.
HE  SHOULD  KNOW I  GUESS.  THESE  DAYS  WE'VE  BEEN  SEEING  A LOT  OF  DEBASED
CURRENCIES, INCLUDING THE GOOD OLD U.S. DOLLAR, AND THERE'S A WHIFF OF INFLATION
ON WALL STREET.

     "I WON'T TRY TO PREDICT  WHEN THE WHIFF WILL TURN INTO A RANK  BREEZE,  BUT
I'M SURE ABOUT ONE THING: IF IT DOES HAPPEN, INTEREST RATES WILL RISE AND STOCKS
AND BONDS WILL FALL. IN THE HIGH-INFLATION  SCENARIO, THE ONLY INVESTORS WHO GET
A GOOD  NIGHT'S  SLEEP ARE  THOSE  WHOSE  MONEY IS  PARKED IN A MONEY  MARKET OR
DEPLOYED IN HARD ASSETS SUCH AS GOLD.

     "SOME PEOPLE KEEP 5 PERCENT OF THEIR  PORTFOLIOS IN GOLD AT ALL TIMES, AS A
KIND OF INSURANCE  POLICY.  FOR YEARS THEY  HAVEN'T  NEEDED IT, BUT THE CASE FOR
OWNING GOLD IS MORE  COMPELLING  TODAY THAN IT WAS A DECADE  AGO....YOU'RE  MUCH
BETTER OFF BUYING SHARES AND NOT THE METAL.

     "MINING  COMPANIES  ARE TOUGH TO FIGURE  OUT, SO THIS IS ONE OF THOSE CASES
WHERE LYNCH'S  EVERYBODY-CAN-DO-IT  THEORY OF STOCK SELECTION DOESN'T APPLY. HOW
SAD IT WOULD BE IF YOU WERE  RIGHT  ABOUT  GOLD,  BUT THEN  MISSED  THE  BENEFIT
BECAUSE  YOU PICKED THE WRONG  COMPANY.  IT'S  SMARTER TO GO WITH A GOLD  MUTUAL
FUND.  YOU'LL GET A  DIVERSIFIED  PORTFOLIO  MANAGED BY SOMEBODY  WHO KNOWS MORE
ABOUT MINES THAN YOU DO."

     Our gold and natural resources investment team includes  professionals with
backgrounds in geology, mining finance, engineering and mineral economics.

CHINA REGION OPPORTUNITY FUND

[GRAPHIC:  Photograph  of front cover of  prospectus  wrap:  Agricultural  area,
children, city view]

     Frank Holmes and Victor Flores, Chief Investment Officer, recently returned
from a  fact-finding  mission  to the Far  East  where  they  visited  with  the
management  of  several  companies  held in the  portfolio  of our  China  fund.
According to Victor,  "The trip  reinforced my belief that China continues to be
caught up in a dynamic economic spirit which will result in 10% growth into next
year. For the long term,  China is a fantastic  growth story," he said.  "Still,
there are certain issues such as succession, banking reform and the government's
management  of the economy that will need to be  addressed as the country  moves
from a command economy toward a market-oriented economy."

     A Special Report on this trip was recently distributed to shareholders.  If
you would like additional copies, please call 1- 800-US-FUNDS.

     As of January 1, 1996,  Bin Shi will be the portfolio  manager of the China
Region Opportunity Fund. If you're a shareholder of the Fund, look for a special
mailing introducing Bin and highlighting his credentials and experience.

MONEY MARKET FUNDS

[GRAPHIC:  Photograph of front cover of prospectus wrap:  American flag,  silver
dollar, paper currency]

     Low expenses are guaranteed!  United Services  Advisors has guaranteed,  at
least until June 30, 1997, that the U.S.  Government  Securities  Savings Fund's
total  operating  expenses (as a percentage of net assets) will not exceed 0.40%
of total net assets on an annualized basis.

     How much are you  paying for your bank  checking  account?  According  to a
report by the U.S.  Public  Interest  Research  Group,  fees that  banks  charge
customers  for  checking  accounts  have  grown  10%,  nearly  twice the rate of
inflation since 1993. The average annual cost of a non-interest checking account
rose to  $201.94  this  year.  That's  $16.83 a month  and you  don't  even earn
interest!

     Compare  that to our U.S.  Treasury  Securities  Cash Fund which pays daily
dividends on your entire account balance and offers free, unlimited checkwriting
privileges.  Maintain the minimum balance requirement of $1,000 and you'll never
again be charged for writing checks.

     If you're not already  investing in United  Services'  money market  funds,
call 1-800-US-FUNDS  today to compare yields. You could be earning more for your
money.

U.S. INCOME FUND

     We believe  that the U.S.  Income  Fund is  positioned  to  produce  better
performance for its  shareholders.  Major economic  indicators  suggest a stable
economy with low inflation and an interest rate  environment  which is favorable
to utilities  companies.  Although utility stocks have made significant progress
this year,  there is a good chance for near-term stock price  appreciation.  The
Fund's exposure to foreign  utilities  companies  positions it to benefit from a
resurgence in the emerging markets.  We are committed to a disciplined  approach
of rigorously  researching  stocks of companies  with high  dividend  yields and
outstanding  growth  prospects.  We select those  companies  which have a proven
record of dividends and dividend growth, plus a demonstrated ability to meet the
strongest competition in a changing  environment.  Our team approach to managing
this Fund now includes Dr.  Naijiang Zhou. He brings a strong  background in the
analysis of gas,  utilities and energy  stocks.  He has a Ph.D.  in  Engineering
Economics, a Master of Business  Administration degree and a Bachelor of Science
in Petroleum Engineering.  Ralph Aldis, Director of Research, is the team leader
for the U.S. Income Fund.

     The U.S. Income Fund's holdings are focused in top-notch electric and water
utilities, natural gas transmission and distribution, and telephone services.

U.S. REAL ESTATE FUND

[GRAPHIC:  Photograph of front cover of prospectus  wrap:  Construction  scenes,
power towers and lines]

     Despite  lagging behind the stock and bond markets in 1995, we believe real
estate stocks are strongly  positioned for the future.  Real estate fundamentals
continue to strengthen in most of the major property and  geographic  sectors of
the  country,  resulting  in  higher  property  values,  higher  cash  flows and
diversification  opportunities.   High-quality  real  estate  investment  trusts
(REITs)  should  continue to produce  capital  appreciation  through  profitable
acquisitions and income-producing enhancements to existing properties.

     Timothy  Reynolds has been  appointed  team leader of the U.S.  Real Estate
Fund.  Prior to joining United  Services in June 1995, Tim managed a real estate
investment trust and debt securities for another investment advisory firm.

U.S. ALL AMERICAN EQUITY FUND

[GRAPHIC:  Photograph  of front  cover of  prospectus  wrap:  Statu of  Liberty,
Federal office building]

     The U.S. All American Equity Fund provides an easy way for you to invest in
the growth,  diversity and  prosperity of some of America's  largest  companies.
Many of the products and services you use on a daily basis are made by companies
held in the Fund's portfolio.  The Fund, for example, invests in the Walt Disney
Company,  Gillette,  Johnson  &  Johnson,  the  Kellogg  Company,  Motorola  and
McDonald's. Top Ten Holdings as of 11/21/95

         1.  AT&T
         2.  General Electric
         3.  Exxon
         4.  Coca-Cola
         5.  Philip Morris
         6.  Merck & Co.
         7.  First Data
         8.  Royal Dutch Petroleum
         9.  Wal-Mart Stores
        10.  IBM

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

                          QUESTIONS FROM SHAREHOLDERS

IS A NOTARIZED SIGNATURE THE SAME AS A "SIGNATURE GUARANTEE"?

No. When a financial institution guarantees a signature,  it is held accountable
for  that  verification;  a  notary  public  is not  held  accountable.  A valid
signature  guarantee  may be obtained  from:  

1.   a trust company

2.   a commercial  bank or a savings and loan  association  which is  affiliated
     with the Federal Deposit Insurance Corporation (FDIC)

3.   any member firm of a domestic stock exchange

4.   a Federal credit union

     The guarantor must use a stamp which states "SIGNATURE  GUARANTEED" and the
name of the financial  institution.  An officer of the institution must sign the
guarantee.

     Occasionally,  United Services will require a signature  guarantee for some
redemption   requests,   changes  of  account  registration  and  other  special
transactions. For example, we require a signature guarantee for redemptions that
will be sent to an  address  other than your  address of record.  It is always a
good idea to check  with an  Education  & Service  representative  for  specific
instructions.

WHY IS MY FUND NOT LISTED IN THE NEWSPAPER?  

With over 7,000 mutual funds in the market,  most  newspapers  don't have enough
space to list them all. Each  newspaper  determines its own guidelines for which
funds to list.  Most use the size of the fund as the  criteria.  Some  will list
smaller funds,  if their readers  specifically  request them. So, if you've been
looking for a certain  United  Services Fund and can't seem to find it, call the
business  editor of your  newspaper.  It can only help!  Don't  forget,  you can
always call 1-800-873-8637 for daily share prices.

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

                         NEWS FROM SHAREHOLDER SERVICES

DID YOU KNOW?

* You can easily pay bills from your United Services money market fund using our
Automatic Recurring Payment Plan.

* You can send  your  paychecks  directly  to your  money  market  fund  through
allotments or direct deposits.

* You can  order  checks by  telephone  for your  money  market  funds.  Call an
Education & Service representative to place your order.

DO YOU KNOW YOUR PIN?

Your  account  information  is now  available  24 hours a day.  And it's  just a
toll-free  phone call away.  The first  time you  access our  automated  account
information system, your Personal  Identification  Number (PIN) will be the last
four digits of your  Social  Security  number.  After you  initially  access the
system,  you should change your PIN to something other than your Social Security
number. For added security, you can change your PIN at any time.

         AUTOMATED ACCOUNT ACCESS POCKET REFERENCE

          1.   Dial 1-800-873-8637. 
          2.   Select option
          3.   Enter your 13-digit account number.
          4.   Enter your PIN.
          5.   Listen to your balance information.
          6.   Select an option.

         OPTIONS:

          1    Last 3 checks cleared    
          2    Status of specific check
          3+1  Last 3 purchases
          3+2  Last 3 redemptions
          3+3  Last dividend
          4    Information on another account
          5    Speak with an account representative
          6    Change your PIN
          *    To return to the main menu

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

                              HELPFUL INFORMATION

If you're  planning to relocate,  please notify us in writing  within 30 days of
your move so that you will  continue to receive  your  account  statements  in a
timely manner.

If you have changed your address  within 30 days of requesting a  redemption,  a
signature guarantee will be required of all account owners.

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

                                GUEST COMMENTARY

By Robert C. Carlson

[GRAPHIC:  Photograph of Robert C. Carlson]

     Taxes can make you rich. They are your largest  expense,  so taxes also are
your greatest source of potential savings and additional wealth. Every dollar of
taxes that you save on your investment income and gains increases your after-tax
return  and  multiplies  your  wealth.  Here are the best ways for  mutual  fund
investors to cut taxes on their investments and boost after-tax wealth.

     LET CAPITAL GAINS COMPOUND TAX-DEFERRED.  Capital gains taxes can take away
about a third of your gains. In taxable  investment  accounts,  you should avoid
selling  mutual  fund  shares  because  of market  fluctuations.  Decide on your
portfolio  allocation and hold your  investments  through thick and thin. If you
picked good funds and the U.S. and world  economies  continue on their  historic
growth paths, you'll have more after-tax wealth than mutual fund switchers.

     USE TAX-DEFERRED  ACCOUNTS  WISELY.  Many people follow the general rule of
putting income investments into tax-deferred accounts and growth or capital gain
investments  in  taxable  accounts.  The  reasoning  is that  capital  gains get
favorable tax treatment but interest and dividends are taxed as ordinary income.
Here  are  two  situations  in  which  you  should  put  growth  investments  in
tax-deferred accounts and income investments in taxable accounts.

     * If you hold mutual fund shares for less than a year and sell them,  there
is no tax favored treatment. Your short-term gains are taxed as ordinary income,
at rates of up to 40%. If you are a fund  trader who tends to hold equity  funds
for less than a year,  your wealth will compound much faster if the funds are in
a tax-deferred account than if you pay taxes on the gains each time you sell.

     * Tax-deferred  accounts also are  attractive  for your growth  investments
when the return on those investments is substantially above the return on income
investments.  If your  income  investments  are  returning  6% and  your  growth
investments are returning 15%, the power of tax deferral is wasted if it is used
on a 6% investment instead of a 15% investment.

     When capital gains are withdrawn  from a tax-  deferred  account,  they are
taxed as ordinary income. My research shows that tax-deferred  compounding is so
powerful that,  even after paying taxes on withdrawals at ordinary income rates,
you  still  end up with  more  after-tax  wealth  than if you had  held the same
investments in taxable accounts.

     The key is time.  You have to let money grow in the  tax-deferred  accounts
for 10 years or more. The higher your return, the more advantageous tax deferral
is and the less time you need to let the gains compound.  That's why I encourage
people to make IRA contributions,  even non-deductible ones. The long-run payoff
is still substantial.

     USE LOSSES  AGGRESSIVELY.  Every  investor has some  losers.  Even the best
admit their  stock  picks are wrong  about a third of the time.  Try to make the
best of a bad thing and turn your loss into something of an asset.  For example,
if you take a capital gain this year,  search your portfolio for losers to sell.
Capital losses offset capital gains on a dollar for dollar basis.

     Even if you don't have any capital gains to offset, you might be better off
selling  losing  investments.  Up to $3,000 of capital  losses  can be  deducted
against  income other than capital  gains.  And any excess losses can be carried
forward to future years until all of the losses have produced tax  benefits.  It
is not as good as making a winning investment,  but it saves you tax dollars and
lets you invest the sale proceeds in a new investment with better prospects.

     Too many investors focus only on pre-tax returns, then end up giving away a
lot of their wealth in extra  taxes.  By focusing on tax  strategies  as part of
your investment strategy, your wealth will grow much faster.

Robert C.  Carlson is an attorney,  CPA and author of TAX WISE MONEY  STRATEGIES
(Carroll & Graf, New York; $14.95),  from which this article is adapted. He also
is editor of the monthly newsletters TAX WISE MONEY and RETIREMENT WATCH.

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

                                    IRA NEWS

Have you stopped  contributing to your IRA because you can no longer deduct your
contribution?  So often,  people reach a certain income level and find that they
can only take a partial IRA tax  deduction or no deduction at all.  Because they
presume that tax  deduction is the biggest  benefit of an IRA, many people think
there is no longer a reason to  contribute.  Nothing  could be further  from the
truth.

     Tax deferral,  not tax  deduction,  is the most  dramatic  advantage an IRA
offers. Even if you cannot deduct your IRA contributions, you still benefit from
the power of compounding. Unfortunately, by not participating in an IRA, so many
people deny themselves this tremendous benefit.

     Compare the value of a non-deductible IRA versus a taxable investment.

<TABLE>
<CAPTION>
                    NON-DEDUCTIBLE IRA VS. TAXABLE INVESTMENT

                                   After 20 Years         After 30 Years
                                   --------------         --------------
     <S>                               <C>                   <C>         
     Taxable ......................... $ 89,838              $209,960
     Investment

     IRA ............................. $101,924              $277,359

</TABLE>

     Other  investments  have various purposes (saving for a home, for example),
but  retirement  plans serve just one  purpose:  to help you invest  today for a
secure  retirement in the future.  It is such an important  goal that  lawmakers
decided that you wouldn't  have to pay taxes on the money your  retirement  plan
earns.  The income  generated by your IRA is not taxed until you  withdraw  your
funds, so your earnings compound and grow tax-deferred.  Instead of being eroded
by taxes, your retirement  wealth  accumulates tax free. Once you begin removing
your money from your IRA at retirement, you will pay taxes, but most likely at a
lower tax rate because your income will be smaller.

     And don't  forget about other  retirement  options that may be available to
you.  If your  company  has a 401(k)  plan,  take  full  advantage  of it.  Many
companies  will even match  their  employees'  contributions  50 cents for every
dollar.  For  self-employed  individuals  or  small  business  owners,  you  may
participate in a SEP-IRA or a Salary  Deferral SEP (SARSEP).  Or, you may choose
to set up a profit sharing plan, money purchase plan or a combination of the two
for your small business. All of these retirement plans offer the same tremendous
benefit as your IRA- tax-deferral and the power of compounding.

     Maximize  all  your  options  so that  you can  get  the  most  out of your
retirement years.  Participate in any and every tax-deferred vehicle you can. It
is up to you to fund  your  retirement.  Don't  rely on the  government  or your
employer.

     If you have  questions  about  IRAs or any  other  retirement  plans  (SEP,
SARSEP,  401(k),  403(b),  profit-sharing,   or  money  purchase),  please  call
1-800-US-FUNDS.  Our  Education  and  Service  representatives  will be happy to
assist you as you plan for your retirement.

                           ATTENTION IRA SHAREHOLDER

* Remember that IRA custodial fees are due on December 29, 1995. If you elect to
pay your fees in  advance,  please make your check  payable to Security  Trust &
Financial  Company (the custodian for United Services' IRA accounts) and include
your account number(s). IRA custodial fees are $10 per active account, per year.
If your check is not  received in our office by the  deadline,  the fees will be
automatically deducted from your IRA account(s).

* If you are turning 70 1/2 this year,  it's time to begin  taking the  required
minimum distribution on your IRAs. Please contact us prior to April 1, 1996.

The  SHAREHOLDER  REPORT is published four times a year by United Services Funds
as a service to our  shareholders.  Please  send any  comments,  suggestions  or
questions to:  Editor,  Shareholder  Report,  United  Services  Funds,  P.O. Box
781234,  San  Antonio,  TX  78278-1234.  
                               Susan Icke, Editor
                      Mark Talbot-Kelly, Creative Director

  [FOR A FREE FACT KIT CONTAINING MORE COMPLETE INFORMATION, INCLUDING CHARGES
                       AND EXPENSES, CALL 10800-US-FUNDS.
                READ THE PROSPECTUS CAREFULLY BEFORE INVESTING.
This message appears at the bottom of each of the six pages of the newsletter.]


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